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Home My Public Portal About09) 7G_457(b) Deferred Compensation_Staff ReportADM INISTRATIVE SERVICES DEPARTMENT MEMORANDUM DAT E: October 20, 2020 TO: The Honorable City Council FROM: Bryan Cook, City Manager By: Susan Paragas, Administrative Services Director SUBJECT: CONSOLIDATION OF THE CITY’S 457(B) PLAN RECORD-KEEPING PLATFORMS FROM TWO DIFFERENT PROVIDERS TO A SINGLE RECORD-KEEPING PLATFORM WITH EMPOWER RECOMMENDATION: The City Council is requested to: 1.Adopt Resolution No. 20-5494 approving the consolidation of the current two 457(b) deferred compensation plan record-keepers to a single record-keeping platform with Empower effective December 2020. 2. Authorize the City Manager, as the City’s Plan Administrator, to execute the necessary agreements in a form acceptable to the City Attorney. BACKGROUND: 1.On March 3, 2020, the City contracted with HYAS Group, a retirement plan consultant and fiduciary, to conduct an audit of the contract terms, investment options and fees within the City’s employer sponsored deferred compensation plans under Section 457(b): CalPERS and ICMA-RC. 2.In July 2020, the HYAS Group compared the information obtained from a formal Request for Proposal (RFP) process from five (5) record-keepers, including CalPERS and ICMA-RC. 3.On August 20, 2020, based on HYAS Group’s analysis (ATTACHMENT “A”) and marketing results, it was determined that the plan participants as a whole would benefit by consolidating from two record-keepers to a single record-keeper. ICMA- RC and Empower and provided the most competitive results and services. 4.On September 16. 2020, a committee of three (3) City staff interviewed the two finalist teams. The committee voted in favor of consolidating all of the participant's assets to a new plan with Empower. AGENDA ITEM 7.G. City Council October 20, 2020 Page 2 of 3 ANALYSIS : Under Section 457(b) of the Internal Revenue Code, government entities may sponsor a deferred compensation plan, while meeting fiduciary responsibilities under California law, to allow employees to defer income tax on retirement savings into future years. For several years, the City has provided employer sponsored deferred compensation plans under Section 457(b) with two companies: CalPERS and ICMA-RC. Under the California State Constitution, Article XVI Section 17, government entities that sponsor a 457(b) have fiduciary responsibilities to ensure the operation and investment of the public retirement plan is for the exclusive purpose of providing benefits to participants and beneficiaries. The fiduciary responsibilities are to: • Invest the assets of the plan; • Administer the plan; and • Engage in a prudent process for making all decisions related to the operation of the plan, including decisions related to the plan's investments and related services. Because of the complexity of the investment process and responsibilities, the City contracted with HYAS Group a retirement plan consultant and fiduciary, to conduct an audit of the contract terms, investment options and fees within the CalPERS, and ICMA-RC plans. As a fiduciary, the City has a responsibility to control the investment choices made available in the plans with CalPERS and ICMA-RC and to ensure fees charged to participants are reasonable. The RFP included a review of all contract related data, including but not limited to: administrative fees associated with those plans, investment options, asset values, fixed account interest rates, and additional fees that may be charged by the plans. HYAS Group also compared the information obtained through the RFP with five (5) other record-keepers to determine whether the incumbent Plan fees were reasonable, including CalPERS and ICMA-RC. Based on HYAS Group’s analysis and marketing results, it was determined that the plan participants as a whole would benefit by consolidating from two record-keepers to a single record-keeper. Empower (Attachment “B”) and ICMA-RC (Attachment “C”) provided the most competitive results and services. City staff and HYAS Group met with representatives from ICMA-RC and Empower’s sales, service and conversion teams to obtain an understanding of the conversion process, and confirm their service capabilities. Based on the RFP results and finalist presentations, Empower was selected as the new single record-keeper pending City Council approval. By aggregating plan assets and selecting, Empower as the single record-keeper, the City has the opportunity to reduce administration fees by $1,520 per year, enhance the City Council October 20, 2020 Page 3 of 3 investment options, and provide participants a higher yield (0.25% higher) versus ICMA- RC’s stable value fund offering. In addition, Empower has the largest market share of government clients in the industry at 23% ($82.5 billion in assets) and their technology capabilities are superior to ICMA-RC. Based upon the positive financial impact and enhanced services participants will receive, staff is recommending that Council approve the consolidation of the current two 457(b) deferred compensation plan record-keepers to a single record-keeping platform with Empower effective December 2020. CITY STRATEGIC GOALS: Actions contained in this report align with the City’s strategic goal of good governance. FISCAL IMPACT : By adopting Resolution No. 20-5494, there is no additional appropriation needed for FY 2020-2021. ATTACHMENTS: A. RFP Analysis B. Empower Finalist Presentation C. ICMA-RC Finalist Presentation CITY OF TEMPLE CITY, CALIFORNIA 457 Deferred Compensation Plan Request for Proposals Analysis of Responses August 2020 ATTACHMENT A TABLE OF CONTENTS Section 1 RFP Summary Analysis Section 2 CalPERS Section 3 Empower Section 4 ICMA-RC Section 5 Lincoln Financial Section 6 MassMutual ATTACHMENT A Section 1ATTACHMENT A SUMMARY: The Hyas Group was engaged by the City of Temple City, California (“City”) to assist in issuing and analyzing a formal Request for Proposal (“RFP”) to provide retirement plan administration, recordkeeping, education, communications, and investment related services for the City’s 457 Deferred Compensation Plan (“Plan”). The main objectives of the RFP and evaluation project are as follows: 1. Enhancing participant retirement outcomes; 2. Analyzing the overall competitiveness of the Plan; 3. Providing for the integrated administration and reporting for the Plan; 4. Offering the most appropriate investment menu; 5. Improving participant education and communication services; 6. Enhancing the formal education for the Administrative Services Director (hereinafter “Director”); 7. Providing robust on-line transaction and information capabilities; 8. Providing support for as many administrative functions as deemed appropriate; 9. Evaluating alternative pricing structures, including scenarios that consolidate plans to one record keeper; 10. Fee transparency and reducing participant and Plan expenses; and 11. Providing for an orderly and timely transition of assets and services if necessary. BACKGROUND: The City’s Plan is currently administered by two recordkeeping firms, which include CalPERS and ICMA-RC. The Plan has 33 actively contributing participant accounts and 13 non-active participant accounts. The following table outlines assets and participants by recordkeeper as of March 31, 2020: Recordkeepers Assets % # of Participants % Average Balance CalPERS $1,525,393 81% 23 50% $66,321 ICMA-RC $369,336 19% 23 50% $16,058 Total $1,894,729 100% 46 100% $41,190 As part of the RFP process, the recordkeepers’ contracts were reviewed for termination provisions. The following outlines these termination provisions by vendor. ATTACHMENT A CalPERS: There are no provisions associated with a contract termination and subsequent transfer of plan assets apart from official written notification via email or postal mail, should that be required. ICMA-RC: There are no provisions other than a 12-month put on their stable value fund and a sixty days’ written notice of plan termination ahead of the annual renewal date. Assets in stable value, if necessary, will be available for transfer on March 10, 2021. A Request for Proposals for recordkeeping and administrative services was issued on June 17, 2020. Proposals were received from the following five vendors: CalPERS (in partnership with Voya), Empower, ICMA-RC, Lincoln, and MassMutual. GENERAL VENDOR BACKGROUND: Four of the five vendors have insurance company parents that maintain claims-paying ratings of various strengths. ICMA-RC is structured as a not for profit firm, is not an insurance company, issues no publicly traded debt, and therefore is not assigned such a rating. The proposing insurance companies all have an investment grade rating which suggests a strong debt paying ability. This is of most concern in instances where a General Account is being used as the capital preservation option. Ratings from the various major rating agencies are presented in the table below along with background information on each firm. CalPERS Empower ICMA-RC Lincoln MassMutual Firm Founded 1939 1907 1972 1905 1851 Offering 457 Since 1995 1976 1985 1981 1974 Parent Location Sacramento, CA Greenwood Village, CO Washington DC Radnor, PA Springfield, MA Total Revenues $5.5 billion $7.4 billion* $244 million $17.3 billion N/A # of Employees 5,898 6,369 892 11,357 7,813 * 2018 Revenues Fitch A AA - A+ AA+ Moody’s A2 Aa3 - A1 Aa3 S&P A+ AA - AA- AA+ ATTACHMENT A CalPERS, Empower, and ICMA-RC have the largest presence in the governmental 457 deferred compensation market in terms of assets and number of participants. The average plan size is comparable for all firms, apart from Empower where the average plan size is much larger. CalPERS Empower ICMA-RC Lincoln MassMutual Under $10m: 4,943 820 4,018 1,172 1,318 $10m to $100m: 216 100 615 45 180 $101m to $200m: 30 14 35 2 13 $201m to $500m: 21 19 19 2 12 Over $500m: 28 22 6 1 1 TOTAL# OF 457 PLANS 5,238 975 4,693 1,222 1,524 $93.80 $74.10 $40.80 $3.20 $12.82 CalPERS Empower ICMA-RC Lincoln MassMutual Total 457 Assets ($bil.) 1,600,000 1,418,995 802,846 63,943 238,489 CalPERS Empower ICMA-RC Lincoln MassMutual Total 457 Participants $17,907,598 $76,000,000 $8,693,799 $2,618,658 $8,412,073 CalPERS Empower ICMA-RC Lincoln MassMutual Average 457 Plan Size ATTACHMENT A PARTICIPANT ON-SITE SERVICES: All vendors proposed a single on-site service representative to assist with participant services. ICMA- RC, Lincoln, and MassMutual all proposed 2 on-site days or 16 hours annually (14 hours for MassMutual) while Empower proposed 4 days or 32 hours and CalPERS proposed 12 days or 60 hours. The table below provides a summary of the participant representatives and on-site commitment of each vendor. PARTICIPANT REPRESENTATIVES AND ON-SITE COMMITMENT CalPERS Empower ICMA-RC Lincoln MassMutual Total annual service hours 60 32 16 16 14 Total number of days 12 4 2 2 2 # of onsite service reps. 1 1 1 1 1 # of accts. serviced 80 / 89 N/A 12 4 16 Years at the Firm 14 / 7 1.5 33 3 1 Location Los Angeles / Redlands, CA San Diego, CA Los Angeles, CA West Covina, CA Monrovia, CA CFP Availability No No Yes Yes Yes FINANCIAL INCENTIVES TO SELL PRODUCTS Managed Accounts No No Yes No No IRAs No No Yes No No Outside Services No No No No No ATTACHMENT A PARTICIPANT ADVICE AND MANAGED ACCOUNTS: Online advice tools are offered to aid participants in the design of a portfolio that meets their specific risk tolerances and investment goals. This service typically requires varying levels of input from the participant, and the automatic implementation is done via the vendor or third-party software. CalPERS uniquely did not propose any online advice or managed account services while all other vendors have the ability to provide some amount of investment advice through an internet advice provider. Managed accounts in turn offer a means to automatically allocate a participant’s assets based on their individual circumstances such as age, salary, account size, and others. Industry utilization rates for online investment advice and managed accounts are usually low, though managed account utilization has been increasing as vendors look to them as an additional source of revenue. Empower will not provide investment advice services unless managed account services are also offered. Utilization rates from each vendor are listed in the table below. ON-LINE ADVICE AND MANAGED ACCOUNTS CalPERS Empower ICMA-RC Lincoln MassMutual Online Advice Utilization - <1% <1% 9% <10% Managed Acct Utilization - 22% 10% <1% <5% Service Provider - AAG Morningstar Morningstar NextCapital # of Participants - 304,089 50,342 896 898 # of Plans - 755 4,519 76 301 Total Public Sector Assets - $10.6 billion $3.3 billion $41.5 million $47 million Decoupled from Advice - No Yes Yes Yes ATTACHMENT A PARTICIPANT STATEMENTS: Vendors offer statements that provide participants with a fairly broad array of account information. Notably, Lincoln excludes fund performance outside of a quarterly return and ICMA-RC and Lincoln do not provide expense ratios on their statements. Statement delivery times at quarter-end varied by vendor as follows: 10 days (Lincoln), 12 days (ICMA-RC) and 15 days for the remaining vendors. A summary of the information that can be found on participant statements is shown in the following table. PARTICIPANT STATEMENTS CalPERS Empower ICMA-RC Lincoln MassMutual Days After Qtr-end 15 days 15 days 12 days 10 days 15 days Performance Yes Yes Yes Yes Yes Cash Flow Yes Yes Yes Yes Yes Asset Allocation Yes Yes Yes Yes Yes Total Assets Yes Yes Yes Yes Yes Loan Information Yes Yes Yes Yes Yes Personal Rate of Return Yes Yes Yes Yes Yes Expense Ratios Yes Yes No No Yes Projected Retirement Inc. Yes No Yes Yes Yes Ret. Readiness Score No No No No Yes CUSTOMIZATION: All vendors proposed a level of basic customization for participant education materials. Basic levels generally include the ability to add the City’s logo and the Plan’s name on most communication pieces as requested. CalPERS only provides for voice response system customization including plan number, money sources, and investment options. ATTACHMENT A CALL CENTERS AND TRANSACTIONAL SYSTEMS: Throughout the industry, most participant transactions are completed through vendor websites. Telephone-initiated transactions have been declining and constitute a small portion of total transactions. The responding vendors noted a range of 70%-98% of transactions are handled through the Web, with the remainder being handled through automated voice response systems or customer service representatives. For those that prefer to conduct transactions through the call centers, hours of operation varied between the vendors with most providing open times beginning around 5:00 a.m. and going through 5:00 p.m. PST. Empower has the longest hours of operation on weekdays, running from 5:00 a.m. through 7:00 p.m. PST and is the only vendor to offer a Saturday timeslot between 6:00 a.m. and 2:30 p.m. PST. CalPERS Empower ICMA-RC Lincoln MassMutual Days of Operation M-F M-F, S M-F M-F M-F Hours of Operation 5 am – 5 pm 5 am – 7 pm 6 am - 2:30 pm 5:30 am – 6 pm 5 am – 5 pm 5 am – 5 pm Avg. Response Time 0:12 0:40 0:41 0:49 3:16 Avg. Call Length 5:50 6:44 6:26 6:16 7:50 Number of Calls Dropped 1% 3% - 4% 12% Call Center Personnel Turnover 31% 23% 18% 8% 8% % of Transaction on Web 78% 86% 91% 70% 98% ATTACHMENT A TRANSACTIONAL SYSTEMS (P)hone Service Representatives, (V)oice Response Unit, (C)omputer, and (M)obile App CalPERS Empower ICMA-RC Lincoln MassMutual P V C M P V C M P V C M P V C M P V C M Total account balance: Account balance by fund:  Investment elections:   Deferral rate:      Contribution history:  Transaction history:  Withdrawal history:  Loan application:        Outstanding loan balance:   Primary beneficiary designation:          Secondary beneficiary designation:          Fund performance:   Automatic rebalance:   Paperless fund to fund transfers:    Paperless investment change:   Paperless enrollment:         Paperless deferral change:       Paperless loan application:       Paperless term distribution:            Hardship application and status:            Account distribution information:       Projected retirement income:         = Not available ATTACHMENT A PLAN SPONSOR SERVICES: Most of the day-to-day plan administrative duties such as emergency withdrawals, loans and distributions can be outsourced with the vendor handling all of the administration. Administrative outsourcing capabilities, showing what the vendor can independently perform once authorized, are summarized in the table below. CalPERS Empower ICMA-RC Lincoln MassMutual QDRO review: Yes Yes Yes Yes Yes QDRO approval: Yes Yes Yes Yes Yes Emergency distribution review: Yes Yes Yes Yes Yes Emergency distribution approval: Yes Yes Yes Yes Yes Beneficiary change processing: Yes Yes Yes Yes Yes Term distribution processing: Yes Yes Yes Yes Yes Minimum required distribution processing: Yes Yes Yes Yes Yes De minimis distribution processing: Yes Yes Yes Yes Yes Plan document review/update: Yes No Yes Yes Yes New participant loan applications and approval: Yes Yes Yes Yes Yes In addition to the outsourcing of certain administrative tasks, the vendors are all proposing comprehensive reporting capabilities that can help the Plan Sponsor in evaluating Plan features, demographics, or trends. The following table outlines proposed online Plan Sponsor reporting features. ATTACHMENT A CalPERS Empower ICMA-RC Lincoln MassMutual Report writing capabilities: Yes Yes Yes Yes Yes Payroll Deferral Posting Data: Yes Yes Yes Yes Yes Participant Account Balance Info.: Yes Yes Yes Yes Yes Plan Account Balances by Fund: Yes Yes Yes Yes Yes Indicative Data Changes: Yes Yes Yes Yes Yes Withdrawal Request/Status Tracking: Yes Yes Yes Yes Yes Total Outstanding Loan Balances: Yes Yes Yes Yes Yes Total Number of Loans in Default: Yes Yes Yes Yes Yes TRANSITION: Comprehensive conversion services will be necessary to transition the Plan to a single recordkeeper. Terminating an incumbent provider requires the transfer of participant records and assets. Typically, the terminated and new vendor will work together to minimize disruption and plan sponsor involvement. The more critical factors, as they pertain to the plan sponsor and participants, revolve around the overall communication strategy and blackout period. During any transition, it is common in the industry for participants to be blocked from access to their account. The table below provides vendor’s expectations on any potential blackout period and transition timeline. CalPERS Empower ICMA-RC Lincoln MassMutual Dedicated Transition Team Yes Yes Yes Yes Yes # of Blackout Days 3 5 2 3 3-5 # of Days out of the Market 0 1 1-2 0 1 Conversion Lead Time 90 days 90 days 90 days 90 days 90 days # of Onsite Hours Commitment 32 32 16 16 16 ATTACHMENT A Even if a current recordkeeper is retained, a certain level of transition may occur as a result of any alterations to the investment menu. There is opportunity in the investment menu to reduce the expenses associated with the current options, consolidate funds that provide overlapping investment strategies, as well as evaluate alternative options. INVESTMENT FLEXIBILITY: All responding vendors offered a proprietary capital preservation product that could be used to secure an enhanced recordkeeping fee with the exception of CalPERS. The chart below provides the most recent net crediting rate along with other key provisions for each of the proposed capital preservation products. It is important to note that these rates may vary over time and thus actual rates and performance can be different. CalPERS Empower ICMA-RC Lincoln MassMutual Product Name SSgA STIF Putnam Stable Value Vantagepoint PLUS R10 Lincoln Stable Value Capital Preservation Product Type Cash Equivalent Stable Value Stable Value General Account General Account Insurance Wrap N/A Multiple Multiple Single Single Current Rate N/A 2.46% 2.25% 1.75% 1.90% Floor Rate N/A N/A 0.00% 1.00% 1.00% Book Value Termination N/A 12-months 12-months 60-months 12-months Expense Ratio 0.33% Mgmt: 0.25% Mgmt.: 0.54% Mgmt: 0.10% Mgmt: 0.80% Stable value funds are generally a more liquid asset when it comes to plan sponsor withdrawals and provide for book-value liquidity within a one-year period. General account products, on the other hand, are usually subject to either a market-value adjustment or have prolonged payouts over multiple years. These insurance company products are also in each case backed by only the offering insurer rather than using the pooled, multi-insurer approach of stable value funds. These distinctions will need to be considered when evaluating the pricing offers that are contingent upon utilizing a capital preservation product. ATTACHMENT A Each vendor offers a robust selection of investment options from many families except for CalPERS which uses a standardized lineup composed of State Street funds and a custom white-label target date series (underlying investments are also State Street funds). The ability to access a wide range of investment vehicles beyond the customary mutual fund format (such as Collective Investment Trusts, General Accounts, and Separate Accounts) can give retirement plan investors a larger universe to select from as well as access to options that may have reduced costs and can be customized to plan-specific features. It should be noted that Empower has additional fees of $1,000 annually if the Plan decides to use non-Empower Fund Partner Program funds. Each vendor offered a brokerage option with the ability to trade stocks, bonds, ETFs, and mutual funds (CalPERS provides a mutual fund- only brokerage option). While the brokerage window may be the choice for some, many participants may not have the time and/or knowledge to manage their accounts on their own. Online investment advice and managed accounts are offered by vendors to take that stress away – but that may come at a price. Fees for these services are collected on a per account basis, so only those participants utilizing the service will be charged for them. Managed account fees will generally decrease as balances increase. Expenses for these services are listed in the table below, including only the first tier for managed account services: CalPERS Empower ICMA-RC Lincoln MassMutual Online Investment Advice: N/A Included $0 / $20 Included Included ASSUMES $100,000 BALANCE IN MANAGED ACCOUNTS Managed Accounts Fee (%) N/A 0.65% 0.40% 0.45% 0.60% Managed Accounts Fee ($) N/A $650 $400 $450 $600 ATTACHMENT A PROPOSED RECORDKEEPING COST: The requested pricing scenarios covered contract durations of five, seven and ten-years assuming the use or non-use of a proprietary product. Generally speaking, the vendor recordkeeping charge tends to decrease as they obtain additional sources of income (such as from proprietary products or services), incur fewer costs, and can expect to retain the business for longer periods. The table below provides the basic contracted revenue requirements per vendor by contract length, for proprietary and open-architecture investment menu options. 1. NO PROPRIETARY INVESTMENT PRODUCT ASSET BASED PER HEAD 5 Year 7 Year 10 Year 5 Year 7 Year 10 Year Investment Product CalPERS - - - - - - - Empower 0.310% 0.307% 0.304% $128 $127 $126 - ICMA-RC 0.325% 0.309% 0.295% $163 $158 $157 - Lincoln 0.560% 0.560% 0.560% $231 $231 $231 - MassMutual 0.340% 0.340% 0.340% $358 $358 $358 - CURRENT ESTIMATED ADMINSTRATION FEES* CalPERS 0.38% $252 Proprietary Lineup ICMA-RC 0.80% $128 Multiple Combined 0.46% $190 Varies *The current administration fee for CalPERS is estimated based on the proprietary investment lineup; the average total cost (including both investment management and recordkeeping) is 0.44%. The current administration fee for ICMA-RC is asset-based and varies based on revenue share provided by the investment lineup. These asset-based charges are also converted to a per-head fee for illustration purposes. ATTACHMENT A 2. PROPRIETARY INVESTMENT PRODUCT ASSET BASED PER HEAD 5 year 7 year 10 year 5 year 7 year 10 year Investment Product CalPERS* 0.290% 0.290% 0.290% - - - Proprietary Lineup Empower 0.300% 0.297% 0.294% $124 $123 $122 Putnam Stable Value ICMA-RC 0.323% 0.307% 0.293% $161 $157 $156 Vantagepoint PLUS Fund Lincoln 0.530% 0.530% 0.530% $218 $218 $218 Lincoln Stable Value Account MassMutual 0.330% 0.330% 0.330% $349 $349 $349 Capital Preservation CURRENT ESTIMATED ADMINSTRATION FEES** CalPERS 0.38% $252 Proprietary Lineup ICMA-RC 0.80% $128 Multiple Combined 0.46% $190 Varies *The CalPERS proposed asset-based pricing is estimated based on the proprietary investment lineup; the average total cost (including both investment management and recordkeeping) is 0.33%. **The current administration fee for CalPERS is estimated based on the proprietary investment lineup; the average total cost (including both investment management and recordkeeping) is 0.44%. The current administration fee for ICMA-RC is asset-based and varies based on revenue share provided by the investment lineup. These asset-based charges are also converted to a per-head fee for illustration purposes. Asset based pricing is tied to assets and is the current fee model used in the Plan. The lowest proposed pricing is one that includes the use of an entirely proprietary investment lineup. The actual recordkeeping compensation is unknown in this case as it is included in the investment costs. Of directly quantifiable bids, Empower had the lowest five-year bid at 0.300% followed by ICMA-RC’s bid of 0.323%, which is about $5,700 and $6,100 in annual recordkeeping fees, respectively as compared to CalPERS estimate price of 0.290% or about $5,500 annually. Over a 7-year contract, Empower again had the best direct bid at 0.297%, again followed by ICMA-RC’s proposal of 0.307%, which equate to about $5,600 and $5,800, respectively (CalPERS estimate price remains 0.290% or about $5,500 annually). Lastly, ICMA-RC had the lowest proposed ATTACHMENT A pricing while using a 10-year contract with pricing of 0.293%, followed by Empower with a proposal of 0.294% (CalPERS estimate price remains 0.290%). Per head pricing is based on the number of participants. In cases where a plan’s participant base is steady and assets are growing, this method of pricing can be advantageous over time. Recordkeepers typically prefer asset-based pricing over per head pricing. This is reflective in the higher proposed per head cost relative to asset-based pricing. Empower had the best defined per head pricing over 5-, 7- and 10-year bids. As CalPERS only provided a proprietary investment lineup with pricing intertwined, per head pricing is not applicable to their bid. A summary of estimated total annual administration costs for all bids and current pricing can be found on the following page. ATTACHMENT A TOTAL ANNUAL ADMINISTRATION COST (Assumes: Proprietary products, $1.9m in assets, 46 accounts, no asset or participant growth) $10,042 $8,751 $6,253 $6,120 $5,684 $5,495 Lincoln Current MassMutual ICMA-RC Empower CalPERS Asset Fee: 5 Year Contract $10,042 $8,751 $6,253 $5,817 $5,627 $5,495 Lincoln Current MassMutual ICMA-RC Empower CalPERS Asset Fee: 7 Year Contract $10,042 $8,751 $6,253 $5,571 $5,552 $5,495 Lincoln Current MassMutual Empower ICMA-RC CalPERS Asset Fee: 10 Year Contract $16,054 $10,028 $8,751 $7,406 $5,704 MassMutual Lincoln Current ICMA-RC Empower Per Head Fee: 5 Year Contract $16,054 $10,028 $8,751 $7,222 $5,658 MassMutual Lincoln Current ICMA-RC Empower Per Head Fee: 7 Year Contract $16,054 $10,028 $8,751 $7,176 $5,612 MassMutual Lincoln Current ICMA-RC Empower Per Head Fee: 10 Year Contract ATTACHMENT A PARTICIPANT ALA CARTE FEES CalPERS Empower ICMA-RC Lincoln MassMutual Loan set-up: $50 $75 $75 $75 $75 Loan maintenance: $35 $50 $50 $25 $40 In-service withdrawals: $0 $50 $0 $25 $50 Emergency withdrawals: $0 $50 $0 $0 $125 + $50 Required minimum distributions: $0 $50 + $25 annually $0 $0 $50 QDRO determination: $0 $400 $0 $500 $500 QDRO processing: $0 $75 $250 $0 $50 Stop payment: $50 $25 $0 $0 $0 Replacement 1099-R: $0 $0 $0 $0 $0 Wire transfer/EFT: N/A / $50 $40 $15 $0 $0 Disbursements: $0 $50 $0 $40 $50 Brokerage Setup: $0 $0 $50 $0 $0 Brokerage Annual: $50 $50 $0 $0 $100 Managed Account: N/A 0.35%-0.65% 0.25%-0.40% 0.45% 0.60% CONCLUSION: The City’s current Plan structure can be simplified by consolidating assets to one provider and made more transparent by eliminating revenue share as a pricing mechanism. Four of the five vendors’ bids provide for a reduction in administration costs of about 29% to 37% relative to current pricing while the fifth vendor represents an increase in administration costs by about 15% when considering the 5-year proprietary product asset-based bids. ATTACHMENT A Section 2ATTACHMENT A A. FIRM STRENGTH, EXPERIENCE AND QUALIFICATIONS A1. Provide a single main contact for all matters related to this RFP. Name: Dave Saavedra Title: Operations Manager Address: 400 Q Street City, State: Sacramento, CA 95811 Phone: 916-601-9948 E-mail: Dave.Saavedra@calpers.ca.gov A2. Complete the chart indicating the year you were founded and began offering administration services: CalPERS Voya Firm was founded: 1939 1954 457 public sector plans: 1995 1979 401 public plans: N/A 1972 Healthcare trusts: N/A 1967 A3. Complete the chart describing your business. Public or privately held: Public Parent location: Windsor, CT Business structure: Voya Financial, Inc. is a premier retirement, investment and insurance company serving the financial needs of 13 million individual and institutional customers throughout the United States. Voya Retirement Insurance and Annuity Company (“VRIAC”) is a wholly owned direct subsidiary of Voya Holdings Inc., a Connecticut corporation, which is a wholly owned subsidiary of Voya Financial, Inc. (collectively, “Voya”). Parent company name: Voya Financial, Inc Number of subsidiaries: 3 Public or privately held: Private Parent location: Sacramento, CA Business structure: The California Public Employees’ Retirement System (CalPERS) is an agency of the State of California charged to administer pension, health, other post- employment benefits (OPEB), and supplemental income programs for the benefit of state and local public employees. CalPERS has been a retirement system administrator for more than 85 years. CalPERS is the largest public employee retirement fund in the United States. Parent company name: California Public Employees’ Retirement System (CalPERS) Number of subsidiaries: 0 A4. Complete the following chart showing total company revenue and retirement plan services revenue. Year Total Company Revenue ($) Retirement Plan Services Revenue ($) 2019 $5,510MM $2,712MM 2018 $8,217MM $2,727MM 2017 $8,048MM $2,638MM 2016 $9,389.4MM $3,257.0MM ATTACHMENT A A5. List your insurance policies and limits applicable to the solicitation. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omissions >$50,000,000 Confidential to Voya Financial, Inc. Chubb (lead) Directors & Officers Confidential to Voya Financial, Inc. Confidential to Voya Financial, Inc. Confidential to Voya Financial, Inc. General Liability >$10,000,000 >$10,000,000 AIG (lead) Financial Instl. Bond >$50,000,000 Confidential to Voya Financial, Inc. AIG (lead) Cyber Security >$50,000,000 Confidential to Voya Financial, Inc. Chubb (lead) Workman Comp Statutory Requirements/$1M per event Confidential to Voya Financial, Inc. AIG (lead) Auto $5M Aggregate/$1M Single Limit Confidential to Voya Financial, Inc. N/A A6. As of the RFP issue date, were there any discussions or pending agreements to purchase another organization, or to sell or merge any part of your organization? Any ownership changes in the last 5 years? (Yes/No) If yes, explain. Yes/No Year Brief Description (50 word limit per line) Purchase: Yes 2018 Voya Financial, Inc. announced on May 11, 2018 that it entered into an agreement to acquire Pen-Cal Administrators, Inc. (Pen-Cal) and Pen-Cal became part of Voya’s Retirement business operating unit as of the closing on June 29, 2018. Merge: * * * Sell: Yes 2017 and 2019 On December 20, 2017, Voya Financial, Inc. entered into an agreement to sell Voya Insurance and Annuity Company, as well as an affiliated broker-dealer, Directed Services, LLC and closed on June 1, 2018. No portion of Voya’s Retirement business segment was involved in this transaction. On December 18, 2019, Voya Financial, Inc. entered into an agreement to sell Security Life of Denver Insurance Company (“SLD”) and Security Life of Denver International Limited (“SLDI”) as well as several subsidiaries of SLD and SLDI and is expected to close by September 30, 2020. No portion of Voya’s Retirement business segment is involved in this transaction. Ownership Changes: Yes 2018 Voya Institutional Plan Services, LLC’s parent changed as the result of internal restructuring. * It is our policy that we do not comment on any non-public corporate strategy. A7. Has your organization ever filed for bankruptcy or otherwise become insolvent? (Yes/No) Yes/No Date Bankruptcy No N/A Insolvent No N/A ATTACHMENT A A8. If your organization or parent company has a credit rating, provide your ratings from the organizations listed below. For insurance companies, include the financial strength rating, as well as your counterparty credit rating. If rated by some other service, provide the organization name and rating. If your company and/or subsidiary unit is rated by an outside agency, provide only the most recent rating agency report and label it Exhibit 1. Not applicable (no Exhibit 1). Voya Institutional Plan Services, LLC provides administrative and recordkeeping services to plan sponsors and does not sponsor insurance products that would be associated with a rating of such products. However, we have provided the current financial strength ratings of our sister company Voya Retirement Insurance and Annuity Company (VRIAC), which would be the issuer of one or more of the stability of principal investment options offered by Voya under this proposal. Rating Organization Financial Rating Financial Strength Rating Counterparty Credit Rating Date of Last Rating Fitch: A N/A 2019 N/A Moody’s: A2 N/A 2019 N/A S&P: A+ N/A 2019 N/A Other: N/A N/A N/A N/A A9. Provide the following key financial information for your company for their last two calendar or fiscal year end: FINANCIAL METRICS 2019 2018 Total Revenue: * * Net Income: * * Current Ratio: * * Quick Ratio: * * Debt to Equity Ratio: * * *Please refer to the Voya Investor Supplement 2018 and Q4 2019 https://investors.voya.com/financials/quarterly- earnings/default.aspx A10. State whether the Proposing Firm is currently involved in any litigation, threatened litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition, unpaid judgments or other action that could have an adverse impact on your ability to provide the required needs as outlined in this RFP. (Yes/No) If yes, please describe the nature of the item and its potential impact on the Firm’s operations. In its role as service provider for its clients, Voya Institutional Plan Services, LLC (“VIPS”) from time to time is named as a defendant in litigation. Although it is not possible to predict the outcome of pending or threatened litigation, there is no past, pending or threatened litigation that has had or is likely to have a material adverse impact on VIPS ’ ability to perform services under the proposed contract. In the normal course of its business, VIPS receives subpoenas and voluntary requests for information from the SEC and other governmental authorities, It is generally our policy to cooperate fully with such requests for information. To its knowledge, VIPS is not now nor has it been a target of governmental investigations, and it has not been fined or otherwise sanctioned by an State or government agency. As a publicly traded company, Voya is restricted from providing non-public disclosures. Information is available through the company’s public filings with the Securities and Exchange Commission, 10-k filing, Section 8. Not all of the matters listed on this document pertain to our retirement business. We believe these matters do not reflect negatively on our fitness or ability to perform our contracts with any current or potential customers, including the City of Temple City Voya Financial, Inc. announced on May 11, 2018 that it entered into an agreement to acquire Pen-Cal Administrators, Inc. (Pen-Cal). Pen-Cal is a leading provider of non-qualified deferred compensation benefit plans and consulting services. Pen-Cal became part of Voya’s Retirement business operating unit as of the closing on June 29, 2018. With over 50 years of experience, Pen-Cal has a rich understanding of plan design and the leadership and flexibility to ATTACHMENT A support innovative benefits programs. Voya’s decision was based on Pen-Cal’s strong reputation and technical expertise, exceptional system functionality, and the successful relationship we have had working together on past nonqualified business. Case and Number: State Venue Year Filed Civil/ Criminal Litigation Amount Status (pending/settled/closed) Investigation(s) Brief Description (limit 100 words) Other(s) Brief Description (limit 100 words) A11. Has your parent company, organization or any of your local service representatives assigned to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. Due to the broad scope of activities conducted by Voya Institutional Plan Services, LLC (“VIPS”) and its parent, subsidiaries and affiliates, information provided in this response is limited to VIPS. Additional information is available through the company’s public filings with the Securities and Exchange Commission. Please see our previous response to question A10. Company/Individual Name(s) Year Regulatory Agency Violation A12. Has any subcontractor that would be part of the service delivery to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. No. Contractor/Individual Name(s) Year Regulatory Agency Violation A13. Complete the following table with total number of employees represented by each: TOTAL NUMBER OF EMPLOYEES (#) 2019 2018 2017 2016 2015 Firm employees: 5,898 5,889 6,369 6,790 6,838 Working on DC plans: 2,853 2,668 2,075 2,378 2.597 Solely serving public sector plans: 1,083 914 * * * *Historical data unavailable as we previously did not track this detail. ATTACHMENT A A14. Complete the following table regarding plan usage for each: Total assets invested in the Firm’s proprietary investment products by DC plans for which you provide recordkeeping: $68.8 billion Total assets invested in non-proprietary investment products within DC plans for which you record keep: $74.3 billion Total assets invested in the Firm’s Managed Account Program: $2 billion % of governmental plans using managed accounts: 79% % of governmental participants using managed accounts: 0.39% Average govt. participant utilization rate as a % for those plans offering Managed Accounts: 3.95% A15. Complete the following tables for Public Sector retirement plan clients you recordkept: TOTAL ASSETS ($) 2019 2018 2017 2016 2015 All Defined Contribution $346.4 billion $306.8 billion $378.5 billion $312.8 billion $288.7 billion 457 $93,768.9 million $56,932.0 million $63,156.8 million $43,701.5 million $39,554.3 million 401(a) $16,523.7 million $14,490.7 million $9,266.2 million $8,280.8 million $7,327.4 million 401(k) $218.6 billion $193,925.9 million $261,545.3 million $218,962.1 million $202,050.0 million PST plans * * * * * Healthcare Trusts $464.6 million $402 million $315.7 million $291.9 million $267.7 million *Voya does not track the number of PST plans 1Data represents TASC, third party partnership, book of business data as of 2019 TOTAL PARTICIPANTS (#) 2019 2018 2017 2016 2015 All Defined Contribution 5.3 million 5.1 million 5.2 million 5.6 million 4.5 million 457 1.6 million 1.3 million 1.5 million 1.2 million 1.3 million 401(a) 540K 524K 182K 182K 174K 401(k) 2.4 million 2.3 million 2.5 million 2.3 million 2.9 million PST plans * * * * * Healthcare Trusts 51k 47k 39k 35k 38k *Voya does not track the number of PST plans 1Data represents TASC, third party partnership, book of business data as of 2019 A16. Complete the following tables for Public Sector 457 DC retirement plan participants you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 4,710 $4,599.6 million * 150 to 500 participants: 323 $3,768.2 million * 501 to 2,500 participants: 126 $5,169.4 million * 2,501 to 5,000 participants: 14 $1,789.9 million * 5,001 to 10,000 participants: 42 $13,937.3 million * Over 10,000 participants: 23 $64,456.6 million * TOTAL 5,238 $93.7 million * *Voya does not track the number of sole provider plans ATTACHMENT A Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 4,943 $4.6 million * $10 million to $100 million: 216 $6.4 million * $101 million to $200 million: 30 $4.3 million * $201 million to $500 million: 21 $6.6 million * Over $500 million: 28 $71.6 million * TOTAL 5,238 $93.7 million * *Voya does not track the number of sole provider plans A17. Complete the following tables for Public Sector 401(a) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 545 $552 million * 150 to 500 participants: 126 $1.3 billion * 501 to 2,500 participants: 39 $2.3 billion * 2,501 to 5,000 participants: 5 $1.2 billion * 5,001 to 10,000 participants: 8 $1.2 billion * Over 10,000 participants: 5 $7 billion * TOTAL 728 $13.7 billion * Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 631 $790 million * $10 million to $100 million: 78 $2.2 billion * $101 million to $200 million: 7 $995.8 million * $201 million to $500 million: 6 $1.6 billion * Over $500 million: 6 $8 billion * TOTAL 728 $13.7 billion * *Voya does not track the number of sole provider plans A18. Complete the following tables for Public Sector 401(k) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 44 $62 million * 150 to 500 participants: 13 $153 million * 501 to 2,500 participants: 8 $596 million * 2,501 to 5,000 participants: 2 $202 million * 5,001 to 10,000 participants: 1 $4.6 million * Over 10,000 participants: 0 0 * TOTAL 68 $1 billion * *Voya does not track the number of sole provider plans Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 51 $91 million * $10 million to $100 million: 14 $368.6 million $101 million to $200 million: * $201 million to $500 million: 4 $558 million * Over $500 million: 0 0 * TOTAL 0 0 * *Voya does not track the number of sole provider plans ATTACHMENT A A19. Complete the following tables for Public Sector Healthcare Trusts you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 100 participants: 65 $81 million * 101 to 250 participants: 24 $46 million * 251 to 500 participants: 16 $45 million * 501 to 1,000 participants: 9 $53 million * 1,001 to 5,000 participants: 7 $45 million * Over 5,000 participants: 2 $191 million * TOTAL 123 $464 million * *Voya does not track the number of sole provider plans 1Data represents TASC, third party partnership, book of business data as of 2019 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $5 million: 106 $134 million * $5 million to $10 million: 11 $86 million * $10 million to $50 million: 5 $96 million * $50 million to $100 million: 0 $0 * Over $100 million: 1 $147 million * TOTAL 123 $464 million * *Voya does not track the number of sole provider plans 1Data represents TASC, third party partnership, book of business data as of 2019 A20. Complete the following table regarding the number of public sector defined contribution retirement plans (irrespective of entity type) you have won/lost. This response should include cases in which you elected not to re-bid and should not include cases in which you were retained with no meaningful growth in assets upon retention. Clients Won 2019 2018 2017 2016 2015 2014 Under $20 million: 2,197 2,437 2,569 2,037 1,847 1,526 $20 million to $100 million: 14 28 24 13 13 12 $101 million to $200 million: 2 3 9 1 2 1 $201 million to $500 million: 1 0 3 0 1 1 Over $500 million: 1 1 8 2 0 0 Total 2,215 2,613 2,613 2,053 1,863 1,540 Clients Lost 2019 2018 2017 2016 2015 2014 Under $20 million: 1,370 859 1,067 935 1,010 1,006 $20 million to $100 million: 25 35 20 16 23 17 $101 million to $200 million: 2 7 4 3 2 7 $201 million to $500 million: 0 6 2 0 2 1 Over $500 million: 0 7 0 0 9 1 Total 1,397 914 1,093 954 1,046 1,032 ATTACHMENT A A21. Does your organization have any affiliations with, or endorsements from, any public or private organizations and/or industry groups, etc.? (Yes/No) If yes, describe the relationship, and include a description of whether or not it is a monetary relationship. No. Organization Name Monetary Relationship (Y/N) Amount of Contribution Length of Relationship N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A ATTACHMENT A B. RECORD KEEPING, CYBER SECURITY AND CUSTODY RECORD KEEPING: B1. Complete the table below regarding your recordkeeping system: Response Is your recordkeeping system proprietary? (Yes/No): Yes Used since: 1987 Number of participants on the system: 5.6 million as of 3/31/20 Number of plans on the system: 1 Is the system server-based or mainframe-based? Mainframe based B2. Provide a copy of the Firm’s SOC 1 and SOC 2 audit reports. Include copies in the Exhibit Folder and label it Exhibit 2. Please refer to Exhibit 2 for a copy of the most recent SOC 1 Report. Provision of our SOC 2 audit report requires the execution of a non-disclosure agreement (NDA). B3. Provide control objective results from your most recent system audit, including number of exceptions or deviations noted. Include a copy in the Exhibit Folder and label it Exhibit 3. Please refer to Exhibit 3 for a copy of the most recent system audit report detailed in the SOC 1 report. B4. Will you provide access, with reasonable notice, to parties authorized by the Plan Sponsor for the purpose of performing any audit or reviews that are deemed necessary? ☒Yes ☐No B5. Are there particular file formats that must be utilized when submitting payroll contributions and loan deduction data to your Firm? List the formats. ☒Yes ☐No File Format Options The CalPERS SIP Program supports more than 818 public agencies in processing file submissions into the my|CalPERS system for payroll deductions. This process is conducted regardless of the payroll software utilized by those agencies including PeopleSoft, Kronos or Workday to name a few. These agencies can report contributions online or via file submission and the files must be formatted in an XML file format. B6. What is the daily deadline time in the Plan Sponsor’s time zone for you to receive the contribution file and funds and complete the investment of those contributions into the appropriate fund(s)? Utilizing the my|CalPERS record-keeping system, the City of Temple City will provide the payroll file according to a mutually agreed upon payroll schedule. Posting contributions to participant accounts takes four business days upon receipt of files and EFT payments in good order from the City of Temple City when received by 3:00 p.m. on a business day. In the event the files and payments are received after 3:00 p.m. on a given business day, an additional processing day may take place. Daily time deadline 3:00 p.m. ATTACHMENT A Submitted via my|CalPERS system Processing days Posted day Monday 4 business days Friday Monday (after 3:00 p.m.) 5 business days Monday B7. As it relates to your record keeping system, what is the timeframe for participants to report errors after discovery? # of days to report error 30 day B8. Will you agree to make participants and/or the Plan(s) whole for any and all record keeping and/or administrative errors within your control and is there any limit? (Yes/No) Make participants/Plan whole for errors (Y/N) Yes Dollar limit No dollar limit Time limit 30 days Voya would make participant whole for any administrative errors they make. No dollar limit. The participant statements do say “Please read this statement carefully. Any error must be reported within 30 days.” B9. Can your Firm tier the investment menu (meaning break up the core menu into sections with asset allocation funds in one tier and the core menu in another) on paper forms? (Yes/No) On the website/mobile? (Yes/No) Paper forms: ☒Yes ☐No Website/mobile: ☒Yes ☐No B10. Does your Firm offer a Roth 457 account deferral feature? (Yes/No) ☒Yes ☐No B11. Does your Firm offer a Roth 457 in-service account conversion feature? (Yes/No) ☒Yes ☐No B12. If a participant is contributing to both traditional pre-tax and Roth after-tax, can they choose a different investment allocation for each (traditional versus Roth)? (Yes/No) ☐Yes ☒No B13. Does your self-directed option allow participants a traditional or ROTH account choice? ☒Yes ☐No B14. Does your self-directed option allow participant to have a traditional and ROTH account concurrently? ☒Yes ☐No ATTACHMENT A B15. Do your participant statements show pre-tax and Roth after-tax contributions separately so participants can track these investments separately? ☒Yes ☐No B16. Is your Firm able to process salary deferrals in the form of both percentages and dollar amounts? ☒Yes ☐No B17. Is your Firm able to move to paperless enrollment? (Yes/No) If yes, please briefly describe the process and what would be required of the Plan Sponsor. ☐Yes ☒No Description: (100 word limit) Secure Paperless enrollment is not possible since the CalPERS 457 is a multi-agency plan with disparate plan sponsor payroll systems, the my|CalPERS system and Voya recordkeeping. B18. Is your Firm able to move to paperless statements? (Yes/No) If yes, please briefly describe the process and what would be required of the participant(s). ☒Yes ☐No Description: (100 word limit) The CalPERS 457 Plan future direction is to allow participants the option to sign up for e-delivery with email notification via the participant website. B19. Could paperless statements be a default setting? (Yes/No) ☒Yes ☐No CYBER SECURITY: B20. Briefly describe your data security process. Include a brief description of how access to participant data (current and archived) is controlled and monitored (i.e., who specifically can view participant account data, who can print this data, who can remove this data from your facility either on a laptop, flash drive, CD or as a printed report). Description: (300 word limit) Voya implements and maintains identity management system(s) and authentication process(es) for all systems that access, process, store, or transmit participant Personally Identifiable Information (PII). Voya ensures that the following user access controls are in place: • Implementing username and password requirements – When participants set up online access to their accounts, they create their own unique username and secret password, to allow for safe and secure access to the accounts. We have security monitoring and other protective procedures in place, such as limits on password entry attempts and multi-factor authentication. • Customer verification – No matter how they contact Voya—online or by phone—we verify a participant’s identity before allowing access. ATTACHMENT A " Security questions Multi-factor authentication: if the participant or someone else tries to log in from a computer we do not recognize, we will challenge them with one of the enhanced security questions they previously answered when they registered. " Strong encryption We employ some of the strongest methods of encryption commercially available today to protect personal information, such as username and password, or the contents of their portfolio as it travels from their computer to our systems. Maintaining authorized access to data Roles are defined using the basis of least privileged and access is granted only to those resources required for the user s job function. All access requirements to applications and systems are re-affirmed on a quarterly basis and audit trails maintained. Access is integrated with our human resource information system ( HRIS ) system to revoke access upon termination or change in job responsibilities. B21. How often are your systems backed-up? Frequency of back-ups Our systems are fully redundant. B22. Are your systems backed-up offsite and if so where are the location(s)? &Yes &No Location 1: Sterling, VA Location 2: Shakopee, MN Location 3: Location 4: B23. Do you encrypt data in storage and transit? What type of data is encrypted? &Yes &No Type of data encrypted: (100 word limit) Voya employs some of the strongest methods of encryption commercially available today to protect personal information, such as username and password, or the contents of client portfolios as they travel. B24. How many system security breaches has your organization experienced in the last three years? How many were under the current system? None. Voya Institutional Plans Services(VIPS) plan recordkeeping platform has not experienced a system wide data breach resulting in the loss of or improper access to participant personal confidential information. There have been no such instances on VIPS plan recordkeeping platform where Voya has been required to contact the authorities. Number of breaches in 3 years None Number on current system N/A B25. Which external vendors and business partners for this procurement would you share participant information with? Describe: (100 word limit) We do not share participant information with external vendors or business partners. ATTACHMENT A B26. What participant information do you share with external vendors or business partners? Describe: (100 word limit) Personal information may be disclosed to an unaffiliated third party for necessary servicing of the product or service or for other normal business transactions as permitted by law. We do not disclose personal information to an unaffiliated third party for servicing purposes unless a contract containing a confidentiality/non-disclosure provision has been signed by the relevant Voya company and the third party. We maintain procedures to assure that we do not share or disclose personal information with an unaffiliated third party for marketing unless such sharing is permitted by law. B27. How frequently is the security of your data audited? State the date of the most recent verification and the party that performed it and provide a summary of the assessment outcome. Frequency of audit Annually Date of last audit SOC 1, September 30. 2019 Summary: (100 word limit) The most recent Service Organization Control 1 (SOC 1) report, performed in accordance with the Statement on Standards for Attestation Engagements No. 18, relates to the period January 1 through September 30, 2019 by Ernst & Young LLP, our external auditor. A copy of the SOC 1 report is enclosed. The most recent System and Organization Controls 2 (SOC 2) report relates to the period January 1 through September 30, 2019 by Ernst & Young LLP, our external auditor. B28. What account security features do you offer to protect participant accounts? Multi-factor log-in (yes/no) Yes Unique (non-SS#) login (yes/no) Yes Frequency of password changes N/A Minimum Password length 8-20 characters in length B29. If a participant account is breached, do you provide third party account monitoring services? Who is the vendor? What is the length of the service offered? Do you provide third party service (Yes/No) Yes Which vendor Experian Length of service 2 years B30. What is your firm’s policy for reimbursing participants who have lost assets from their plan accounts due to cyber-security events (hacking, etc.) and/or fraudulent activity? Describe any limits on losses that may apply at the Participant or Plan level. Limit your response to 100 words. Policy: (100 word limit) Voya provides a S.A.F.E.™ (Secure Accounts for Everyone) guarantee to existing retirement plan account holders. Under this program, in the event assets are distributed from a participant’s retirement plan account due to unauthorized activity and after a full and thorough investigation it is determined that such unauthorized activity was committed through no fault of the participant or the employer, then Voya will restore the value of the participant’s account. *Affected Persons” means Client’s and its Affiliate’s former and current employees whose PI may have been disclosed or compromised as a result of an Information Security Incident. ATTACHMENT A CUSTODY: B31. Who would provide trustee/custodial services to the Plan? What is the length of your relations with the trustee/custodial service provider? Provider name State Street Bank and Trust Length of relationship 26 years B32. Provide a listing of the custodian’s insurance coverage in the specific categories provided in the table below. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omission >$50,000,000 Confidential to Voya Financial, Inc. Chubb (lead) Directors & Officers Confidential to Voya Financial, Inc. Confidential to Voya Financial, Inc. Confidential to Voya Financial, Inc. General Liability >$10,000,000 Confidential to Voya Financial, Inc. AIG (lead) Financial Instl. Bond >$50,000,000 Confidential to Voya Financial, Inc. AIG (lead) Cyber Security >$50,000,000 Confidential to Voya Financial, Inc. AIG (lead) Workman Comp >$1,000,000 Confidential to Voya Financial, Inc. AIG (lead) Auto >$10,000,000 Confidential to Voya Financial, Inc. AIG (lead) Other(s) ATTACHMENT A C. PARTICIPANT SERVICES ON-LINE ADVICE / MANAGED ACCOUNT SERVICES: C1. If requested, will your Firm offer an on-line advice and/or managed account service to the Plan Sponsor’s participants? (Yes/No) If yes, complete the table below. No. On-line Advice Service Managed Account Service Service provider: Name of service: Used since: Total number of public sector participants utilizing service: Total number of public sector plans utilizing service: Total amount of public sector assets in the service: Average participant utilization rate per plan: C2. Could the Plan Sponsor choose to exclude the managed account service and offer only online advice? ☐Yes ☒No C3. Can your Firm offer managed accounts only to retirees and separated participants? ☐Yes ☒No C4. Does your firm provide a managed account service that is specifically designed for retirees, including those who are taking distributions? ☐Yes ☒No C5. Does the distribution model used in the managed account service allow for distributions to be paid from a specific investment option (i.e., Stable Value)? ☐Yes ☒No C6. Will the representative(s) assigned to serve the Plan Sponsor’s participants provide counseling that includes using the on-line investment advice tool to help participants select an appropriate investment allocation? ☐Yes ☒No C7. Will your Firm, or the investment advice provider that you are partnered with, assume fiduciary responsibility for the investment advice given to participants? ☐Yes ☒No C8. If your Firm will partner with another firm to provide investment advice, internet-based or otherwise, will the Plan Sponsor be required to contract separately with that firm? ☐Yes ☒No ATTACHMENT A COMMUNICATION AND EDUCATION: C9. Will your Firm provide online investment advice with assistance provided by your on-site participant service representative(s)? For example, the on-site participant service representative would be expected to explain the online advice tool to the participant, perform the data entry, and generate and explain the output of the service in a one-on- one meeting. Not Applicable ☐Yes ☒No Number of annual meetings N/A Total hours N/A Are hours inclusive or exclusive to the participant education hours proposed N/A C10. If applicable, what certifications, licenses and training are the individuals who provide participant investment advice required to obtain (e.g. Series, 7, 63, 65, insurance licenses, etc.)? Please only state required certifications and distinguish between local (on-site) participant representatives and home office (call center) participant representatives. On-Site (Y/N) Call Center (Y/N) FINRA Series 7 Y N FINRA Series 63 N N FINRA Series 65 Y N CFP N N CFA N N Other(s) N N C11. Do any of these individuals assigned to this procurement have any U-4s or Disclosure Events listed with FINRA? ☐Yes ☒No C12. Will you offer participants comprehensive financial planning services? ☐Yes ☒No C13. If yes, will you offer participants comprehensive financial planning services through a Certified Financial Planner? ☐Yes ☒No C14. Do any of the individuals who provide financial planning services have any U-4s or Disclosure Events listed with FINRA? ☐Yes ☒No C15. Are you proposing any financial planning service day(s) as part of your bid? No, as CalPERS does not offer financial planning for its participants. Number of annual meetings Total hours Are hours inclusive or exclusive to the participant education hours proposed ATTACHMENT A C16. How many on-site service representatives are being proposed for servicing this Plan Sponsor? Number of on-site service representative(s) 1 C17. Describe the physical and personnel resources you will either provide to or need from the Plan Sponsor for on-site services such as office space, conference rooms and clerical/administrative support for meeting arrangements as relevant to the services provided. Onsite resources: (100 word limit) • Voya will need assistance to reserve rooms for group and individual meetings on Voya’s scheduled service days. Voya will work with staff to schedule service days at times and locations that are convenient to your employees. • Voya will need the City’s assistance to publicize the availability of our representative’s services. This may require the use of e-mail or another form of distribution to inform employees of the dates, times and location for group and individual meetings on scheduled service days. •Voya will need the City’s ongoing guidance in to the overall communication and education plan the City wishes to pursue. C18. Complete the following for the primary service representative that would be assigned to the Plan Sponsor to directly interact with participants. Representative #1 Representative #2 Name: Junior Granados Dauna Bohlken Years at Firm: 14 7 Years in industry: 21 20+ Location (City, State): Los Angeles, CA Redlands, CA Total number of client accounts serviced: 80 89 Total assets serviced: $174,000M $169,780,974 Total number of participants serviced: 1,500 2019 Highest Academic degree Achieved: BS BA-Cal State University of San Bernardino Professional Credential(s): CFS FINRA/Insurance License(s): FINRA Series 6, 63, 65 FINRA Series 6,63,654 Typical work schedule (days and hours): 5 days, and 8 hours daily 5 days, and 8 hours daily Contracted turnaround time for returning emails and/or phone calls: Within 24 hours, if not sooner Within 24 hours, if not sooner C19. What FINRA/insurance licenses are required for on-site participant service representatives? Required FINRA Series FINRA Series 6 or 7, 63, 65 (or 66) Required Insurance Licenses California Life/Health/Variable Annuity Insurance license C20. Would the participant service representative work out of his/her house or an office? ☐Home ☐Office ☒Both ATTACHMENT A C21. Will the Plan Sponsor be able to participate in the selection of the on-site participant service representative(s) assigned to the account? (Yes/No) ☒Yes ☐No The account representatives are assigned by territory and live in their territory. However, if there is ever a conflict, we are happy to engage in a conversation to see if another representative might be available. C22. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the personnel assigned to the account? Describe: (200 word limit) Voya and CalPERS realizes that a positive and effective relationship is a key driver of customer satisfaction; therefore, we pride ourselves on our flexibility to meet customer needs. We would promote open communication regarding necessary performance expectations and match those expectations with appropriate team member skill sets. In the event that there’s dissatisfaction with performance of the personnel assigned to the City plans, Voya/CalPERS would be happy to discuss the situation with you and make an appropriate change. As indicated previously, the City would be able to participate in the selection of any new on-site representative assigned to the plan. C23. Will you provide on-site, individual meetings and group sessions at sites and times specified by the Plan Sponsor? ☒Yes ☐No C24. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site annual enrollment/education commitment. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed annual number of on-site service hours: 60 Proposed annual number of on-site service days: 12 days (1 per month) C25. Complete the table on compensation structure for any employee, certified financial planner, and contractor (including the on-site participant service representatives) of your organization who would meet face-to-face with the participants and whether this compensation is one-time, recurring or varies based on the investments or products chosen by the participant. % Fixed Compensation % Bonus Employment Status (W2 Employee or 1099 Contractor) Account representative Phone representative Education representative 85% 15% W2 Investment advice representative Bonus payment criteria (50 word limit) Based on achieving activity goals; i.e. meetings, presentations. ATTACHMENT A C26. Are your on-site participant service representatives, plan sponsor representative, and/or any other employees given incentives to sell the following products or services: online advice, managed accounts, guaranteed minimum withdrawal benefit options, IRA rollover, and/or managed payout options? (Yes/No) Complete the tables below. State additional products or services that apply. Is Any Compensation Based on the Adoption of: On-Site Rep Plan Sponsor Rep Other Employees Fixed or General Account/Stable Value: No No No Managed Accounts: No No No Guaranteed Minimum Withdrawal Benefit: No No No Managed Payout Options: No No No Proprietary Mutual Funds: No No No Roth or traditional IRA or Rollover IRA: No No No Other Products: No No No C27. Briefly describe how you measure and/or benchmark the impact your communication and education efforts have on participant behavior? Limit your response to 200 words. Measure/ Benchmark: (200 word limit) Knowing the success of our communication and educational efforts is critical to determining ongoing strategies. Using internal reporting and measurement tools, the effectiveness of communication events is measured by your assigned communications strategist and Client Service Team. We measure on several levels: • Shifts in overall plan statistics from quarter to quarter • Specific communication events both before and after the communication activity to determine what action was taken or level of understanding and confidence gained • Employees attending meetings are encouraged to complete a meeting feedback form, providing objective response to the presentations and helping to identify future needs • Surveys through our e-survey tool or through the Participant Website and voice response system • Targeted messaging on the Participant Website before and at specific points in time post- issuance to determine what action was taken All results are reported back in the form of a case study. By measuring strategies, we are able to determine the campaign’s success and determine the next best communication steps. C28. Briefly describe your capability to track and report to the Plan Sponsor, on a quarterly basis, the success or effectiveness of various communication and education outreach campaigns. Limit your response to 200 words. Capabilities: (200 word limit) With regards to our education and communication campaigns, Voya will track and report on the effectiveness of these campaigns to the City. Specifically, we take a snap shot of the universe targeted at both the beginning and ending of any campaign and report these results. We look at the delivery methods utilized and speak to the effectiveness of these as well. Voya is able to track the overall effectiveness and impact of campaigns that are carried out via the City’s e-mail. The utilization of your email allows for complete tracking of the message from number of e- mails delivered, to the number of “click throughs” to off-site messaging and to the final desired impact including the number persons taking the desired action. Voya is able to provide more detailed reports on specific employee groups if the City were to include department identifier information for each of your employees during our transition process. Doing so allows us to isolate employee groups with historically high deferral rates to ensure we know the true deferrals of your employees and report this information accordingly. This information could be reported annually or upon the conclusion of specific communication or education effort. ATTACHMENT A C29. Do you offer the following participant services: Yes/No Retirement readiness scores or income gap analysis on statements: Yes Retirement readiness scores or income gap analysis on web/landing page: Yes Retirement readiness scores or income gap analysis on mobile devices: Yes C30. Are you willing to conduct surveys to assess the success of any education program? ☒Yes ☐No C31. If applicable, how frequently would you propose participant surveys be conducted? How frequently can the Plan Sponsor have participant surveys be conducted without incurring additional costs? Frequency of surveys: Every 3-5 years Additional cost: $0 C32. Will you provide the Plan Sponsor with any customized educational materials? Yes/No Description Website: No We will provide a plan website to the City which will utilize a specific address unique to the plan. We believe this will allow greater awareness of the site for the City employees and better facilitate the building of plan branding for your plans. Education booklets: No The materials we develop to educate, enroll and service your employees, including education booklets, will be tailored to your plans. To encourage widespread interest in the City’s plans, we will create a custom communications and branding model in an effort to make your employees understand the value of the City’s plans and the role they play in their overall retirement readiness. Newsletters: No Not available. We have reduced or eliminated the production of plan specific newsletters in favor of electronic communication and other communication medium that has proven to be more effective, as well as efficient for our communications staff and plan sponsor partners. We can certainly supply content for newsletters that the City may already be publishing on their own. Mailers: No Voya provides clients the opportunity to include printed material in participants' quarterly statements. Mailers are available only at the plan level. Compliance approved mailers, meeting print vendor specifications, must be submitted three weeks prior to the quarter end. Participant statements: No Participant statements are customized to display the plan name and plan specific investment menu. The City will have the flexibility to suppress items and sections, as well as include your logo, plan specific messages, and display the names of money sources used by the plan within the statement. ATTACHMENT A Mobile applications: No Voya provides a transactional mobile app for plan participants, but the app is not customizable to the plan. Participant forms: No We can customize participant forms with the plan name. Others: VRS Our voice response system (VRS) is customized to include the plan number, money sources and provide a listing of only those investment options available under your plan. A plan-specific customized special message can be placed after the participant logs onto the VRS. C33. Does your Firm provide educational services to participants through the use of webinars, including interactive webinars? ☒Yes ☐No STATEMENTS/SYSTEM TECHNOLOGY: C34. Do participant statements aggregate all account information if the employee were to have multiple plans/accounts with you? ☒Yes ☐No C35. What external accounts, not held with your organization, can a participant aggregate into your system? Explanation: (100 word limit) Voya’s Personal Financial Dashboard on our participant website will automatically update the values of external accounts added by the participant. C36. Does your system capture external account information at initial input? (Yes/No) For example, participant enters initial external account data and upon subsequent log-ins, the external account data populates. ☒Yes ☐No C37. Can your system capture and include participant defined benefit plan information, in statements or in a retirement income calculation or gap analysis? (Yes/No) ☒Yes ☐No C38. Do participant statements allow for a customized message from the Plan Sponsor? ☐Yes ☒No C39. Complete the chart regarding information available on participant statements. PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No Monthly fund performance: No Total assets: Yes Quarterly fund performance: Yes Total ROTH assets: Yes ATTACHMENT A PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No 1-year fund performance: Yes Total outstanding loan amount: Yes 3-year fund performance: Yes Loan repayment detail: Yes 5-year fund performance: Yes Cash flow personal rate of return: Yes 10-year fund performance: Yes Expense ratios: Yes Cash flow for quarter: Yes Defined benefit assets (if applicable): Yes Roth deferrals for quarter: Yes Projected retirement income: Yes Asset allocation: Yes Retirement readiness score: No C40. Complete the chart regarding information available on participant statements. Fill in the requested number of business days. How many days after quarter-end are statements mailed? Within 15 calendar days How many days after quarter-end until statements are available online? Within 15 calendar days How long are statements available? Within 15 calendar days C41. Provide a sample quarterly participant account statement. Include this in the Exhibit Folder and label it Exhibit 4. ☒Yes ☐No Please refer to Exhibit 4 for sample statement. C42. Can participants print on-demand account statements with self-selected time periods from your website? ☒Yes ☐No C43. Complete the following table regarding the information and transaction capabilities available to Plan participants through Phone Service Representatives (“PSR”), Voice Response Unit (“VRU”), Desktop Computer, and Mobile App. (Yes/No) Participant Inquiry/Transactions (yes/No) PSR VRU Computer Mobile Total account balance: Yes Yes Yes Yes Roth account balance: Yes Yes Yes Yes Account balance by fund: Yes Yes Yes Yes Roth account balance by fund: Yes Yes Yes Yes Investment elections: Yes Yes Yes Yes Deferral rate: No No No No Roth deferral rate: No No No No Contribution history: Yes Yes Yes Yes Transaction history: Yes Yes Yes Yes Withdrawal history: Yes Yes Yes Yes Loan application: Yes No Yes No Outstanding loan balance: Yes Yes Yes No Loan history: Yes Yes Yes Yes Loan modeling: Yes No Yes No Primary beneficiary designation: Yes No Yes No Secondary beneficiary designation: Yes No Yes No Fund performance: Yes Yes Yes Yes Specific investment advice: Yes No Yes No Automatic rebalance: Yes Yes Yes Yes Paperless fund to fund transfers: Yes Yes Yes Yes Paperless future investment election change: Yes Yes Yes Yes Paperless enrollment: No No No No Paperless deferral/Roth deferral change: No No No No Prospectus request: Yes Yes Yes No Paperless loan application: Yes No Yes No ATTACHMENT A Participant Inquiry/Transactions (yes/No) PSR VRU Computer Mobile Paperless term distribution: Yes No Yes No Investment advice online: No No Yes No Hardship application and status: Yes No Yes No Account distribution information: Yes Yes Yes Yes Projected retirement income: Yes No Yes Yes Mobile touch ID: N/A N/A N/A Yes Mobile text alerts: N/A N/A N/A No Mobile responsive design: N/A N/A N/A Yes *While our transactional mobile app does not facilitate enrollment, our digital enrollment experience can be accessed from the web browser on any mobile device (e.g. smartphone, tablet) and incorporates responsive design to conform with the device being used by the enrollee. C44. Except for investment advice/managed account offerings and self-directed brokerage options, are there any outside contractors or other vendors that would provide services to the Plan(s)? ☒Yes ☐No C45. Are participants able to enroll and make changes to their accounts by filling out a paper form? ☒Yes ☐No C46. Does the Plan Sponsor have the ability to create a custom participant message for posting on the Internet site? ☒Yes ☐No C47. Does your Firm provide for online participant loan applications? ☒Yes ☐No If yes, can the entire process be completed online? ☒Yes ☐No C48. What is the latest time that a participant can make an investment transfer request and be assured that the transaction will be processed at the end of that day? Time should be listed in the Plan Sponsor’s time zone. Latest time: 1:00 p.m. PST C49. Provide a test address and password in the table below for a representative participant website and/or mobile access experience. Sample Website Sample Mobile Web/Mobile address: https://demos.voyacdn.com/ https://demos.voyacdn.com/ Log-in: N/A N/A Password/security question: N/A N/A Expiration date: N/A N/A ATTACHMENT A C50. Briefly explain how phone and website passwords are assigned and changed. Explanation: (200 word limit) Voya’s Participant Website employs a state-of-the-art multi-factor authentication process. The first time participants access their account, they must register for the website by entering their randomly generated PIN. Alternatively, they can choose to register by entering their SSN (or EIN) and Date of Birth along with answers to a few identity questions. Participants will be asked to create a unique username and password. Participants must also provide an email address or mobile phone number during registration. Voya will send a one-time-use code to that email or mobile phone upon log-in, which a participant must enter to access their account. Once logged in, participants can choose to register that device for future log-ins, so that a one-time code is no longer required. This one time code can also be used to help participants who have forgotten their password. This approach adds an additional layer of security but still allows participants to easily and quickly access their account. C51. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for a check to be mailed out? Number of business days: 2 C52. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for an electronic payment to be made to the participant’s outside account? Number of business days: 2 C53. Can participants select their own periodic payment distribution dates? ☒Yes ☐No C54. Can these date(s) be changed once distributions have started? ☒Yes ☐No C55. Can participants specify a specific fund source and/or fund order for the distribution? ☒Yes ☐No C56. Can participants specify a specific tax source (e.g. pre-tax versus Roth) for the distribution? ☒Yes ☐No SERVICE CENTERS: C57. Where are your customer service center(s) located? List hours of operation in Plan Sponsor’s time zone. Note: this office is not to be confused with any proposed local office. Location Days of Operation Hours of Operation Number of Reps Chandler, AZ Monday-Friday 5:00 a.m.-5:00 p.m. PST 169 Windsor, CT Monday-Friday 5:00 a.m.-5:00 p.m. PST 186 Jacksonville, FL Monday-Friday 5:00 a.m.-5:00 p.m. PST 59 ATTACHMENT A C58. What securities licenses are your customer service center representatives required to maintain? Provide your answer in the table below. Licenses Yes/No Series 6: No Series 7: No Series 63: No Series 65: No Series 66: No Insurance: No Others (List): * *Team leaders and customer service managers have their FINRA Series 26, Registered Principal designation. C59. Complete the following table regarding your call center and website: Call Center/Website Stats 2018 2017 2016 Average call response time (min:sec): 0:12 01:02 0:29 Average length of calls (min:sec): 5:50 07:09 6:44 Number of dropped calls: 0.8% 4.2% 2.1% % of transactions handled by VRU: 1.1% 2.4% 0.9% % of transactions handled by Web: 77.7% 92.0% 92.6% % of transactions handled by PSR: 21.2% 5.6% 6.5% Call center personnel turnover rate: 30.6% 33.9% 16% ATTACHMENT A D. PLAN SPONSOR SERVICES D1. Complete the table for any person who would work directly with the Plan Sponsor on a day-to-day basis, such as a regional field manager(s) or a relationship manager(s). Exclude education representatives. Representative #1 Representative #2 Representative’s name: Junior Granados Dave Saavedra Years at firm: 14 5 Years in industry: 21 5 Location (City, State): Los Angeles, CA Sacramento, CA Total number of accounts serviced: 80 818 Total assets serviced: $174 M 1.6B Total number of participants serviced: 1500 Over 31,000 University degree(s)): BS University of Nevada, Bachelors in Journalism Professional credential(s): CFS No FINRA/insurance license(s): FINRA License Series 6, 63, 65 No Work schedule (days and hours): Monday-Friday, 8am – 5pm Monday-Friday, 8am – 5pm Turnaround time for returning phone calls: 24 hours 24 hours D2. Will your Firm assign the Plan Sponsor a relationship manager that will serve as a single point of contact? ☒Yes ☐No D3. Would this employee attend meetings at Plan Sponsor offices as requested? ☒Yes ☐No D4. Will the Plan Sponsor be able to participate in the selection of this relationship manager assigned to the account? ☒Yes ☐No D5. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the relationship manager assigned to the account? Explanation: (100 word limit) Voya realizes that a positive and effective relationship is a key driver of customer satisfaction; therefore, we pride ourselves on our flexibility to meet customer needs. We would promote open communication regarding necessary performance expectations and match those expectations with appropriate team member skill sets. In the event that there is dissatisfaction with the performance of a relationship manager or any other persons affiliated with your plan, Voya would discuss the situation with the City and make an appropriate change. D6. How frequently do you conduct client satisfaction surveys at the Plan Sponsor’s level? Are Plan Sponsor surveys done internally or outsourced to a third party? If done internally, who is responsible for conducting the surveys (i.e. relationship manager, etc.)? Survey frequency: Every 3 – 5 Years Internally or outsourced: Internally Responsible for conducing survey: CalPERS ATTACHMENT A D7. Complete the table below regarding tasks an authorized Plan Sponsor staff member is able to accomplish on behalf of participants. If they are able to accomplish each task, list the format available as well as when any changes become effective. TASK Yes/No Format (web, paper, etc.) Change participant information: Yes Written direction (letter, email, etc.) Designate date of termination online: Yes Web View deferrals per participant: Yes Web View account balance(s) as of a given date: Yes Web View Plan statements per quarter: Yes Web View YTD contributions per participant: Yes Web D8. Complete the table below regarding reports you can provide to the Plan Sponsors. Report Frequency Available in Paper (Y/N) Available on Website (Y/N) Participant Loans Quarterly Yes Yes Payroll Contributions Quarterly Yes Yes Plan Statement Semi- annual/Annual Yes Yes Plan Cash-Flow Quarterly Yes Yes Investment Returns Quarterly Yes Yes Lost Address Quarterly Yes Yes Participant Eligibility Quarterly Yes Yes Admin Allowance Account Transactions Quarterly Yes Yes 408(b)2 Fee Disclosure Monthly Yes Yes D9. Complete the table below to allow access to the demo plan sponsor website. Sample Website Web/Mobile address: https://demos.voyacdn.com/ipssponsorwebdemo Log-in: N/A Password/security question: N/A Expiration date: N/A D10. Indicate which administrative functions the Plan Sponsor may outsource, assuming they make use of all your administrative services and authorize your Firm to make approvals or otherwise perform. Once authorized, will the Proposing Firm carry out this function entirely without further Plan Sponsor staff involvement? ADMINISTRATIVE FUNCTIONS Completely Outsourced (Y/N) Will You Carry Out Function (Y/N) Qualified Domestic Relations Order (QDRO) review: Yes Yes QDRO approval: Yes Yes Emergency distribution review: Yes Yes Emergency distribution approval: Yes Yes Beneficiary change processing: Yes Yes Term distribution processing: Yes Yes Minimum required distribution processing: Yes Yes De minimis distribution processing: Yes Yes Plan document review/update: Yes Yes New participant loan applications and approval: Yes Yes ATTACHMENT A D11. Complete the table below indicating the information and services you provide specifically to Plan Sponsors over the Internet. SERVICES OVER THE INTERNET Yes/No Report writing capabilities: Yes Payroll Deferral Posting Data: Yes Participant Account Balance Information: Yes Plan Account Balances by Fund: Yes Indicative Data Changes: Yes Withdrawal Request/Status Tracking: Yes Total Outstanding Loan Balances: Yes Total Number of Loans in Default: Yes D12. Briefly describe when and how the Plan Sponsor and participants would be notified of loan default status, either while in service or post-separation. Be sure to include an explanation of what assistance you require from the Plan Sponsor in this regard. Description: (100 word limit) We will send out early (30 and 60 day) and final warning letters directly to participants and if loan repayments are not made current, we will automatically default the loan and send a confirmation to the participant. Upon notification of leave of absence information from the City, we will allow suspension of repayments, prevent warning letters from being sent, and curtail automatic defaulting of the loan. Loan monitoring reports are available at the beginning of each month on Voya’s Sponsor Website. These reports identify anyone who has missed a payment, is late on payments, has received a warning letter or has received a default notice. Voya also communicates changes to loans (loan issues, payoffs, re-amortizations etc.) via our Payroll Feedback File. D13. Does an individual participant have the ability to make loan repayments after separating from service? If yes, indicate what sources other than payroll deduction are available. Loan repayment after separation (Y/N) Yes Other Payment Sources ACH Debit D14. Briefly describe your Firm’s participant loan administration processes and capabilities, including how a participant would apply for a loan and how the deduction information would be transmitted to the Plan Sponsor. Description: (100 word limit) The City may outsource the responsibility for initial and ongoing loan servicing to Voya. The only responsibilities the City would retain would be to accept a feed from Voya building the loan repayment on your payroll system, and then transmit the loan repayments to Voya so that we can deposit these in the trust and update our recordkeeping system. Participants interested in a loan may our online modeling capabilities and initiate loans through our call center via a Phone Service Representative (PSR) or the Participant Website. ATTACHMENT A D15. Will your firm administer new plan loans taken out by a former employee (retired or separated) that will make loan repayments via ACH? (Yes/No) If yes, please provide any relevant details. ☐Yes ☒No Details: (100 word limit) We don’t administer loans to former employees. D16. In the past five (5) years, how many of your Firm’s public sector clients experienced participant loan defaults that were not reported to the Plan Sponsor and/or participant in a timely fashion, resulting in taxes not being paid in the correct year? Number of plans experienced such events: 0 D17. Complete the table below regarding the percentage of public sector DC plans that offer automatic enrollment and/or a Roth deferral feature. Year % of Govt DC Plans with Auto Enroll % of Govt DC Plans with Roth Deferral 2019 6.06% 0.63% 2018 6.06% 0.63% 2017 6.06% 0.63% 2016 5.26% 0.60% D18. Do you need the Plan Sponsor to specifically identify whether a Plan participant is making regular contributions, pre- retirement catch-up contributions, and/or age 50+ catch-up contributions? (Yes/No for each contribution type) CONTRIBUTION TYPE Yes/No Regular Contribution No Catch-up Contribution No 50+ Catch-up Contribution No D19. List any other administrative outsourcing services, not yet noted, that your Firm would make available to the Plan Sponsor. Additional Outsourcing Services: (200 word limit) Voya can provide the City with the following administrative services: • Recordkeeping of Multiple Contribution Sources • Recordkeeping and Accounting of Multiple Investment Options • Daily Valuation • Unit Accounting/Share Accounting • Weekly Contribution Processing • Weekly Demographic and Payroll Feedback • 415 and 402(g) Monitoring • IRS Form 1099-R & 1099-DIV ATTACHMENT A D20. Are all communication and education services configured to comply (at a minimum) with the provisions of applicable federal law? ☒Yes ☐No D21. Although ERISA is not applicable to public sector plans, will you comply with the communication and education requirements of subdivision (c) of Section 1104 of Title 29 of the US Code, commonly referred to as Section 404(c), as a means of assuring that the Plan Sponsor meets its fiduciary responsibilities? ☒Yes ☐No D22. Does your Firm apply the US Department of Labor (DOL) plan sponsor and participant regulations requiring fee disclosure to plan sponsors and participants in non-ERISA-governed plans? If yes, please include a sample in the Exhibit Folder and label it Exhibit 5. ☒Yes ☐No Please refer to Exhibit 5 for a sample fee disclosure. D23. Are you willing to indemnify and hold the Plan Sponsor harmless from any legal claims and actions arising out of the educational activities you provide to Plan participants. If no, briefly explain. ☐Yes ☒No Explanation: (100 word limit) CalPERS utilizes dedicated, qualified field representatives that must have minimum FINRA licensures of Series, 6 or 7, 63 to provide educational support services to participants of the plan. D24. Will you provide legal assistance and compliance to assure the Plan(s) operate in compliance with current and future Internal Revenue Code provisions? ☒Yes ☐No D25. How will you inform the Plan Sponsor of actual or contemplated changes in laws or regulations that would impact the Plan(s)? Description: (100 word limit) Voya attorneys and the Voya Technical Services Team are committed to keeping Yuba County informed of legislative changes and regulatory developments. We will keep you abreast of legislative and legal updates on an ongoing basis in a variety of ways, including: • Periodic updates (available online) describing issues affecting defined contribution plans, including recent legislative developments • Access to our Technical Services Team to assist your plan with questions regarding plan design, plan trends, and the impact of regulatory change • Summaries to keep you on top of retirement plan rules and regulations via Voya’s Sponsor Website D26. Will your Firm provide and maintain model plan documents for the Plan Sponsor for the Plan(s)? ☒Yes ☐No ATTACHMENT A D27. Does your Firm provide a plan sponsor newsletter? ☒Yes ☐No ATTACHMENT A E. INVESTMENT FLEXIBILITY E1. Will you require the use of a proprietary option to secure any enhanced pricing offered under this bid? If yes, please name the product(s). ☒Yes ☐No Required Proprietary Product Name State Street Global Advisors E2. Provide the crediting rate formula for the proposed capital preservation investment option(s) (stable value, General or Fixed Account, etc.). Illustrate the current rate using this formula. Not applicable. At this time CalPERS does not include a guaranteed investment contract or stable value product in the 457 Plan fund lineup. The introduction of stable value to the investment menu would be a departure from the simplified, low-fee approach that CalPERS has implemented, as stable value is a more complex, less transparent strategy with higher fees due to multiple layers of fees for investment management, insurance wrap coverage, and administrative fees. CalPERS’ fund lineup includes two capital preservation options: Short-Term Investment Fund and U.S. Short-Term Government/Credit Bond Index Fund. State Street Global Advisors, SSGA, as manager of the Funds, monitors credit and interest rate risk on a continuous basis. State Street Short-Term Investment Fund (STIF) This Fund seeks to provide stability of principal, a high level of liquidity, and a competitive yield over time. The Fund is highly diversified and will not invest more than 5% of its total assets in obligations of any one issuer, other than obligations of the U.S. Government or its agencies or obligations or other investment pools in which it may invest. The STIF offers participants the ability to invest in capital preservation at a low cost, which is in line with the theme across the SIP menu. The current STIF option, when compared to alternative STIF managers, is a competitive strategy. State Street U.S. Short-Term Government/Credit Bond Index Fund This Fund seeks to offer broad, low cost exposure to U.S. fixed income securities with maturities ranging from 1-3 years. SSGA manages portfolio characteristics and transaction costs in a manner intended to provide a return as close as practicable to the benchmark return. E3. For the proposed capital preservation investment option(s), provide quarterly investment returns, net of management and wrap fee, for the last 10 years. Not applicable. Year 1Q 2Q 3Q 4Q 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 ATTACHMENT A E4. Are the returns for the Capital Preservation Option GIPS compliant? ☒Yes ☐No E5. Are the returns for the Capital Preservation Option audited? ☒Yes ☐No E6. Provide the market-to-book value ratio (or formulaic equivalent adjustment factor) for the proposed capital preservation investment option(s) and the net of fee crediting rate for each of the following years: Not applicable. Year MV:BV Ratio Net Annualized Crediting Rate Year MV:BV Ratio Net Annualized Crediting Rate 2019 2013 2018 2012 2017 2011 2016 2010 2015 2009 2014 2008 E7. For the proposed capital preservation investment option(s), provide the most recent attribution sheet that shows the current portfolio breakdown by sector along with any and all wrap providers. Include this in the Exhibit Folder and label it Exhibit 6. Not applicable (No Exhibit 6). E8. As applicable, provide a list of the fixed/stable value option wrap providers for any proprietary products and indicate whether or not they are currently providing additional wrap capacity. Not applicable. Wrap Provider Name Additional Wrap Capacity (Y/N) S&P Credit Rating % of Portfolio Wrapped Wrap Fee (%) E9. Describe the liquidity provisions for the proposed capital preservation investment option(s). Not applicable. Participant Liquidity: (50 word limit) Plan Sponsor Liquidity: (50 word limit) ATTACHMENT A E10. At the end of the recordkeeping contract termination where you or your capital preservation is not retained, explain the plan level liquidity for each proposed product? Not applicable. Product Investment Type* Book Value Liquidation (Y/N) Put Period in Months Market Value Liquidation (Y/N) Securities In- kind (Y/N) *General Account, Separate Account, Commingled Stable Value, Money Market, etc. E11. If applicable, state the market value adjustment formula that will apply to the capital preservation product(s) that your firm has proposed under enhanced pricing. Briefly describe as needed. Not applicable. Formula: (100 word limit) E12. What benchmark is used to evaluate the performance of the proposed capital preservation investment option(s)? Not applicable. Product(s) Benchmark E13. Provide a list of ten non-revenue share stable value/capital preservation products that are available through your investment platform. Not applicable. Product Name Expense Ratio Current Net Credit Rate Proprietary (Y/N) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A ATTACHMENT A E14. State the floor rate and contract term for any proposed stable value fund or fixed option. Not applicable. Product Floor Rate Contract Term Product Floor Rate Contract Term E15. For any product that has a put provision, will you allow the Plan Sponsor to provide notice of possible liquidation in advance of any formal decision? For example, could the Plan Sponsor ask you to begin the put notification period and then elect at a later time to keep the fund prior to any actual liquidation and without any charge to the Plan and participants? Not applicable. ☐Yes ☐No E16. For all investment options on your platform, do you have restrictions on the number of trades a participant may make in a month, quarter, and year? ☐Yes ☒No E17. Can your organization apply short-term trading restrictions and redemption fees? ☐Yes ☒No E18. Is it your practice to apply these restrictions and fees in accordance with the fund company’s policies? ☐Yes ☒No E19. Are participants notified if a trade or transfer they are making will have a redemption fee assessed? There are no redemption fees on our investments. ☐Yes ☐No E20. How many days will it take for you to add or remove a fund from the Plan Sponsor’s Plan(s) once you have been given instructions? The fund lineup is selected and managed by CalPERS with SSGA providing investment management services. In keeping with a simplified, low-cost structure, CalPERS does not offer an open architecture style lineup. Number of days: ATTACHMENT A E21. Are fund additions and deletions subject to any monthly, quarterly or annual schedule? If yes, define the schedule. ☐Yes, ☐Monthly ☐Quarterly ☐Annually The fund lineup is selected and managed by CalPERS with SSGA providing investment management services. In keeping with a simplified, low-cost structure, CalPERS does not offer an open architecture style lineup. ☐ No E22. Briefly describe any restrictions to adding new funds to your platform. Description: (200 word limit) The fund lineup is selected and managed by CalPERS with SSGA providing investment management services. In keeping with a simplified, low-cost structure, CalPERS does not offer an open architecture style lineup. E23. Do you receive compensation from fund companies outside of your revenue share agreements? ☐Yes ☒No E24. How many fund companies provide compensation to your firm that is separate from revenue share? Number of Fund Companies: 0 E25. Will you process non-NSCC eligible investment options and are there any fees for this? ☐Yes ☒No Additional Fee: N/A E26. Provide a list of the investment options available through your proprietary and alliance networks. This list should include ticker symbols, expense ratios and revenue share information available for every fund. Segment the list by asset class. Provide this report in an Excel spreadsheet and include this in the Exhibit Folder and label it Exhibit 7. ☒Yes ☐No Investments under the CalPERS 457 plan are Collective Investment Trusts, also known as commingled or collective funds (CIT’s), so there are no ticker symbols or listed in the Wall Street Journal. Please refer to Exhibit 7 for the list of Investment Options. E27. Answer Yes/No in the table below to indicate your Firm’s ability to provide record keeping for the Plan Sponsor options that may include: PRODUCT NAME Yes/No Non-proprietary Commingled Trust Investment: No Non-proprietary General Account: No Non-proprietary Separate Account: No Non-proprietary Annuity/Guaranteed Retirement Income Products: No ATTACHMENT A Additional Fee: N/A E28. Do you currently offer a guaranteed minimum withdrawal benefit (GMWB) product? ☐Yes ☒No Product Name: N/A Investment Cost: N/A Insurance Cost: N/A Portable to another recordkeeper: N/A E29. If you answered “Yes” to the question above, will you allow other third-party administration (TPA) companies to record- keep your GMWB product? If yes, please identify the TPA firms that are providing your GMWB product to defined contribution plans today. TPA Firms No No No No No No No E30. Will your Firm record keep the guaranteed minimum withdrawal benefit products provided by other firms? (Yes/No). If yes, please list the GMWB products of other firms that are available on your platform today. ☐Yes ☒No Product Name N/A N/A N/A N/A N/A N/A N/A E31. Do you offer a self-directed brokerage account (SDBA) option? (Yes/No) Offer SDBA (Y/N): Yes Online Brokerage Company: Charles Schwab Corporation (NYSE: SCHW) E32. Answer yes/no in the following grid as it relates to the SDBA. ATTACHMENT A Can be traded? (Yes/No) Can be restricted? (Yes/No) Stocks: No No Bonds: No No ETFs: No No Mutual Funds: Yes No Options: No No Other Derivatives: No No Closed-end LPs: No No E33. Do you have the ability to restrict the amount of assets a participant is able to hold within the SDBA? (Yes/No) ☒Yes ☐No E34. Is there a minimum account balance that must be maintained in the core investment menu? (Yes/No) If so, what is the dollar amount or percentage? ☒Yes ☐No Minimum Amount: $1,000 E35. Briefly discuss the process of moving assets to/from the core account, and any restrictions in trading frequencies or timing that may be imposed in the SDBA. Asset Transfers: (100 word limit) Assets transferred from a participant’s retirement plan core account into their SDBA will be automatically allocated into the cash sweep feature in the SDBA within approximately two business days. Participants can use these assets to purchase the investments they have selected. And as soon as settled cash is available in the cash sweep feature in the SDBA, participants may transfer the assets back to their retirement plan core investments. Restrictions in trading frequency and timing (100 word limit) SDBA Participants are restricted from overspending their accounts. Any trading requires that settled funds be available. Schwab does not restrict the amount of assets that can be traded. Schwab follows all standard investment restrictions, including the restriction of trading or borrowing on margin. Ineligible investments include: stocks, bonds, exchange-traded funds, currencies, short sales, private placements, commodities, precious metals, real estate, futures, margin accounts, collectibles, and options. E36. Are participants able to defer directly to the SDBA? ☐Yes ☒No E37. Briefly describe how Roth assets are handled within the SDBA. ATTACHMENT A Describe: (200 word limit) Schwab offers the ability to keep the money sources pure by offering Yuba County the ability to allow for multiple SDBAs within the plan. This provides the ability for participants to open and fund a separate Roth SDBA as well as a traditional pre-tax SDBA. E38. Can participants separately designate the transfer of either pre-tax or Roth after-tax dollars to the SDBA? ☒Yes ☐No E39. Will the pre-tax and Roth after-tax contributions and earnings show separately on participant SDBA statements? ☒Yes ☐No E40. Briefly describe what information your quarterly statements include regarding specific transactions conducted in the SDBA. Describe: (100 word limit) Participants will continue to receive regular quarterly Voya statements showing the total account value of their core account investment options in addition to the aggregate value in the brokerage account. Schwab generates and mails a brokerage statement directly to the participant. In addition to trading activity, all contributions, distributions, and transfers into and out of the SDBA brokerage account will be reflected on the participant’s brokerage statement. For every trade, Schwab sends a trade confirmation directly to the participant on next business day. This confirmation is available online or can be mailed, depending upon the participant’s election. E41. Do you require participants to maintain a balance in the core investment menu? (Yes/No) If so, what is the minimum dollar amount or percentage of assets. ☒Yes ☐No Minimum Amount or Percentage $1,000 E42. Provide a sample participant statement that your recommended SDBA partner would provide to participants. Include this in the Exhibit Folder and label it Exhibit 8. ☒Yes ☐No Please refer to Exhibit 8 for a sample brokerage statement. ATTACHMENT A F. TRANSITION F1. Include a one-page transition plan assuming your contract starts on November 30, 2020. Include this as Exhibit 9. Please refer to Exhibit 9 for a sample timeline. F2. How many plans has your Firm transitioned from other providers listed below?: CLIENT TRANSITION 2019 2018 2017 2016 2015 2014 Under $20 million: 1,457 2,437 2,069 1,737 1,342 1,126 $20 million to $100 million: 13 30 24 13 13 12 $101 million to $200 million: 1 3 9 1 2 1 $201 million to $500 million: 1 0 3 0 1 1 Over $500 million: 1 1 8 2 0 0 Total 1,473 2,471 2,113 1,753 1,361 1,140 F3. What is the least amount of time needed for you to do a transition? What is the typical amount of time? Least amount of time (#days): 90 Typical (#days): 90- 120 F4. Will you guarantee your stated implementation timeframe? (Yes/No) ☒Yes ☐No F5. Will you offer the Plan Sponsor a dedicated transition management team? (Yes/No) If yes, briefly describe the team members and their roles in the following table. ☒Yes ☐No Team member Role # of prior plans transitioned from current record keeper John Morrissey Senior Vice President 20 Implementation Manager Accountable for progress, and maintaining work plan. Team members not yet assigned. Systems Analysts Ensure a smooth transition of data Team members not yet assigned. Client Services and Plan Management Proactively, and ongoing, ensure the needs of the plan are met Team members not yet assigned. ATTACHMENT A F6. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site education/communication commitment for the transition period. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed number of transition service hours: 32 Proposed number of transition service days: 3 Are the hours/days in addition to onsite education commitments noted in Section C: add F7. Briefly describe how you will handle accounts already in systematic distribution during a Plan transition? Describe: (100 word limit) Voya will work with the prior recordkeeper and the City to make sure that retiree installment payments are not missed during the implementation. If there are installments scheduled to be paid during the conversion, Voya will work with the City to have the prior recordkeeper issue the installments in advance of the transition to make sure participants are not affected. Once the conversion is complete participant installments will return to their originally scheduled dates. F8. Briefly describe your approach to communicating with retired or otherwise separated employees. Describe: (100 word limit) Terminated or retired individuals, with a balance, will continue to have access to the tools, support and information. Through our on-site representative, Voya will carry out retiree specific seminars designed to support needs of retirees. This includes counseling about social security claiming strategies, drawdown approaches, including Minimum Distribution Requirements and total retirement income projection including inflation, taxes and asset allocation. Per request, we will create a brochure for retirees listing payout options and the importance of asset allocation as they approach retirement. This will provide participants with information on the key topics of interest. F9. Briefly describe how emergency distribution requests will be handled during the blackout. Describe: (100 word limit) Emergency distribution requests can be processed once the plan assets have transitioned from the other providers. Our local representatives would facilitate this process with the participant and forward the completed paperwork to our Windsor, CT office for processing. F10. How many days do you anticipate the entire blackout period lasting on your system? How many days in total? Blackout on your system: 3 Total blackout days: 3 ATTACHMENT A F11. Briefly describe any transactions that would be prohibited during this period? Describe: (100 word limit) During the blackout period all participant-directed transactions are restricted, except for contributions into the plan, loan repayments and demographic updates. F12. How long will participant assets be out of the market during the transition? Our target is for zero out of market. Either the prior recordkeeper performs an in-kind transfer of the existing assets into ones in the name of the new custodian or they liquidate and provide Voya with the trade breakdown after the market closes and Voya can process an overnight trade resulting in the plan effectively not being out of the market. Both processes require the cooperation of the prior recordkeepers and custodian. Total number of days: 0 F13. Are you able to transfer any of the Plan assets/shares in-kind? ☒Yes ☐No F14. Are you able to transfer self-directed brokerage assets? ☒Yes ☐No ATTACHMENT A G. Fees and Expenses Proposal G1. Complete the table below, showing your firm’s proposed annual fee, on a per-participant, fixed dollar fee for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. PER HEAD FEE, NO PROPRIETARY PRODUCTS Not applicable. CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year - 7 year 10 year * Willing to offer pricing without guaranteed extended term G2. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a per-participant, fixed dollar basis with the use of any such proprietary offerings and state the required product(s) or service(s). PER HEAD FEE, WITH PROPRIETARY PRODUCT(S) Not applicable. CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year - 7 year 10 year * Willing to offer pricing without guaranteed extended term G3. Complete the table below, showing your firm’s proposed annual fee, as a percentage of plan assets, for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. ATTACHMENT A ASSET BASED FEE, NO PROPRIETARY PRODUCTS Not applicable. CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year - 7 year 10 year * Willing to offer pricing without guaranteed extended term G4. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a percentage of plan asset basis with the use of any such proprietary offerings and state the required product(s) or service(s). ASSET BASED FEE, WITH PROPRIETARY PRODUCT(S) Not applicable. CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year - 7 year 10 year * Willing to offer pricing without guaranteed extended term G5. Would you include the accounts and/or assets invested through the SDBA in the calculation of the revenue requirement provided? (Yes/No) Not applicable. ☐Yes ☐No G6. If the Plan Sponsor uses your Firm’s contract, describe your termination language (at-will versus for cause, required advance notice timing for termination, etc.). Describe: (200 word limit) The Employer understands and agrees that its participation in the Plan may be terminated by the Employer or by the Board upon sixty (60) days advance written notice. Upon termination, all amounts held for participants will continue to be held in the Fund for the exclusive benefit of participants and their beneficiaries, except for distributions or transfers permitted under the Plan terms. ATTACHMENT A G7. State which products (General Account, Self-Directed Brokerage, Managed Accounts, etc.) are not subject to your revenue requirement, if any. Describe: (100 word limit) CalPERS does not engage in revenue sharing or administrative expense reimbursement. G8. Provide a fee schedule for the self-directed brokerage account (SDBA) option. Be sure to include set-up and maintenance fees as well as trading costs. Brokerage Fee Fees Set-up Fee: $0 Annual Maintenance Fee: $50 Trading Costs Online Broker Assisted Per Stock Trade: No stock trading No stock trading Per Bond Trade (cost range): No bond trading No bond trading Per Mutual Fund Trade (cost range): Based on mutual funds selected through Charles Schwab & Co. - Varies in cost Based on mutual funds selected through Charles Schwab & Co. Varies in cost G9. Do you receive revenue from the SDBA option? (Yes/No) What revenue do you receive from the SDBA option? ☐Yes ☒No Amount of revenue as a (%) G10. Would you include the revenue received for SDBA assets in the revenue calculation? (Yes/No) Not applicable. ☐Yes ☒No G11. If applicable, will your Firm credit all revenue received from assets invested in the SDBA back to the participant accounts associated with the SDBA investment? (Yes/No) Not applicable. ☐Yes ☐No ATTACHMENT A G12. Are you able to apply a Plan Sponsor-imposed administrative fee in addition to your fee? (Yes/No) ☐Yes ☒No G12. Are you able to apply the Plan Sponsor-imposed administrative fee to all assets including self-directed brokerage? (Yes/No) If no, describe the process for billing SDBA assets in this regard. ☐Yes ☒No Describe: (100 word limit) G13. With regard to financial planning, provide a fee schedule for any related services. Fee Schedule: (100 word limit) At this time, we do not provide fee based financial services. G14. Describe the fee, if any, for providing investment advice, be it through the on-site representative using an online tool, or through the representative using some other program or approach. Describe: (100 word limit) Not applicable. At this time, CalPERS does not offer advice. G15. Are fees for a financial planning service proposed by your Firm assessed to the entire participant population or only to those who use the service? Not applicable. ☐Entire population ☐Those who use it G16. Please provide a fee schedule for your online advice and managed account program. Please also indicate whether or not the revenue for these programs would apply towards any revenue or pricing requirements. Not applicable. MANAGED ACCOUNT ASSET RANGE Opt-in Only Fee Schedule ATTACHMENT A MANAGED ACCOUNT ASSET RANGE Opt-in Only Fee Schedule % Revenue applied toward recordkeeping fee G17. Provide a list of all other non-asset based, participant-related administration expenses. PARTICIPANT ADMINISTRATION SERVICES Cost of Services ($) Loan set-up: $50 Loan maintenance: $35 In-service withdrawals: $0 Emergency withdrawals: $0 Required minimum distributions: $0 QDRO determination: $0 QDRO processing: $0 Stop payment: $50 Replacement 1099-R: $0 Wire transfer/EFT: Wire transfer not applicable/$50 per request for EFT Disbursements: $0 G18. Provide a list of all non-asset based plan sponsor-related administrative expenses. This would include special reporting charges, legal fees, administrative processing fees, communications fees, QDRO administration fees, and plan document preparation fees (including any fees to maintain, update, and/or ensure compliance of such document with the Internal Revenue Code). PLAN SPONSOR ADMINISTRATION SERVICES Cost of Services ($) Plan reporting: $0 (included) Plan document preparation: Included1 Plan document maintenance: Included1,2 Identifying population eligible for required minimum distribution: $0 (included) Lost participant/bad address search: $0 (included) Assistance with audits: $0 (included) Custom communications including customization of website: $0 (included) Plan-level fund changes: N/A Participant communication/mailing: $0 (included) G19. Identify all non-asset based participant and plan sponsor service fees not included above. All fees have been disclosed above. ADDITIONAL SERVICES Cost of Services ($) ATTACHMENT A ADDITIONAL SERVICES Cost of Services ($) ATTACHMENT A PERFORMANCE GUARANTEES G20. Complete the following table describing the performance guarantees, if any, you propose. Disclose the dollars you are willing to put at risk for failing to meet the proposed benchmarks. Please be specific. “To Be Determined” is not an acceptable response. SERVICES BENCHMARK AMOUNT AT RISK PHONE Plan sponsor services response time: Calls are responded to within 24 hours. $0 Participant services response time: Our average speed of answer is 30 seconds. $0 Return all calls to plan sponsor within: Calls are responded to within 24 hours. $0 Return all calls to participants within: Calls are responded to within three business days to provide status of the task or resolution. $0 STATEMENTS Participant statement mail time: Within 15 calendar days after the end of the quarter. $0 Sponsor plan statement mail time: The Sponsor Activity Report, available online only within 15 calendar days after the end of the quarter. $0 Participant online statement posting: Within 15 calendar days after the end of the quarter. $0 Sponsor online statement posting: The Sponsor Activity Report, available online only within 15 calendar days after the end of the quarter. $0 PARTICIPANT SERVICES Number of on-site individual meetings: Mutually agreed upon number of individual meetings on an annual basis. $0 Number of on-site group meetings: Mutually agreed upon number of individual meetings on an annual basis. $0 Financial planning services: Delivered to participants within 90 days of participant's signature of a financial planning client agreement form. $0 Plan participation rate increases: Mutually agreed upon plan participation rate increases. $0 Deferral rate increases: Mutually agreed upon deferral rate increases $0 TRANSITION Timeline: Satisfactorily meeting each transition deliverable. $0 Deliverables: Satisfactorily meeting each transition deliverable. $0 On-site meetings: Mutually agreed upon timings and standards. $0 ADMINISTRATION Contribution posting: Applied to participant accounts effective as of the date received in good order before the close of the NYSE on any day the NYSE is open $0 ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK for trading (usually 1:00 p.m. PT). Withdrawals processed: Withdrawals are processed effective as of the date received in good order before the close of the NYSE. $0 Emergency withdrawals processed: Emergency withdrawals are processed effective as of the date received in good order before the close of the NYSE. $0 Rollovers/transfers out: Rollovers/transfers out are processed effective as of the date received in good order before the close of the NYSE. $0 Loan processing (if applicable): Loans are processed effective as of the date received in good order before the close of the NYSE. $0 PLAN SPONSOR SERVICES Report delivery: Standard plan sponsor reports are made available 15 calendar days after the end of the quarter. $0 Training: Voya will provide sponsor training as needed $0 OVERALL SATISFACTION Draft and distribute survey: Voya commits to providing a post transition survey within six months of the transition’s completion and annually upon the anniversary date of the initial plan transition survey. $0 Satisfaction survey score: Voya commits to attaining a satisfaction survey score of no less than 80%. $0 * Should the City of Temple determine our service does not meet the standards described above, the City of Temple may provide Voya with written notice and request the service guarantee be paid not to exceed $0 annually for all combined service deficiencies. G21. Will you agree to provide reports to the Plan Sponsor that detail all service performance benchmarks and whether or not they are being met? (Yes/No) If yes, how frequently are the reports available? ☒Yes ☐No Frequency: Annual basis G22. As it pertains to the performance guarantees referenced above, have you ever had to make payments to any clients for failure to perform on these types of guarantees? (Yes/No) If yes, please state how many times over the last three (3) years such payments have been made. ☒Yes ☐No # of times payments made: 6 ATTACHMENT A FEE ADMINISTRATION G23. If the final investment line-up selected were to generate some amount of revenue sharing, will you rebate any and all revenue above the contracted amount? (Yes/No) If yes, when or how frequently would this rebate occur (monthly or quarterly)? Not applicable, as CalPERS does not engage in revenue sharing or administrative expense reimbursement. ☐Yes ☒No Frequency: G24. If the Plan Sponsor desires to assess participants a Plan Sponsor-imposed asset-based fee to offset Plan administration- related expenses, will your Firm assess this fee on behalf of the Plan Sponsor and return those collected fees to the Plan(s) as they are collected? (Yes/No) If yes, briefly describe, addressing the frequency of the fee and how it would be calculated and assessed. Not applicable. ☐Yes ☐No Describe: (100 word limit) G25. What are the Plan Sponsor’s options in terms of the setup of the account to hold such assets, and in what investment may the assets be invested? Does this investment option have to be on the core menu? Not applicable. Account option(s) Investment Choice(s) G26. Does this investment option have to be on the core menu? (Yes/No) Not applicable. ☐Yes ☐No G27. Will your Firm hold onto these assets in the plan/trust? (Yes/No) If yes, briefly describe how the Plan Sponsor would access the assets held in this account? Not applicable. ☐Yes ☐No ATTACHMENT A Describe: (100 word limit) G28. Will you provide an account statement report no less than quarterly for the Plan Sponsor Account? (Yes/No) ☒Yes ☐No G29. Will the statement label all cash flows and dates of each transaction? (Yes/No) ☒Yes ☐No G30. Will your Firm, if directed, apply a hard dollar annual per participant fee cap? (Yes/No) For example: The plan sponsor may wish to assess participants a plan administration fee of 0.10% of assets, but only to a maximum of $150 per year. (Participant with over $150,000 in assets would pay a maximum of $150 and the 0.10% would not be applied to balances greater than $150,000.) Not applicable. ☐Yes ☐No G31. Will your Firm, if directed, credit revenue share from the investment providers towards offsetting any per-participant plan administration fee? (Yes/No) Not applicable. ☐Yes ☐No G32. Will your Firm, if directed, return revenue share from investment providers in a pro-rata fashion directly back to the participants who had invested in those funds each quarter, if so directed by the Plan Sponsor? (Yes/No) For example: Participant A invests in Fund A and Fund B. Fund A generates 0.25% in revenue share annually and Fund B generates 0.15% annually. Participant A holds 0.5% of the Plan’s total investment in Fund A and 0.5% of the Plan’s total investment in Fund B. Each quarter 0.5% of the revenue received or credited from Fund A would be reimbursed into Participant A’s account and 0.5% of revenue from Fund B would be reimbursed into Participant A’s account. Other participants with different proportionate shares of the Plan’s total investments in Fund A and Fund B would receive different reimbursements in accordance with their proportional share of those funds. Not applicable ☐Yes ☐No ATTACHMENT A G33. Will your Firm apply different revenue share rebate credits and/or administrative fee offsets at the participant level as applicable to each fund? (Yes/No) For example: A participant invests in Fund A, Fund B and Fund C. Fund A generates 0.25% in revenue share annually, Fund B generates 0.10% annually and Fund C generates no revenue sharing. The plan sponsor has elected to assess all participants a 0.10% administrative fee annually that can be partially or fully offset by any fund revenue sharing. Accordingly, participant assets that are invested in Fund A that shares 0.25% would receive an account credit of 0.15% based on the assets in Fund A; participants in Fund B would receive no credit and no applicable administrative charge assessed to the assets in Fund B; and participants in Fund C would be charged the full 0.10% on the assets invested in Fund C. Not applicable. ☐Yes ☐No G34. As a requirement to contract with the Plan Sponsor, will you commit in writing to specifically disclosing all revenues received from the investment options and services you offer to the Plan Sponsor? (Yes/No) ☒Yes ☐No G35. The Plan Sponsor may be exploring different fee collection models from participant accounts. Is your Firm able to implement a hybrid model where fees are collected on both a per-head fee and an asset-based fee? (Yes/No) ☐Yes ☒No G36. Is your Firm able to implement a minimum fee cap where smaller accounts do not pay an additional administrative tack-on fee? (Yes/No) ☐Yes ☒No G37. Is your Firm able to implement a maximum fee cap where larger accounts do not pay an additional administrative tack- on fee once they hit a breakpoint? (Yes/No) ☐Yes ☒No G38. Will your firm provide a Plan Sponsor Admin Account report detailing all transactions as frequent as monthly and no less than quarterly? (Yes/No) ☒Yes ☐No G39. Will your firm provide a description of each transaction in the Plan Sponsor Admin Account report? (Yes/No) ☒Yes ☐No ATTACHMENT A H. REFERENCES Current Governmental Client References Provide the following information for four (4) governmental employers with plan assets of less than $25 million for which your Firm presently provides 457 Plan record keeping and plan administration services. Select a contact person for each plan who has managerial/committee member responsibilities associated with the plan. Client name: City of Richmond Client name: County of Sutter Contact name & title: Erika Carty, Principal Personnel Analyst Contact name & title: Marlis Alexander, Human Resources Analyst II/Benefits Contact phone number: 510-621-1545 Contact phone number: 530-822-7166 E-mail address: Erika_Carty@ci.richmond.ca.us E-mail address: malexander@co.sutter.ca.us Plan inception date: 09/28/99 Plan inception date: 01/10/1997 Total plan assets: $20,670,166 Total plan assets: $11,252,112 Client name: San Francisco Health Authority Client name: City of Davis Contact name & title: Brian Gentner – Director of Human Resources Contact name & title: Chris Bensch – Human Resources Analyst II Contact phone number: 415-615-4271 Contact phone number: (530)757-5634 E-mail address: bgentner@sfhp.org E-mail address: cbensch@cityofdavis.org Plan inception date: 10/18/1999 Plan inception date: 3/2/1998 Total plan assets: $16,158,417 Total plan assets: $15,983,852 Former/Terminated Client References Provide the following information for four (4) governmental employers for which your Firm has, in the last five years (but does not presently), provided 457 Plan record keeping and plan administration services. Provide a contact person who has/had managerial/committee member responsibilities associated with the plan. Client name: County of Placer Client name: City of Sunnyvale Contact name & title: Lori Walsh, Director of Human Resources Contact name & title: Winta Berhane, Human Resources Analyst Contact phone number: 530-886-4676 Contact phone number: 408-730-3022 E-mail address: LWalsh@placer.ca.gov E-mail address: wberhane@sunnyvale.ca.gov Plan inception date: 08/21/2000 Plan inception date: 11/05/1998 Total plan assets: $76.52,215M Total plan assets: $24.5M Client name: City of Downey Client name: County of Nevada Contact name & title: Chelsea Petersen, Human Resources Analyst Contact name & title: Steven Rose, HR Director Contact phone number: 562-904-7292 Contact phone number: (530)265-7046 E-mail address: Not available E-mail address: Steven.rose@co.nevada.ca.us Plan inception date: 04/25/1996 Plan inception date: 8/15/2000 Total plan assets: $9M Total plan assets: $10,871,945 ATTACHMENT A Transition References Provide the following information for four (4) governmental 457 plans with plan assets of less than $25 million each, for which you have performed an incoming plan asset and participant date transition within the past three years. Select a contact person at each client that was directly involved with the transition process. Client name: Padre Dam Municipal Water District Client name: City of Signal Hill Contact name & title: Lisa Sorce, Director of Human Resources Contact name & title: Hannah Shin-Heydorn, Deputy City Manager Contact phone number: (619) 448-3111 Contact phone number: (562) 989-7375 E-mail address: lsorce@padre.org E-mail address: hshinheydorn@cityofsignalhill.org Plan inception date: 1/23/2019 Plan inception date: 5/15/2018 Total plan assets: $11.5 million Total plan assets: $10.7 million Client name: Santa Margarita Water District Client name: City of Downey Contact name & title: Kathleen Springer, Human Resources Manager Contact name & title: Sandra Vera, Human Resources Manager Contact phone number: (949) 459-6537 Contact phone number: (562) 904-7292 E-mail address: kathleens@smwd.com E-mail address: svera@downeyca.org Plan inception date: 9/11/2019 Plan inception date: 8/16/2018 Total plan assets: $18.7 million Total plan assets: $47.5 million VII ATTACHMENTS Attachment A: Breakdown of Current Plan Assets by Vendor Attachment B: Plan Documents – CalPERS Attachment C: Plan Documents – ICMA-RC ATTACHMENT A Section 3ATTACHMENT A A. FIRM STRENGTH, EXPERIENCE AND QUALIFICATIONS A1. Provide a single main contact for all matters related to this RFP. Name: Kevin McAtamney Title: Regional Sales Director Address: 8515 East Orchard Road. City, State: Greenwood Village, Colorado Phone: 480-203-0279 E-mail: kevin.mcatamney@empower-retirement.com A2. Complete the chart indicating the year you were founded and began offering administration services: Firm was founded: 1907 457 public sector plans: 1976 401 public plans: 1940 Healthcare trusts: N/A A3. Complete the chart describing your business. Public or privately held: Privately Held Parent location: Greenwood Village, Colorado Business structure: Limited Liability Company Parent company name: Great-West Life Annuity and Insurance Company Number of subsidiaries: 6 A4. Complete the following chart showing total company revenue and retirement plan services revenue. Year Total Company Revenue ($) Retirement Plan Services Revenue ($) 2019 (4,217) million* 3,967 million 2018 7,365 million 4,749 million 2017 6,481 million 4,300 million 2016 6,801 million 5,219 million *In 2019, GWLA/Empower Retirement made the strategic decision to sell, through a reinsurance transaction, the Individual Markets business to Protective Life. This reinsurance transaction resulted in an initial reinsurance premium to Protective of $9,147 million which caused total revenues to be negative for the year. Excluding the effect of this transaction the revenue for 2019 was $4,776 million. ATTACHMENT A A5. List your insurance policies and limits applicable to the solicitation. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omissions $10 million Varies - $1 million to $10 million ACE American Insurance Company and Federal Insurance Company Directors & Officers $30 million (Canadian currency) $0 Side A; $500,000 Side B Chubb Insurance Company of Canada and National Liability Fire Insurance Company General Liability $5 million $25,000 Ace American Insurance Company Financial Instl. Bond $10 million $1 million corporate $10 million Cyber Security $10 million $1 million CFC Underwriting (Managing General Agent on behalf of certain Lloyds of London Syndicates) Workman Comp Statutory Benefits $1 million EL $250,000 Sentry Insurance a Mutual Company Auto $2 million $0 Sentry Insurance a Mutual Company A6. As of the RFP issue date, were there any discussions or pending agreements to purchase another organization, or to sell or merge any part of your organization? Any ownership changes in the last 5 years? (Yes/No) If yes, explain. Yes/No Year Brief Description (50 word limit per line) Purchase: Yes 2020 Empower has entered into an agreement to acquire Personal Capital, an industry-leading registered investment adviser and digital wealth manager, to serve the broad needs of individual investors and retirement plan participants. Merge: No N/A N/A Sell: No N/A N/A Ownership Changes: No N/A N/A A7. Has your organization ever filed for bankruptcy or otherwise become insolvent? (Yes/No) Yes/No Date Bankruptcy No N/A Insolvent No N/A A8. If your organization or parent company has a credit rating, provide your ratings from the organizations listed below. For insurance companies, include the financial strength rating, as well as your counterparty credit rating. If rated by some other service, provide the organization name and rating. If your company and/or subsidiary unit is rated by an outside agency, provide only the most recent rating agency report and label it Exhibit 1. A summary of our insurance ratings is included as Exhibit 1 Rating Organization 1 Financial Rating Financial Strength Rating Counterparty Credit Rating Date of Last Rating Fitch: AA AA N/A 2019 Moody’s: Aa3 Aa3 N/A 2019 S&P: AA AA N/A 2019 Other: A+ A+ N/A 2019 1 Our company is rated by several nationally recognized rating agencies. The ratings represent the opinion of the rating agencies regarding the financial strength of the company and its ability to meet ongoing obligations to policyholders. Ratings are subject to change and represent the opinions of the rating agencies regarding the financial strength of our primary insurance companies, Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance ATTACHMENT A *Rating by A.M. Best Company, Inc. A9. Provide the following key financial information for your company for their last two calendar or fiscal year end: FINANCIAL METRICS 2019 2018 Total Revenue: ($4,217) Million * $7,365 million Net Income: $383 million $315 million Current Ratio: N/A** N/A** Quick Ratio: N/A** N/A** Debt to Equity Ratio: 6.9% 7.5% *In 2019, GWLA/Empower made the strategic decision to sell, through a reinsurance transaction, the individual markets business to Protective Life. This reinsurance transaction resulted in an initial reinsurance premium to Protective of $9,147 million which caused total revenues to be negative for the year. Excluding the effect of this transaction, the revenue for 2019 will be $4,776 million. **GWLA prepares financial statements in accordance with insurance company guidance prescribed by the NAIC. In accordance with the guidance in this basis of accounting/reporting, companies do not present a classified balance sheet, so these ratios are not applicable nor readily available. A10. State whether the Proposing Firm is currently involved in any litigation, threatened litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition, unpaid judgments or other action that could have an adverse impact on your ability to provide the required needs as outlined in this RFP. (Yes/No) If yes, please describe the nature of the item and its potential impact on the Firm’s operations. Case and Number: State Venue Year Filed Civil/ Criminal Litigation Amount Status (pending/settled/closed) N/A N/A N/A N/A N/A N/A Investigation(s) Brief Description (limit 100 words) As a participant in a heavily regulated industry, we are examined in the ordinary course of business by state Departments of Insurance, the SEC, and other state/federal regulatory bodies. Because these are routine examinations, we do not consider them to be regulatory investigations, but we provide this information for the purpose of completeness. In the normal course of business/interactions with regulators, we periodically provide information to a variety of regulatory agencies. We have been asked to provide materials to regulators for some of their investigations. We have no reason to believe that we are a target of these investigations. Other(s) Brief Description (limit 100 words) In the ordinary course of business, Empower Retirement, LLC and its affiliates are periodically named as defendants in various types of litigation. None of the litigation against Empower or its affiliates is expected to have a material adverse effect on the financial condition of the company or our ability to provide the services requested in this RFP. We do not discuss ongoing litigation. Company of New York, and their ability to meet ongoing obligations to their respective policyholders. GWFS Equities, Inc. is a subsidiary of GWLA and an affiliate of GWLANY. ATTACHMENT A A11. Has your parent company, organization or any of your local service representatives assigned to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. Company/Individual Name(s) Year Regulatory Agency Violation N/A N/A * *Great-West Life & Annuity Insurance Company (GWLA) and its subsidiaries are part of an international family of companies that has operations related to insurance, securities, and other businesses. As a financial services organization in a heavily regulated industry, GWLA and its subsidiaries are examined in the ordinary course of business by state Departments of Insurance, the SEC, FINRA and other state and federal regulatory entities. Exceptions and citations are occasionally noted following routine exams or audits. None of the exceptions and citations were material to the services provided by Empower or the underwriting and distribution of GWLA’s products and services. In all cases, we have taken remedial steps to promptly address and resolve the deficiencies. GWLA and its subsidiaries have active compliance and internal audit programs that seek to reasonably ensure continued compliance with governing regulations. A12. Has any subcontractor that would be part of the service delivery to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. Contractor/Individual Name(s) Year Regulatory Agency Violation N/A N/A N/A A13. Complete the following table with total number of employees represented by each: TOTAL NUMBER OF EMPLOYEES (#) 2019 2018 2017 2016 2015 Firm employees: 6,369 6,167 5,750 5,838 5,397 Working on DC plans: 5,460 4,941 4,543 4,086 3,522 Solely serving public sector plans: 266* 300 244 ** ** *Empower currently has 266 employees dedicated to governmental plans. Additionally, some administrative services for governmental plans are supported by teams that work across all markets. We use an integrated functional and line of business organizational structure for our retirement plan operations. We have found this structure provides the ability to focus optimally on each client’s individual needs while achieving operational efficiency. **We did not track the number of employees who exclusively work on government or non-government plans prior to 2017. A14. Complete the following table regarding plan usage for each: Total assets invested in the Firm’s proprietary investment products by DC plans for which you provide recordkeeping: $39.6 billion Total assets invested in non-proprietary investment products within DC plans for which you record keep: $536.6 billion Total assets invested in the Firm’s Managed Account Program: $327,873,062,550 % of governmental plans using managed accounts: 41.6% % of governmental participants using managed accounts: 14.9% Average govt. participant utilization rate as a % for those plans offering Managed Accounts: 19.3% Data as of March 31, 2020. ATTACHMENT A A15. Complete the following tables for Public Sector retirement plan clients you recordkept: TOTAL ASSETS ($) 2019 2018 2017 2016 2015 All Defined Contribution 124,136,612,0 48 120,607,062,6 38 127,654,904,8 49 116,960,736,5 42 96,634,494,72 9 457 74,143,261,46 9 77,948,142,90 8 83,466,708,53 9 77,640,520,70 5 71,610,224,86 3 401(a) 29,443,557,17 6 25,041,264,59 9 26,022,401,34 7 22,527,122,91 2 9,944,336,434 401(k) 17,738,255,09 1 16,963,432,85 2 16,779,403,78 0 14,250,889,11 6 12,967,346,22 7 PST plans * * * * * Healthcare Trusts N/A N/A N/A N/A N/A TOTAL PARTICIPANTS (#) 2019 2018 2017 2016 2015 All Defined Contribution 2,710,511 2,634,155 2,681,960 2,669,405 2,319,902 457 1,418,995 1,500,652 1,502,312 1,529,519 1,457,952 401(a) 594,691 554,285 543,954 517,989 287,214 401(k) 540,794 561,256 518,590 486,867 452,898 PST plans * * * * * Healthcare Trusts N/A N/A N/A N/A N/A *PST plans are not tracked separately. As of March 31, 2020. Information refers to the business of Great-West Life & Annuity Insurance Company and its subsidiaries, including Great-West Life & Annuity Insurance Company of New York and GWFS Equities, Inc. GWLA’s consolidated total assets under administration (AUA) were $576.8B. AUA is a non-GAAP measure and does not reflect the financial stability or strength of a company. GWLA’s statutory assets total $47.7B and liabilities total $46.1. GWLANY statutory assets total $1.59 and liabilities total $1.48 A16. Complete the following tables for Public Sector 457 DC retirement plan participants you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 761 977,783,161 409 150 to 500 participants: 83 1,105,851,544 49 501 to 2,500 participants: 70 3,473,709,147 52 2,501 to 5,000 participants: 25 3,091,808,390 23 5,001 to 10,000 participants: 11 3,458,184,937 9 Over 10,000 participants: 25 61,677,257,095 19 TOTAL 975 73,784,594,274 561 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 820 1,147,732,832 455 $10 million to $100 million: 100 3,476,990,632 60 $101 million to $200 million: 14 1,970,051,939 14 $201 million to $500 million: 19 5,999,871,084 15 Over $500 million: 22 61,189,947,787 17 TOTAL 975 73,784,594,274 561 ATTACHMENT A A17. Complete the following tables for Public Sector 401(a) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 108 358,287,600 99 150 to 500 participants: 42 765,372,490 39 501 to 2,500 participants: 26 1,670,646,351 24 2,501 to 5,000 participants: 8 1,641,605,237 8 5,001 to 10,000 participants: 6 1,764,638,044 189 Over 10,000 participants: 13 23,138,091,111 13 TOTAL 203 29,338,640,833 189 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 126 325,721,199 116 $10 million to $100 million: 51 1,553,913,617 47 $101 million to $200 million: 5 709,739,358 5 $201 million to $500 million: 9 2,723,110,662 9 Over $500 million: 12 24,026,155,997 12 TOTAL 203 29,338,640,833 189 A18. Complete the following tables for Public Sector 401(k) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 69 52,555,535 67 150 to 500 participants: 5 138,466,914 5 501 to 2,500 participants: 8 1,870,314,842 7 2,501 to 5,000 participants: 3 1,124,481,016 3 5,001 to 10,000 participants: 0 0 0 Over 10,000 participants: 5 14,552,436,784 5 TOTAL 90 17,738,255,091 87 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 68 42,095,852 66 $10 million to $100 million: 8 252,230,070 8 $101 million to $200 million: 5 719,974,568 4 $201 million to $500 million: 1 365,855,565 1 Over $500 million: 8 16,358,099,036 8 TOTAL 90 17,738,255,091 87 A19. Complete the following tables for Public Sector Healthcare Trusts you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 100 participants: N/A N/A N/A 101 to 250 participants: N/A N/A N/A 251 to 500 participants: N/A N/A N/A 501 to 1,000 participants: N/A N/A N/A 1,001 to 5,000 participants: N/A N/A N/A Over 5,000 participants: N/A N/A N/A TOTAL N/A N/A N/A ATTACHMENT A Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $5 million: N/A N/A N/A $5 million to $10 million: N/A N/A N/A $10 million to $50 million: N/A N/A N/A $50 million to $100 million: N/A N/A N/A Over $100 million: N/A N/A N/A TOTAL N/A N/A N/A A20. Complete the following table regarding the number of public sector defined contribution retirement plans (irrespective of entity type) you have won/lost. This response should include cases in which you elected not to re-bid and should not include cases in which you were retained with no meaningful growth in assets upon retention. Clients Won 2019 2018 2017 2016 2015 2014 Under $20 million: 86 83 71 44 293 14 $20 million to $100 million: 6 6 4 3 7 4 $101 million to $200 million: 3 5 0 2 1 0 $201 million to $500 million: 1 1 0 3 3 0 Over $500 million: 2 0 0 5 4 1 Total 98 95 75 57 308 19 Clients Lost 2019 2018 2017 2016 2015 2014 Under $20 million: 9 60 13 11 23 14 $20 million to $100 million: 6 5 2 2 0 1 $101 million to $200 million: 3 3 1 0 0 2 $201 million to $500 million: 2 3 1 0 0 0 Over $500 million: 3 1 1 0 0 0 Total 23 72 18 13 23 17 A21. Does your organization have any affiliations with, or endorsements from, any public or private organizations and/or industry groups, etc.? (Yes/No) If yes, describe the relationship, and include a description of whether or not it is a monetary relationship. Organization Name Monetary Relationship (Y/N) Amount of Contribution Length of Relationship N/A N/A N/A N/A B. RECORD KEEPING, CYBER SECURITY AND CUSTODY RECORD KEEPING: B1. Complete the table below regarding your recordkeeping system: Response Is your recordkeeping system proprietary? (Yes/No): Yes Used since: 1991 Number of participants on the system: 9,597,929 participants as of March 31, 2020. Number of plans on the system: 39,448 plans as of March 31, 2020. Is the system server-based or mainframe-based? Server B2. Provide a copy of the Firm’s SOC 1 and SOC 2 audit reports. Include copies in the Exhibit Folder and label it Exhibit 2. A copy of our most recent SOC 1 report is included in the exhibits folder and labeled Exhibit 2. ATTACHMENT A B3. Provide control objective results from your most recent system audit, including number of exceptions or deviations noted. Include a copy in the Exhibit Folder and label it Exhibit 3. A copy of our control objective results, including exceptions or deviations, is included as Exhibit 3. B4. Will you provide access, with reasonable notice, to parties authorized by the Plan Sponsor for the purpose of performing any audit or reviews that are deemed necessary? ☒Yes ☐No B5. Are there particular file formats that must be utilized when submitting payroll contributions and loan deduction data to your Firm? List the formats. ☐Yes ☒No File Format Options We do not require a specific format for participant records as long as a detailed file layout is provided. We will work with your existing vendor to communicate file specifications, file transfer protocols and timelines. We manage data through our payroll data interchange (PDI), which was developed specifically for the exchange of payroll information. PDI is integrated with the plan sponsor website allowing for payroll and current employee data — such as employee names, addresses and income — to be transmitted directly to our recordkeeping system in real-time. We have a specific PDI file layout, and will be happy to provide a sample with the layout upon request. B6. What is the daily deadline time in the Plan Sponsor’s time zone for you to receive the contribution file and funds and complete the investment of those contributions into the appropriate fund(s)? Daily time deadline 1 p.m. Pacific time. B7. As it relates to your record keeping system, what is the timeframe for participants to report errors after discovery? # of days to report error There is no specific time limit for us to make a correction. B8. Will you agree to make participants and/or the Plan(s) whole for any and all record keeping and/or administrative errors within your control and is there any limit? (Yes/No) Make participants/Plan whole for errors (Y/N) Yes Dollar limit None Time limit 90 days for correction retroactive to original processing date. No limit for correction to the current day share price. B9. Can your Firm tier the investment menu (meaning break up the core menu into sections with asset allocation funds in one tier and the core menu in another) on paper forms? (Yes/No) On the website/mobile? (Yes/No) Paper forms: ☒Yes ☐No Website/mobile: ☒Yes ☐No B10. Does your Firm offer a Roth 457 account deferral feature? (Yes/No) ☒Yes ☐No ATTACHMENT A B11. Does your Firm offer a Roth 457 in-service account conversion feature? (Yes/No) ☒Yes ☐No B12. If a participant is contributing to both traditional pre-tax and Roth after-tax, can they choose a different investment allocation for each (traditional versus Roth)? (Yes/No) ☒Yes ☐No B13. Does your self-directed option allow participants a traditional or ROTH account choice? ☒Yes ☐No B14. Does your self-directed option allow participant to have a traditional and ROTH account concurrently? ☒Yes ☐No B15. Do your participant statements show pre-tax and Roth after-tax contributions separately so participants can track these investments separately? ☒Yes ☐No B16. Is your Firm able to process salary deferrals in the form of both percentages and dollar amounts? ☒Yes ☐No B17. Is your Firm able to move to paperless enrollment? (Yes/No) If yes, please briefly describe the process and what would be required of the Plan Sponsor. ☒Yes ☐No Description: (100 word limit) Eligible employees can enroll anytime, anywhere via the participant website or mobile app. The enrollment process is simple and intuitive, and secured by multi-factor authentication. In order to implement online enrollment, the plan must provide employee indicative data such as name, Social Security number, date of birth, address, eligibility status, and participation dates. Information about newly hired and newly eligible employees is entered directly into our recordkeeping system via the plan sponsor website. B18. Is your Firm able to move to paperless statements? (Yes/No) If yes, please briefly describe the process and what would be required of the participant(s). ☒Yes ☐No Description: (100 word limit) Participant statements will be posted to the participant website shortly after the end of the quarter. Participants receive initial and annual notices regarding the online delivery. Once accessed, participants have the option to print their statement from the website, or they can request a mailed statement by contacting the service center or changing their communication preference via the participant website. B19. Could paperless statements be a default setting? (Yes/No) ☒Yes ☐No ATTACHMENT A CYBER SECURITY: B20. Briefly describe your data security process. Include a brief description of how access to participant data (current and archived) is controlled and monitored (i.e., who specifically can view participant account data, who can print this data, who can remove this data from your facility either on a laptop, flash drive, CD or as a printed report). Description: (300 word limit) We employ industry leading technology and security measures designed to defend against cybersecurity threats and safeguard client-sensitive information. Protection methods include, but are not limited to: • Security controls and perimeter infrastructure risk assessments, including the use of multi- tiered firewalls, intrusion protection appliances, and web application firewalls designed to protect the network from outside attack • Malicious code protection, including anti-virus technology, and other system controls designed to protect against malware • Threat-management procedures, including security monitoring centers that operate 24 hours a day, seven days a week, which are designed to detect and manage advanced computer security incidents and persistent threats, and follow a formalized process for taking action on identified threats • An enterprise-wide computer security incident response team (CSIRT) linked with the enterprise crisis response team • Threat intelligence solutions to stay informed of the latest risks, including solutions such as subscriptions to vulnerability alerting services, membership in threat intelligence sharing groups, monitoring of vendor announcements, and checking intelligence feeds from security vendors • Encryption of sensitive information at rest and when transferred electronically on public communication networks In addition, we have earned the distinction of Verizon Security Certified Enterprise for nine consecutive years. Proof of certification along with detailed audit control descriptions can be found at the following URL: https://smp- 01.verizonbusiness.com/certinfo/certletter.do?RSRCID=2159747600001&CERTID=120910KL800 As this is a general account product that is not registered with the Securities and Exchange Commission, a prospectus is not produced. Endpoint security and data loss prevention solutions are in place to restrict copy and write functionality and provide read-only access to portable media devices. These solutions also block personally identifiable information (PII) from being copied or written to portable devices for associates with management approved write capabilities as a job requirement. B21. How often are your systems backed-up? Frequency of back-ups Critical programs and data files are replicated on a daily, weekly, monthly and yearly basis and stored at an alternate data center in a timely manner. B22. Are your systems backed-up offsite and if so where are the location(s)? ☒Yes ☐No Location 1: Due to security reasons, we do not disclose the specific location of our off-site storage facility. Location 2: N/A Location 3: N/A ATTACHMENT A Location 4: N/A B23. Do you encrypt data in storage and transit? What type of data is encrypted? ☒Yes ☐No Type of data encrypted: (100 word limit) Encryption is utilized for corporate laptops and desktop computers, mobile devices and off-site backup storage. Additionally, we encrypt all fields and sensitive data points in the Empower recordkeeping system. For confidential information transferred electronically (data in transit), various encryption mechanisms are used to secure personally identifiable information (PII) when in transit to and from the Empower network. In addition, outgoing email that contains PII is required to be encrypted. B24. How many system security breaches has your organization experienced in the last three years? How many were under the current system? Number of breaches in 3 years There have been no material breaches of Empower’s system. Number on current system N/A B25. Which external vendors and business partners for this procurement would you share participant information with? Describe: (100 word limit) Empower handles participant data in accordance with applicable privacy laws, including Gramm- Leach-Bliley. Empower does not sell personal data to third parties. Empower shares data with certain third parties as permitted or required by law, including to service providers providing ancillary components of Empower’s services. In addition, Empower will share data with third parties as directed by a plan sponsor (such as to a plan sponsor’s TPAs or advisors, if applicable). B26. What participant information do you share with external vendors or business partners? Describe: (100 word limit) We collect and store information from forms that are completed, website access, business conducted with us and other parties we do business with, and from consumer and insurance reporting companies. B27. How frequently is the security of your data audited? State the date of the most recent verification and the party that performed it and provide a summary of the assessment outcome. Frequency of audit Quarterly Date of last audit December 2019 Summary: (100 word limit) Annual security assessment and penetration tests are conducted on our system by a leading third-party security assessment firm. Additionally, we participate in a complete security assessment program facilitated by Verizon on a quarterly basis, which consists of an independent review of our security program to help ensure we are protected against cyber threats. Our organization has attained the Verizon Security Certified Enterprise designation for nine consecutive years. Due to the sensitive nature of these tests, we do not provide reports summarizing the results and prefer to review results with clients on-site. B28. What account security features do you offer to protect participant accounts? Multi-factor log-in (yes/no) Yes Unique (non-SS#) login (yes/no) Yes ATTACHMENT A Frequency of password changes N/A Minimum Password length Specific password requirements are not shared externally to help ensure security. Password complexity rules are enabled to enforce minimum length, a mixture of characters and numbers, invalid password lockout. B29. If a participant account is breached, do you provide third party account monitoring services? Who is the vendor? What is the length of the service offered? Do you provide third party service (Yes/No) No Which vendor N/A Length of service N/A B30. What is your firm’s policy for reimbursing participants who have lost assets from their plan accounts due to cyber- security events (hacking, etc.) and/or fraudulent activity? Describe any limits on losses that may apply at the Participant or Plan level. Limit your response to 100 words. Policy: (100 word limit) Our Empower Retirement Security Guarantee affirms our promise to restore account losses caused by any unauthorized transactions that occur through no fault of a participant or plan sponsor. Information regarding the Empower Retirement Security Guarantee appears on the pre-login area of participant website so that participants are aware of the commitment and how it works. To view information on the Empower Retirement Security Guarantee as shown on the participant website, copy and paste the link below into your web browser. https://participant.empower-retirement.com/participant/#/articles/securityGuarantee CUSTODY: B31. Who would provide trustee/custodial services to the Plan? What is the length of your relations with the trustee/custodial service provider? Provider name Great-West Trust Company (GWTC) Length of relationship 32 years ATTACHMENT A B32. Provide a listing of the custodian’s insurance coverage in the specific categories provided in the table below. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omission $10 million Varies - $1 million to $10 million ACE American Insurance Company and Federal Insurance Company Directors & Officers $30 million (Canadian currency) $0 Side A; $500,000 Side B Chubb Insurance Company of Canada and National Liability Fire Insurance Company General Liability $5 million $25,000 Ace American Insurance Company Financial Instl. Bond $10 million $1 million corporate $5 million agents Federal Insurance Company Cyber Security $10 million $1 million CFC Underwriting (Managing General Agent on behalf of certain Lloyds of London Syndicates) Workman Comp Statutory Benefits $1 million EL $250,000 Sentry Insurance a Mutual Company Auto $2 million $0 Sentry Insurance a Mutual Company Other(s) $5 million Underlying deductible or if not covered $25,000 Ace Property and Casualty Insurance Company C. PARTICIPANT SERVICES ON-LINE ADVICE / MANAGED ACCOUNT SERVICES: C1. If requested, will your Firm offer an on-line advice and/or managed account service to the Plan Sponsor’s participants? (Yes/No) If yes, complete the table below. Yes On-line Advice Service Managed Account Service Service provider: Advised Assets Group (AAG)** AAG Name of service: Online advice Managed account service Used since: October 2004 October 2004 Total number of public sector participants utilizing service: 3,347 304,089 Total number of public sector plans utilizing service: 756 755 Total amount of public sector assets in the service: $446 million $10.6 billion Average participant utilization rate per plan: 0.4% 21.6% *As of May 31, 2020. ** Online Advice and My Total RetirementTM are part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser. There is no guarantee provided by any party that participation in any of the advisory services will result in a profit. C2. Could the Plan Sponsor choose to exclude the managed account service and offer only online advice? ☐Yes ☒No C3. Can your Firm offer managed accounts only to retirees and separated participants? ☐Yes ☒No ATTACHMENT A C4. Does your firm provide a managed account service that is specifically designed for retirees, including those who are taking distributions? ☒Yes ☐No C5. Does the distribution model used in the managed account service allow for distributions to be paid from a specific investment option (i.e., Stable Value)? ☒Yes ☐No C6. Will the representative(s) assigned to serve the Plan Sponsor’s participants provide counseling that includes using the on-line investment advice tool to help participants select an appropriate investment allocation? ☒Yes ☐No C7. Will your Firm, or the investment advice provider that you are partnered with, assume fiduciary responsibility for the investment advice given to participants? ☒Yes ☐No C8. If your Firm will partner with another firm to provide investment advice, internet-based or otherwise, will the Plan Sponsor be required to contract separately with that firm? ☒Yes ☐No COMMUNICATION AND EDUCATION: C9. Will your Firm provide online investment advice with assistance provided by your on-site participant service representative(s)? For example, the on-site participant service representative would be expected to explain the online advice tool to the participant, perform the data entry, and generate and explain the output of the service in a one-on-one meeting. ☒Yes ☐No Number of annual meetings 4 days Total hours 32 Are hours inclusive or exclusive to the participant education hours proposed Inclusive C10. If applicable, what certifications, licenses and training are the individuals who provide participant investment advice required to obtain (e.g. Series, 7, 63, 65, insurance licenses, etc.)? Please only state required certifications and distinguish between local (on-site) participant representatives and home office (call center) participant representatives. On-Site (Y/N) Call Center (Y/N) FINRA Series 7 No No FINRA Series 63 Yes Yes FINRA Series 65 Yes Yes CFP No No CFA No No Other(s) Yes, FINRA Series 6 Yes, FINRA Series 6 C11. Do any of these individuals assigned to this procurement have any U-4s or Disclosure Events listed with FINRA? ☐Yes ☒No ATTACHMENT A C12. Will you offer participants comprehensive financial planning services? ☒Yes ☐No C13. If yes, will you offer participants comprehensive financial planning services through a Certified Financial Planner? ☐Yes ☒No C14. Do any of the individuals who provide financial planning services have any U-4s or Disclosure Events listed with FINRA? ☐Yes ☒No C15. Are you proposing any financial planning service day(s) as part of your bid? Number of annual meetings 4 days Total hours 32 Are hours inclusive or exclusive to the participant education hours proposed Inclusive C16. How many on-site service representatives are being proposed for servicing this Plan Sponsor? Number of on-site service representative(s) 1 C17. Describe the physical and personnel resources you will either provide to or need from the Plan Sponsor for on-site services such as office space, conference rooms and clerical/administrative support for meeting arrangements as relevant to the services provided. Onsite resources: (100 word limit) Participant enrollment and education meetings are presented by an internal relationship manager via phone or webinar. The internal relationship manager will also provide to the plan sponsor an annual comprehensive review. To meet your day-to-day needs, we developed our service team concept so plan sponsors have a single point of contact for all plan needs. Upon dialing our toll-free number, plan sponsors are directly connected to the designated professionals assigned to service the plan. C18. Complete the following for the primary service representative that would be assigned to the Plan Sponsor to directly interact with participants. Representative #1 Representative #2 Name: Grace Torreblanca NA Years at Firm: 1.5 years NA Years in industry: 9 years NA Location (City, State): San Diego, California NA Total number of client accounts serviced: N/A NA Total assets serviced: N/A NA Total number of participants serviced: N/A NA Highest Academic degree Achieved: Bachelor’s Degree NA Professional Credential(s): N/A NA FINRA/Insurance License(s): Series 7, 63 and CA Life NA Typical work schedule (days and hours): Monday to Friday 8 a.m. to 5 p.m. Pacific time NA Contracted turnaround time for returning emails and/or phone calls: N/A NA ATTACHMENT A C19. What FINRA/insurance licenses are required for on-site participant service representatives? Required FINRA Series Series 7, 63 and CA Life Required Insurance Licenses N/A C20. Would the participant service representative work out of his/her house or an office? ☐Home ☐Office ☒Both C21. Will the Plan Sponsor be able to participate in the selection of the on-site participant service representative(s) assigned to the account? (Yes/No) ☒Yes ☐No C22. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the personnel assigned to the account? Describe: (200 word limit) If the City has a concern with a service team member, your relationship manager can address the concern with the individual and implement a performance plan moving forward. If your concern is with your relationship manager, you can contact senior management or another service team member to address your concern. If City is in any way dissatisfied with your service team or any individual members, we will work with you to find the right fit. C23. Will you provide on-site, individual meetings and group sessions at sites and times specified by the Plan Sponsor? ☒Yes ☐No C24. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site annual enrollment/education commitment. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed annual number of on-site service hours: 32 Proposed annual number of on-site service days: 4 C25. Complete the table on compensation structure for any employee, certified financial planner, and contractor (including the on-site participant service representatives) of your organization who would meet face-to-face with the participants and whether this compensation is one-time, recurring or varies based on the investments or products chosen by the participant. % Fixed Compensation % Bonus Employment Status (W2 Employee or 1099 Contractor) Account representative Percentage dependent on variable bonus. Based on individual performance Employee Phone representative Percentage dependent on variable bonus. Based on individual performance Employee Education representative Percentage dependent on Based on individual performance Employee ATTACHMENT A variable bonus. Investment advice representative Percentage dependent on variable bonus. Based on individual performance Employee Bonus payment criteria (50 word limit) Field representatives may receive bonuses based on objectives established. Service center representatives are eligible for an annual bonus based on performance. For client service managers, up to 20% of variable compensation is based on client satisfaction. C26. Are your on-site participant service representatives, plan sponsor representative, and/or any other employees given incentives to sell the following products or services: online advice, managed accounts, guaranteed minimum withdrawal benefit options, IRA rollover, and/or managed payout options? (Yes/No) Complete the tables below. State additional products or services that apply. Is Any Compensation Based on the Adoption of: On-Site Rep Plan Sponsor Rep Other Employees Fixed or General Account/Stable Value: No No No Managed Accounts: No No No Guaranteed Minimum Withdrawal Benefit: No No No Managed Payout Options: No No No Proprietary Mutual Funds: No No No Roth or traditional IRA or Rollover IRA: No No No Other Products: No No No C27. Briefly describe how you measure and/or benchmark the impact your communication and education efforts have on participant behavior? Limit your response to 200 words. Measure/ Benchmark: (200 word limit) We believe the most important metric for success in your retirement plan is the rate of income replacement for your employees, and we measure the effectiveness of our communications based on this metric. Whether it is tracking the number of participants visiting the website, responses to a direct email, or actual enrollments, we are able to identify where we are succeeding and where we need to make enhancements to campaigns so as to improve overall results. The following are some of the strategies that we utilize to achieve this goal: • Surveys • Marketing campaign response rates • Online activity, including interaction with retirement forecasting profiles • Traditional participation, deferral and loan activity measures • Rates at which terminated participants maintain the tax-deferred status of their plans versus taking their balances in cash • Enrollment increases • Asset growth • Transfers-in ATTACHMENT A C28. Briefly describe your capability to track and report to the Plan Sponsor, on a quarterly basis, the success or effectiveness of various communication and education outreach campaigns. Limit your response to 200 words. Capabilities: (200 word limit) We use a variety of methods to measure the success of our education approaches including participant feedback following seminars, feedback from key contacts and employees, and ongoing analysis of participant demographics by department. These methods are described below: Periodic Participant Satisfaction Surveys Meeting and presentation feedback allows us to determine whether we are reaching enough participants, whether the topics are appropriate, whether other topics are desired and the effectiveness of our speakers. Periodic Review of Plan Demographics We track plan trends to determine participation levels (by department, by age, by gender); asset allocation (number of funds utilized by participants, frequency of investment changes); average deferral rates (to help ensure that once participants are enrolled, they continue to take full advantage of the plan), and utilization of optional plan features (e.g., number of participants electing catch-up, number of outstanding loans (if applicable), number of hardship and unforeseeable emergency withdrawal requests). C29. Do you offer the following participant services: Yes/No Retirement readiness scores or income gap analysis on statements: No Retirement readiness scores or income gap analysis on web/landing page: Yes Retirement readiness scores or income gap analysis on mobile devices: Yes C30. Are you willing to conduct surveys to assess the success of any education program? ☒Yes ☐No C31. If applicable, how frequently would you propose participant surveys be conducted? How frequently can the Plan Sponsor have participant surveys be conducted without incurring additional costs? Frequency of surveys: N/A Additional cost: None C32. Will you provide the Plan Sponsor with any customized educational materials? Yes/No Description Website: Yes Plan sponsor and participant websites can be customized with the company logo and plan-specific information (i.e., investments, plan rules, plan forms, etc.) at no additional cost. Education booklets: Yes We can customize the enrollment guide with the City’s name and logo. Newsletters: No N/A Mailers: Yes We can customize mailers with the City’s name and logo. ATTACHMENT A Participant statements: Yes You can customize the participant quarterly statement at no additional cost by activating or eliminating the features outlined below: • Return address • Fund display in fund order or asset class order • Deferral amount indicators as well as limits, percentage and catch-up explanation • Year-to-date rates of return and a historical graph of account balance • Beneficiary information • Performance returns • Display of vesting information • Plan logo • Plan name • Financial advisor and phone number displayed on first page (if applicable) • Summary transaction detail of all activity for the period • Year-to-date and inception-to-date contribution figures • Participant or employee ID • Loan information • Investment benchmarks Mobile applications: No Participant forms: Yes Our standard forms are dynamic by plan to include plan name and number, plan logo, and standard plan provisions including investment options, and withdrawal reasons.. We can customize our forms to conform to non-standard plan provisions if needed, keeping in mind legal requirements, compliance, and operation approval limitations. Others: N/A C33. Does your Firm provide educational services to participants through the use of webinars, including interactive webinars? ☒Yes ☐No STATEMENTS/SYSTEM TECHNOLOGY: C34. Do participant statements aggregate all account information if the employee were to have multiple plans/accounts with you? ☒Yes ☐No ATTACHMENT A C35. What external accounts, not held with your organization, can a participant aggregate into your system? Explanation: (100 word limit) We make available an integrated account aggregation through Plaid. With the aggregation functionality, participants can view aggregate account information for all retirement plans provided by Empower and data from all of their income sources including savings and investment accounts. Participants deciding not to use the integrated tool have the option to manually input outside assets (e.g., IRAs, plan assets held at a previous employer, contributions to a spouses’ retirement plan, etc.). When the information is saved, the input values are included in the projected retirement income figures. C36. Does your system capture external account information at initial input? (Yes/No) For example, participant enters initial external account data and upon subsequent log-ins, the external account data populates. ☒Yes ☐No C37. Can your system capture and include participant defined benefit plan information, in statements or in a retirement income calculation or gap analysis? (Yes/No) ☒Yes ☐No C38. Do participant statements allow for a customized message from the Plan Sponsor? ☒Yes ☐No C39. Complete the chart regarding information available on participant statements. PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No Monthly fund performance: No Total assets: Yes Quarterly fund performance: Yes Total ROTH assets: Yes 1-year fund performance: Yes Total outstanding loan amount: Yes 3-year fund performance: Yes Loan repayment detail: Yes 5-year fund performance: Yes Cash flow personal rate of return: Yes 10-year fund performance: Yes Expense ratios: Yes Cash flow for quarter: Yes Defined benefit assets (if applicable): Yes Roth deferrals for quarter: Yes Projected retirement income: No Asset allocation: Yes Retirement readiness score: No C40. Complete the chart regarding information available on participant statements. Fill in the requested number of business days. How many days after quarter-end are statements mailed? 15 days How many days after quarter-end until statements are available online? 15 days How long are statements available? 3 years C41. Provide a sample quarterly participant account statement. Include this in the Exhibit Folder and label it Exhibit 4. ☒Yes ☐No A sample participant statement is included as Exhibit 4. C42. Can participants print on-demand account statements with self-selected time periods from your website? ☒Yes ☐No ATTACHMENT A C43. Complete the following table regarding the information and transaction capabilities available to Plan participants through Phone Service Representatives (“PSR”), Voice Response Unit (“VRU”), Desktop Computer, and Mobile App. (Yes/No) Participant Inquiry/Transactions (yes/No) PSR VRU Computer Mobile Total account balance: Yes Yes Yes Yes Roth account balance: Yes Yes Yes Yes Account balance by fund: Yes Yes Yes Yes Roth account balance by fund: Yes Yes Yes Yes Investment elections: Yes Yes Yes Yes Deferral rate: Yes Yes Yes Yes Roth deferral rate: Yes Yes Yes Yes Contribution history: Yes Yes Yes Yes Transaction history: Yes Yes Yes Yes Withdrawal history: Yes Yes Yes Yes Loan application: Yes Yes Yes No Outstanding loan balance: Yes Yes Yes Yes Loan history: Yes Yes Yes Yes Loan modeling: Yes Yes Yes Yes Primary beneficiary designation: Inquiry: Yes Transacti on: No No Yes Yes Secondary beneficiary designation: Inquiry: Yes Transacti on: No No Yes Yes Fund performance: Yes Yes Yes Yes Specific investment advice: Yes No Yes No Automatic rebalance: Yes Yes Yes Yes Paperless fund to fund transfers: Yes Yes Yes No Paperless future investment election change: Yes Yes Yes Yes Paperless enrollment: Yes Yes Yes Yes Paperless deferral/Roth deferral change: Yes Yes Yes Yes Prospectus request: Yes No Yes Yes Paperless loan application: Yes Yes Yes No Paperless term distribution: Yes Yes Yes No Investment advice online: N/A N/A Yes No Hardship application and status: Inquiry: Yes Transacti on: No Inquiry: Yes Transacti on: No Yes No Account distribution information: Yes No Yes No Projected retirement income: Yes No Yes Yes Mobile touch ID: N/A N/A N/A Yes Mobile text alerts: N/A N/A N/A Yes Mobile responsive design: N/A N/A Yes Yes C44. Except for investment advice/managed account offerings and self-directed brokerage options, are there any outside contractors or other vendors that would provide services to the Plan(s)? ☐Yes ☒No ATTACHMENT A C45. Are participants able to enroll and make changes to their accounts by filling out a paper form? ☐Yes ☒No C46. Does the Plan Sponsor have the ability to create a custom participant message for posting on the Internet site? ☒Yes ☐No C47. Does your Firm provide for online participant loan applications? ☒Yes ☐No If yes, can the entire process be completed online? ☒Yes ☐No C48. What is the latest time that a participant can make an investment transfer request and be assured that the transaction will be processed at the end of that day? Time should be listed in the Plan Sponsor’s time zone. Latest time: 1 p.m. Pacific Time. Requests received in good order before market close are processed the same business day. Requests received after market close are initiated the next business day. C49. Provide a test address and password in the table below for a representative participant website and/or mobile access experience. Sample Website Sample Mobile Web/Mobile address: Empowerretirementdemo.com Empowerretirementdemo.com Log-in: city-of-temple-city,-ca city-of-temple-city,-ca Password/security question: awhite!11 awhite!11 Expiration date: 9/28/2020 9/28/2020 C50. Briefly explain how phone and website passwords are assigned and changed. Explanation: (200 word limit) Participants will choose a password during the participant website account registration process. Participants can reset their password via the participant website by clicking the Login Help link. The participant is prompted to enter their Social Security number (SSN), zip/postal code, last name, date of birth and the numeric portion of their street address. Upon validation of their individual attributes, using multifactor authentication, the participant receives a code via their previously stored method of choice (phone, email or text). Once the authentication code is entered, the participant can view their current username and change their password. Participants can change or replace their password at any time through the Profile section of the participant website. C51. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for a check to be mailed out? Number of business days: 2 business days if completed in good order before 1 P.M. Pacific time. C52. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for an electronic payment to be made to the participant’s outside account? Number of business days: Withdrawals are processed on the same business day if completed in good order before 1 P.M. Pacific time. ATTACHMENT A C53. Can participants select their own periodic payment distribution dates? ☒Yes ☐No C54. Can these date(s) be changed once distributions have started? ☒Yes ☐No C55. Can participants specify a specific fund source and/or fund order for the distribution? ☒Yes ☐No C56. Can participants specify a specific tax source (e.g. pre-tax versus Roth) for the distribution? ☒Yes ☐No SERVICE CENTERS: C57. Where are your customer service center(s) located? List hours of operation in Plan Sponsor’s time zone. Note: this office is not to be confused with any proposed local office. Location Days of Operation Hours of Operation Number of Reps We have service centers located in Greenwood Village, Colorado; Overland Park, Kansas; Andover, Massachusetts; and Milwaukee, Wisconsin Monday through Friday, excluding most financial market holidays, and Saturday 5 a.m. to 7 p.m. Pacific time, excluding most financial market holidays. Additionally, our representatives are available on Saturdays from 6 a.m. to 2:30 p.m. pacific time. We have more than 1,000 service center representatives as of March 31, 2020. C58. What securities licenses are your customer service center representatives required to maintain? Provide your answer in the table below. Licenses Yes/No Series 6: Yes Series 7: No Series 63: Yes Series 65: Yes* Series 66: No Insurance: No Others (List): No *Retirement Solutions Group (RSG) representatives only. This group works with plan sponsors and participants to address asset consolidation and tax deferred asset protection issues. C59. Complete the following table regarding your call center and website: Call Center/Website Stats 2018 2017 2016 Average call response time (min:sec): 0:40 0:29 0:23 Average length of calls (min:sec): 6:44 7:09 7:12 Number of dropped calls: 2.55% 2.03% 1.5% % of transactions handled by VRU: 9% 8% 9.2% % of transactions handled by Web: 86% 88% 85.8% % of transactions handled by PSR: 5% 4% 4.9% ATTACHMENT A Call Center/Website Stats 2018 2017 2016 Call center personnel turnover rate: 22.9% 22.3% 23.8% D. PLAN SPONSOR SERVICES D1. Complete the table for any person who would work directly with the Plan Sponsor on a day-to-day basis, such as a regional field manager(s) or a relationship manager(s). Exclude education representatives. Representative #1 Representative #2 Representative’s name: Josh Newell Relationship Manager N/A Years at firm: 6 N/A Years in industry: 11 N/A Location (City, State): Denver, Colorado N/A Total number of accounts serviced: 420 N/A Total assets serviced: $580,000,000 N/A Total number of participants serviced: 30,750 N/A University degree(s)): MBA N/A Professional credential(s): CRPS N/A FINRA/insurance license(s): 6,63 N/A Work schedule (days and hours): 7 am – 3 pm Pacific time N/A Turnaround time for returning phone calls: 48 hours N/A D2. Will your Firm assign the Plan Sponsor a relationship manager that will serve as a single point of contact? ☒Yes ☐No D3. Would this employee attend meetings at Plan Sponsor offices as requested? ☒Yes ☐No D4. Will the Plan Sponsor be able to participate in the selection of this relationship manager assigned to the account? ☒Yes ☐No D5. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the relationship manager assigned to the account? Explanation: (100 word limit) If the City has a concern with your relationship manager, you can contact senior management or another service team member to address your concern. If the City is in any way dissatisfied with your service team or any individual members, we will work with you to find the right fit. D6. How frequently do you conduct client satisfaction surveys at the Plan Sponsor’s level? Are Plan Sponsor surveys done internally or outsourced to a third party? If done internally, who is responsible for conducting the surveys (i.e. relationship manager, etc.)? Survey frequency: Annually Internally or outsourced: Internal Responsible for conducing survey: Corporate client research department ATTACHMENT A D7. Complete the table below regarding tasks an authorized Plan Sponsor staff member is able to accomplish on behalf of participants. If they are able to accomplish each task, list the format available as well as when any changes become effective. TASK Yes/No Format (web, paper, etc.) Change participant information: Yes Plan sponsor website, payroll submission Designate date of termination online: Yes Plan sponsor website, payroll submission View deferrals per participant: Yes Plan sponsor website View account balance(s) as of a given date: Yes Plan sponsor website View Plan statements per quarter: Yes Plan sponsor website View YTD contributions per participant: Yes Plan sponsor website D8. Complete the table below regarding reports you can provide to the Plan Sponsors. Report Frequency Available in Paper (Y/N)* Available on Website (Y/N) Participant Loans Quarterly Yes Yes Payroll Contributions Quarterly Yes Yes Plan Statement Quarterly Yes Yes Plan Cash-Flow Quarterly Yes Yes Investment Returns Annually or more frequently if desired Yes Yes Lost Address Quarterly Yes Yes Participant Eligibility Dependent on the plan’s eligibility entry frequency Yes Yes Admin Allowance Account Transactions Custom Yes Yes 408(b)2 Fee Disclosure Monthly Yes Yes * Empower has migrated to a paperless policy, however, in the event that paper forms need to be generated for a specific individual or individuals, the plan’s Relationship Manager and Retirement Plan Administrator, can likely assist, but on a specific case-by-case basis. **Many are available on demand. D9. Complete the table below to allow access to the demo plan sponsor website. Sample Website Web/Mobile address: Empowerretirementdemo.com Log-in: city-of-temple-city,-ca Password/security question: awhite!11 Expiration date: 9/28/2020 ATTACHMENT A D10. Indicate which administrative functions the Plan Sponsor may outsource, assuming they make use of all your administrative services and authorize your Firm to make approvals or otherwise perform. Once authorized, will the Proposing Firm carry out this function entirely without further Plan Sponsor staff involvement? ADMINISTRATIVE FUNCTIONS Completely Outsourced (Y/N) Will You Carry Out Function (Y/N) Qualified Domestic Relations Order (QDRO) review: Yes Yes QDRO approval: Yes Yes Emergency distribution review: Yes Yes Emergency distribution approval: Yes Yes Beneficiary change processing: Yes Yes Term distribution processing: Yes Yes Minimum required distribution processing: Yes Yes De minimis distribution processing: Yes Yes Plan document review/update: Yes No New participant loan applications and approval: Yes Yes D11. Complete the table below indicating the information and services you provide specifically to Plan Sponsors over the Internet. SERVICES OVER THE INTERNET Yes/No Report writing capabilities: Yes Payroll Deferral Posting Data: Yes Participant Account Balance Information: Yes Plan Account Balances by Fund: Yes Indicative Data Changes: Yes Withdrawal Request/Status Tracking: Yes Total Outstanding Loan Balances: Yes Total Number of Loans in Default: Yes D12. Briefly describe when and how the Plan Sponsor and participants would be notified of loan default status, either while in service or post-separation. Be sure to include an explanation of what assistance you require from the Plan Sponsor in this regard. Description: (100 word limit) Our default loan process is fully automated and requires no action on your part. Empower identifies delinquent or potential loan defaults through a report generated each quarter that lists any participants who may be at risk. We mail a notification letter to each participant and to the plan that asks whether an IRS-sanctioned disbursement event has occurred and provides information related to the potential default and the consequences thereof. After 90 days following the date the payment was due, we place the loan in default. D13. Does an individual participant have the ability to make loan repayments after separating from service? If yes, indicate what sources other than payroll deduction are available. Loan repayment after separation (Y/N) Yes Other Payment Sources We accept loan repayments from terminated participants. Upon severance of employment, the participant will need to make a decision as to how the loan will be paid. If the participant elects to continue to repay the loan after severance of employment they must contact Empower in order to re-amortize the loan to monthly repayment by coupon (with money order or cashier check) or ATTACHMENT A through Automated Clearing House (ACH) deductions. Additionally, the participant has the option to pay the loan in full or contact Empower to request that the loan be offset. D14. Briefly describe your Firm’s participant loan administration processes and capabilities, including how a participant would apply for a loan and how the deduction information would be transmitted to the Plan Sponsor. Description: (100 word limit) Participants can initiate a loan by submitting a paperless request through our voice response system, service center, participant website or by submitting a paper request form. Within two business days from the date the properly completed application is received, the request is processed and the check, promissory note and amortization schedule are sent directly to the participant’s address of record. If the plan allows, online loan requests allow proceeds to be distributed by an ACH payment rather than by check. Loan file feeds are sent to the City through the plan sponsor website. D15. Will your firm administer new plan loans taken out by a former employee (retired or separated) that will make loan repayments via ACH? (Yes/No) If yes, please provide any relevant details. ☒Yes ☐No Details: (100 word limit) Our loan structure allows for ACH repayment of loans taken by terminated employees, or employees who terminate after taking the loan. Employees must submit banking information and have it assigned to the loan. D16. In the past five (5) years, how many of your Firm’s public sector clients experienced participant loan defaults that were not reported to the Plan Sponsor and/or participant in a timely fashion, resulting in taxes not being paid in the correct year? Number of plans experienced such events: 0 D17. Complete the table below regarding the percentage of public sector DC plans that offer automatic enrollment and/or a Roth deferral feature. Year % of Govt DC Plans with Auto Enroll % of Govt DC Plans with Roth Deferral 2019 5% 36% 2018 4% 42% 2017 1.03% 27% 2016 0.91% 19% D18. Do you need the Plan Sponsor to specifically identify whether a Plan participant is making regular contributions, pre- retirement catch-up contributions, and/or age 50+ catch-up contributions? (Yes/No for each contribution type) CONTRIBUTION TYPE Yes/No Regular Contribution No Catch-up Contribution No 50+ Catch-up Contribution No ATTACHMENT A D19. List any other administrative outsourcing services, not yet noted, that your Firm would make available to the Plan Sponsor. Additional Outsourcing Services: (200 word limit) In addition to services noted, the following services can also be outsourced to Empower. •Automatic deferral increase •Eligibility •Vesting tracking D20. Are all communication and education services configured to comply (at a minimum) with the provisions of applicable federal law? ☒Yes ☐No D21. Although ERISA is not applicable to public sector plans, will you comply with the communication and education requirements of subdivision (c) of Section 1104 of Title 29 of the US Code, commonly referred to as Section 404(c), as a means of assuring that the Plan Sponsor meets its fiduciary responsibilities? ☒Yes ☐No D22. Does your Firm apply the US Department of Labor (DOL) plan sponsor and participant regulations requiring fee disclosure to plan sponsors and participants in non-ERISA-governed plans? If yes, please include a sample in the Exhibit Folder and label it Exhibit 5. ☒Yes ☐No A sample fee disclosure is included as Exhibit 5. D23. Are you willing to indemnify and hold the Plan Sponsor harmless from any legal claims and actions arising out of the educational activities you provide to Plan participants. If no, briefly explain. ☐Yes ☒No Explanation: (100 word limit) We will indemnify the City if the claim is the result of Empower’s breach of the agreement or failure to perform its services in accordance with applicable industry standards. Empower would not provide indemnification if we were not at fault with respect to the claim. D24. Will you provide legal assistance and compliance to assure the Plan(s) operate in compliance with current and future Internal Revenue Code provisions? ☒Yes ☐No D25. How will you inform the Plan Sponsor of actual or contemplated changes in laws or regulations that would impact the Plan(s)? Description: (100 word limit) We provide news of legal and regulatory changes via the plan sponsor website, newsletters, webinars as well as letters and emails. Through these communications we: • Explain the provisions of legal, regulatory, case law and other developments that are relevant to your plan. • Analyze and interpret how such developments impact your plan, your participants and your company • Outline the plan design and administration decisions you may have to make. D26. Will your Firm provide and maintain model plan documents for the Plan Sponsor for the Plan(s)? ☒Yes ☐No ATTACHMENT A D27. Does your Firm provide a plan sponsor newsletter? ☒Yes ☐No E. INVESTMENT FLEXIBILITY E1. Will you require the use of a proprietary option to secure any enhanced pricing offered under this bid? If yes, please name the product(s). ☒Yes ☐No Required Proprietary Product Name Putnam Stable Value Fund:- 25 bps band E2. Provide the crediting rate formula for the proposed capital preservation investment option(s) (stable value, General or Fixed Account, etc.). Illustrate the current rate using this formula. Portfolio Crediting Rate The portfolio is valued on a daily basis and the crediting rate is calculated based on the weighted average of the crediting rates of all of the book value instruments of the strategy. The portfolio calculates interest on a daily accrual basis and the crediting rate fluctuates daily. The overall portfolio crediting rate will fluctuate based on contract crediting rates as well as trading and cash flow activity. Synthetic Contract Crediting Rates Typically, the crediting rates of traditional GICs are fixed while the synthetic contracts are reset on a quarterly basis. The standard crediting rate calculation we use is shown below. Underlying portfolio data and the contract book value is used for the elements of the calculation. Historically, there was flexibility to use benchmark statistics but the wrap providers now require, post credit crisis, that actual rather than benchmark statistics are included for all elements of the calculation. When the crediting rates are reset for synthetic contracts, data from the previous month end is used when calculating the next quarter’s crediting rate, e.g., November 30th data is used to calculate the reset occurring on January 1st. The synthetic contracts within the strategy typically reset on a quarterly basis using the following formula: CR = ((((MVA/BVA) ^ (1/D)) * (1 + Y/2)^2) – 1) – F, where: MVA=Market value of the portfolio BVA = Book value of the portfolio D = Duration of the portfolio Y = Yield to maturity of the portfolio F = Wrap fees E3. For the proposed capital preservation investment option(s), provide quarterly investment returns, net of management and wrap fee, for the last 10 years. Year 1Q 2Q 3Q 4Q 2019 0.65% 0.68% 0.67% 0.61% 2018 0.58% 0.61% 0.63% 0.66% 2017 0.51% 0.54% 0.56% 0.57% 2016 0.48% 0.48% 0.50% 0.51% 2015 0.50% 0.51% 0.50% 0.48% 2014 0.47% 0.48% 0.50% 0.51% ATTACHMENT A Year 1Q 2Q 3Q 4Q 2019 0.65% 0.68% 0.67% 0.61% 2013 0.50% 0.50% 0.47% 0.47% 2012 0.67% 0.62% 0.57% 0.51% 2011 0.99% 0.97% 0.92% 0.83% 2010 1.03% 1.13% 1.09% 1.03% 2009 0.55% 0.60% 0.85% 0.94% E4. Are the returns for the Capital Preservation Option GIPS compliant? ☒Yes ☐No E5. Are the returns for the Capital Preservation Option audited? ☐Yes ☒No E6. Provide the market-to-book value ratio (or formulaic equivalent adjustment factor) for the proposed capital preservation investment option(s) and the net of fee crediting rate for each of the following years: Year MV:BV Ratio Net Annualized Crediting Rate Year MV:BV Ratio Net Annualized Crediting Rate 2019 101.26% 2.46% 2013 100.72% 1.61% 2018 99.35% 2.40% 2012 102.11% 1.77% 2017 100.45% 2.07% 2011 102.29% 2.98% 2016 100.44% 1.85% 2010 104.68% 3.90% 2015 100.56% 1.67% 2009 103.23% 3.58% 2014 101.43% 1.78% 2008 91.11% 3.91% E7. For the proposed capital preservation investment option(s), provide the most recent attribution sheet that shows the current portfolio breakdown by sector along with any and all wrap providers. Include this in the Exhibit Folder and label it Exhibit 6. The Putnam Stable Value Fund Fact Sheet is included as Exhibit 6a. E8. As applicable, provide a list of the fixed/stable value option wrap providers for any proprietary products and indicate whether or not they are currently providing additional wrap capacity. Wrap Provider Name Additional Wrap Capacity (Y/N) S&P Credit Rating % of Portfolio Wrapped Wrap Fee (%) Transamerica Y A+ 19.32% 15.97 bps (weighted average wrap fee of Putnam Stable Value Fund) Pacific Life Y AA- 14.60% Prudential Life Y AA- 10.73% American United Life Y A+ 5.55% Metropolitan Life Y AA- 3.70% E9. Describe the liquidity provisions for the proposed capital preservation investment option(s). Participant Liquidity: (50 word limit) Transfers can occur on a same-day basis if the exchanges are requested prior to 1 p.m. pacific time on any business day. Transfers to competing investment options must be held in a non-competing investment option for at least 90 days before a transfer to a competing option may occur. Plan Sponsor Liquidity: (50 word limit) 12-month advance written notice is required for any withdrawal of assets. We operate the put in a flexible manner. However, the Trustee has absolute discretion with regard to choosing when to disburse withdrawals within that 365-day period. The Trustee bases the decision on the best interest of the investors in the strategy. ATTACHMENT A E10. At the end of the recordkeeping contract termination where you or your capital preservation is not retained, explain the plan level liquidity for each proposed product? Product Investment Type* Book Value Liquidation (Y/N) Put Period in Months Market Value Liquidation (Y/N) Securities In- kind (Y/N) Putnam Stable Value Fund Commingled stable value Yes 12 No No *General Account, Separate Account, Commingled Stable Value, Money Market, etc. E11. If applicable, state the market value adjustment formula that will apply to the capital preservation product(s) that your firm has proposed under enhanced pricing. Briefly describe as needed. Formula: (100 word limit) N/A E12. What benchmark is used to evaluate the performance of the proposed capital preservation investment option(s)? Product(s) Benchmark Putnam Stable Value Fund ICE Bank of America Merrill Lynch 3- month Treasury Bill Index E13. Provide a list of ten non-revenue share stable value/capital preservation products that are available through your investment platform. Product Name Expense Ratio Current Net Credit Rate Proprietary (Y/N) Please see the Alliance List included as an exhibit. N/A N/A N/A E14. State the floor rate and contract term for any proposed stable value fund or fixed option. Product Putnam Stable Value Fund Floor Rate N/A Contract Term Crediting rate fluctuates daily. Product N/A Floor Rate N/A Contract Term N/A E15. For any product that has a put provision, will you allow the Plan Sponsor to provide notice of possible liquidation in advance of any formal decision? For example, could the Plan Sponsor ask you to begin the put notification period and then elect at a later time to keep the fund prior to any actual liquidation and without any charge to the Plan and participants? ☒Yes ☐No E16. For all investment options on your platform, do you have restrictions on the number of trades a participant may make in a month, quarter, and year? ☐Yes ☒No ATTACHMENT A E17. Can your organization apply short-term trading restrictions and redemption fees? ☒Yes ☐No E18. Is it your practice to apply these restrictions and fees in accordance with the fund company’s policies? ☒Yes ☐No E19. Are participants notified if a trade or transfer they are making will have a redemption fee assessed? ☒Yes ☐No E20. How many days will it take for you to add or remove a fund from the Plan Sponsor’s Plan(s) once you have been given instructions? Number of days: 45 days E21. Are fund additions and deletions subject to any monthly, quarterly or annual schedule? If yes, define the schedule. ☐Yes, ☐Monthly ☐Quarterly ☐Annually ☒ No E22. Briefly describe any restrictions to adding new funds to your platform. Description: (200 word limit) Empower can add any new fund family to our platform as long as the new fund family meets internal Empower policies to initiate the agreement process and adheres to our trading operational criteria. • Outside funds that are added to our Alliance List must meet the following criteria: • Mapping of at least $1 million or use of the fund in at least 10 plans • The fund must have at least a three year track record • The fund must trade through the NSCC and have no front-end or back-end loads • The fund must be willing to use our version of agreements. E23. Do you receive compensation from fund companies outside of your revenue share agreements? ☒Yes ☐No E24. How many fund companies provide compensation to your firm that is separate from revenue share? Number of Fund Companies: 66 E25. Will you process non-NSCC eligible investment options and are there any fees for this? ☒Yes ☐No Additional Fee: The fee varies depending upon the specific investment and its complexity. E26. Provide a list of the investment options available through your proprietary and alliance networks. This list should include ticker symbols, expense ratios and revenue share information available for every fund. Segment the list by asset class. Provide this report in an Excel spreadsheet and include this in the Exhibit Folder and label it Exhibit 7. ☒Yes ☐No Our Alliance List is included as Exhibit 7. ATTACHMENT A E27. Answer Yes/No in the table below to indicate your Firm’s ability to provide record keeping for the Plan Sponsor options that may include: PRODUCT NAME Yes/No Non-proprietary Commingled Trust Investment: No Non-proprietary General Account: Yes Non-proprietary Separate Account: No Non-proprietary Annuity/Guaranteed Retirement Income Products: No Additional Fee: N/A E28. Do you currently offer a guaranteed minimum withdrawal benefit (GMWB) product? ☒Yes ☐No Product Name: Great-West SecureFoundation® II Investment Cost: Dependent on share class Insurance Cost: 90 basis points of account value Portable to another recordkeeper: No E29. If you answered “Yes” to the question above, will you allow other third-party administration (TPA) companies to record-keep your GMWB product? If yes, please identify the TPA firms that are providing your GMWB product to defined contribution plans today. TPA Firms N/A E30. Will your Firm record keep the guaranteed minimum withdrawal benefit products provided by other firms? (Yes/No). If yes, please list the GMWB products of other firms that are available on your platform today. ☐Yes ☒No Product Name N/A E31. Do you offer a self-directed brokerage account (SDBA) option? (Yes/No) Offer SDBA (Y/N): Yes Online Brokerage Company: Empower Brokerage *The SDBA is intended for knowledgeable investors who acknowledge and understand the risks associated with the investments contained in the SDBA. E32. Answer yes/no in the following grid as it relates to the SDBA. Can be traded? (Yes/No) Can be restricted? (Yes/No) Stocks: Yes Yes Bonds: Yes Yes ETFs: Yes Yes Mutual Funds: Yes Yes Options: Yes (only covered calls/collective puts) Yes ATTACHMENT A Can be traded? (Yes/No) Can be restricted? (Yes/No) Other Derivatives: No N/A Closed-end LPs: No N/A E33. Do you have the ability to restrict the amount of assets a participant is able to hold within the SDBA? (Yes/No) ☒Yes ☐No E34. Is there a minimum account balance that must be maintained in the core investment menu? (Yes/No) If so, what is the dollar amount or percentage? ☒Yes ☐No Minimum Amount: $2500 E35. Briefly discuss the process of moving assets to/from the core account, and any restrictions in trading frequencies or timing that may be imposed in the SDBA. Asset Transfers: (100 word limit) To initiate a transfer from the core investment options to the SDBA, the participant must call the plan’s toll-free number or visit the plan’s website. Transfers from the core investment options to the SDBA typically complete within three business days. Transferred funds will be received as cash and automatically allocated to the sweep account in the SDBA. The participant may then begin trading. Restrictions in trading frequency and timing (100 word limit) Some types of securities and transactions are not available, including: • Margin accounts • Collectibles • Precious metals • Futures • Commodities • Currencies • Physical assets (i.e., real estate) • Short sales • Annuities • Private placements • Life insurance policies • Private limited partnerships • Trade-away trades • Options (except covered calls/protective puts) • Promissory notes • Trading on foreign exchanges • Alternative investments E36. Are participants able to defer directly to the SDBA? ☒Yes ☐No E37. Briefly describe how Roth assets are handled within the SDBA. Describe: (200 word limit) If the plan has Roth money sources available to participants, the plan may elect to offer separate Roth accounts in Empower Brokerage. E38. Can participants separately designate the transfer of either pre-tax or Roth after-tax dollars to the SDBA? ☒Yes ☐No E39. Will the pre-tax and Roth after-tax contributions and earnings show separately on participant SDBA statements? ☒Yes ☐No ATTACHMENT A E40. Briefly describe what information your quarterly statements include regarding specific transactions conducted in the SDBA. Describe: (100 word limit) Quarterly participant statement report the total balance in the brokerage account. Brokerage statements are generated monthly if there is activity or a balance in the sweep; otherwise, statements are generated quarterly. E41. Do you require participants to maintain a balance in the core investment menu? (Yes/No) If so, what is the minimum dollar amount or percentage of assets. ☒Yes ☐No Minimum Amount or Percentage $2500 E42. Provide a sample participant statement that your recommended SDBA partner would provide to participants. Include this in the Exhibit Folder and label it Exhibit 8. ☒Yes ☐No A sample SDBA participant statement is included as exhibit 8. F. TRANSITION F1. Include a one-page transition plan assuming your contract starts on November 30, 2020. Include this as Exhibit 9. A transition plan is included as Exhibit 9. F2. How many plans has your Firm transitioned from other providers listed below?: CLIENT TRANSITION 2019 2018 2017 2016 2015 2014 Under $20 million: 3,362 2,985 3,198 2,935 4,372 2,838 $20 million to $100 million: 105 72 94 124 79 74 $101 million to $200 million: 15 15 4 41 9 15 $201 million to $500 million: 6 7 6 35 11 12 Over $500 million: 8 5 2 50 11 15 Total 3,496 3,084 3,304 3,185 4,482 2,954 F3. What is the least amount of time needed for you to do a transition? What is the typical amount of time? Least amount of time (#days): 90 Typical (#days): 90 F4. Will you guarantee your stated implementation timeframe? (Yes/No) ☐Yes ☒No F5. Will you offer the Plan Sponsor a dedicated transition management team? (Yes/No) If yes, briefly describe the team members and their roles in the following table. ☒Yes ☐No ATTACHMENT A Team member Role # of prior plans transitioned from current record keeper Phyllis Henderson Director of Implementation N/A F6. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site education/communication commitment for the transition period. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed number of transition service hours: 32 Proposed number of transition service days: 4 days Are the hours/days in addition to onsite education commitments noted in Section C: No. 4 days included annually. F7. Briefly describe how you will handle accounts already in systematic distribution during a Plan transition? Describe: (100 word limit) During the transition, we’ll notify participants separately regarding their benefit payment if they are already in distribution. Typically, we request that the prior recordkeeper pre-pay any payments due during the transition period to help ensure participants in distribution are not adversely affected by the conversion. We transfer historical records based on the data provided from the prior recordkeeper including data needed for implementation of periodic payments for participants already receiving distributions. F8. Briefly describe your approach to communicating with retired or otherwise separated employees. Describe: (100 word limit) During conversion, non-active plan participants will receive written communications detailing plan changes, along with contact information for any questions or needs. Non- active participants will have access to the same services available to active plan participants and are welcome to attend transition meetings. At your request we could schedule special transition meetings for non-active participants and retirees. F9. Briefly describe how emergency distribution requests will be handled during the blackout. Describe: (100 word limit) Benefits payments cannot be made during the blackout until the asset transfer and/or reconciliation is completed. Any pending benefit payments are processed once the plan is released from blackout. We will communicate all key dates to participants in advance of the blackout to minimize impact. If necessary, we coordinate with the prior recordkeeper to have advance payments sent to retirees if there is any indication that the conversion may affect their payouts. F10. How many days do you anticipate the entire blackout period lasting on your system? How many days in total? Blackout on your system: Five business days Total blackout days: Dependent on prior recordkeeper ATTACHMENT A F11. Briefly describe any transactions that would be prohibited during this period? Describe: (100 word limit) New loans or any distributions from the plan, fund allocation changes and/or fund transfers, deferral updates and beneficiary changes are restricted during a plan’s blackout period. F12. How long will participant assets be out of the market during the transition? Total number of days: Up to one day F13. Are you able to transfer any of the Plan assets/shares in-kind? ☒Yes ☐No F14. Are you able to transfer self-directed brokerage assets? ☒Yes ☐No G. Fees and Expenses Proposal G1. Complete the table below, showing your firm’s proposed annual fee, on a per-participant, fixed dollar fee for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. PER HEAD FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year $128 - 7 year $127 N 10 year $126 N * Willing to offer pricing without guaranteed extended term Empower’s pricing assumes: • 457(b) Assets of $1,894,728 and participants of 46 as stated in the RFP transferring day one. • Open architecture investment platform including utilization of third party stable value fund. • 4 days of education annually If any of our assumptions are incorrect, we reserve the right to modify our pricing. G2. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a per-participant, fixed dollar basis with the use of any such proprietary offerings and state the required product(s) or service(s). PER HEAD FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year $124 - Putnam Stable Value – 25 bps band 7 year $123 N Putnam Stable Value – 25 bps band 10 year $122 N Putnam Stable Value – 25 bps band * Willing to offer pricing without guaranteed extended term Empower’s pricing assumes: • 457(b) Assets of $1,894,728 and participants of 46 as stated in the RFP transferring day one. • Open architecture investment platform including utilization of Putnam Stable Value Fund (25 bps band). • 4 days of education annually ATTACHMENT A If any of our assumptions are incorrect, we reserve the right to modify our pricing. G3. Complete the table below, showing your firm’s proposed annual fee, as a percentage of plan assets, for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. ASSET BASED FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year 0.31% - 7 year 0.307% N 10 year 0.304% N * Willing to offer pricing without guaranteed extended term Empower’s pricing assumes: • 457(b) Assets of $1,894,728 and participants of 46 as stated in the RFP transferring day one. • Open architecture investment platform including utilization of third party stable value fund. • 4 days of education annually If any of our assumptions are incorrect, we reserve the right to modify our pricing. G4. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a percentage of plan asset basis with the use of any such proprietary offerings and state the required product(s) or service(s). ASSET BASED FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year 0.30% - Putnam Stable Value – 25 bps band 7 year 0.297% N Putnam Stable Value – 25 bps band 10 year 0.294% N Putnam Stable Value – 25 bps band * Willing to offer pricing without guaranteed extended term Empower’s pricing assumes: • 457(b) Assets of $1,894,728 and participants of 46 as stated in the RFP transferring day one. • Open architecture investment platform including utilization of Putnam Stable Value Fund (25 bps band). • 4 days of education annually If any of our assumptions are incorrect, we reserve the right to modify our pricing. G5. Would you include the accounts and/or assets invested through the SDBA in the calculation of the revenue requirement provided? (Yes/No) ☐Yes ☒No G6. If the Plan Sponsor uses your Firm’s contract, describe your termination language (at-will versus for cause, required advance notice timing for termination, etc.). Describe: (200 word limit) We have no contract period; however, we do request a 90-day written notice prior to terminating the contract. ATTACHMENT A G7. State which products (General Account, Self-Directed Brokerage, Managed Accounts, etc.) are not subject to your revenue requirement, if any. Describe: (100 word limit) Our revenue requirement is on all assets, unless there was a balance in SDBA accounts which would not be subject to our revenue requirement. If the City would like to look at alterative pricing scenarios that exclude the stable value products, we would be happy to provide an updated quote. G8. Provide a fee schedule for the self-directed brokerage account (SDBA) option. Be sure to include set-up and maintenance fees as well as trading costs. Brokerage Fee Fees Set-up Fee: No plan set up fee Annual Maintenance Fee: $50 Trading Costs Online Broker Assisted Per Stock Trade: $0 $19.99 Per Bond Trade (cost range): N/A $20 Per Mutual Fund Trade (cost range): $25 per buy or sell; $5 per exchange $25 per buy or sell; $5 per exchange G9. Do you receive revenue from the SDBA option? (Yes/No) What revenue do you receive from the SDBA option? ☒Yes ☐No Amount of revenue as a (%) Revenue averages is 3 basis points and is reflected in our pricing model when relevant. G10. Would you include the revenue received for SDBA assets in the revenue calculation? (Yes/No) ☐Yes ☒No G11. If applicable, will your Firm credit all revenue received from assets invested in the SDBA back to the participant accounts associated with the SDBA investment? (Yes/No) ☐Yes ☒No G12. Are you able to apply a Plan Sponsor-imposed administrative fee in addition to your fee? (Yes/No) ☒Yes ☐No G13. Are you able to apply the Plan Sponsor-imposed administrative fee to all assets including self-directed brokerage? (Yes/No) If no, describe the process for billing SDBA assets in this regard. ☒Yes ☐No Describe: (100 word limit) We are able to apply fees directed by the plan sponsor as requested as long as they comply with applicable rules and regulations as expressed within the Plan Document Adoption Agreement. ATTACHMENT A G14. With regard to financial planning, provide a fee schedule for any related services. Fee Schedule: (100 word limit) The annual cost of this service is detailed below. • Online Advice (no fee) • My Total RetirementTM (tiered pricing fee dependent on the participant’s account balance as detailed below) Participant Account Balance My Total Retirement Fee Opt-in* Opt-out** First $100,000 0.65% 0.55% Next $150,000, up to $250,000 0.55% 0.45% Next $150,000, up to $400,000 0.45% 0.35% Amounts greater than $400,000 0.35% 0.25% *With the Opt-In feature, eligible employees must elect to be enrolled in the My Total Retirement service. **With the Opt-Out feature, eligible employees are automatically enrolled in the My Total Retirement service. Participants can choose not to be enrolled in the service. G15. Describe the fee, if any, for providing investment advice, be it through the on-site representative using an online tool, or through the representative using some other program or approach. Describe: (100 word limit) There is no plan-level fee for any of the investment advice services we offer. G16. Are fees for a financial planning service proposed by your Firm assessed to the entire participant population or only to those who use the service? ☐Entire population ☒Those who use it G17. Please provide a fee schedule for your online advice and managed account program. Please also indicate whether or not the revenue for these programs would apply towards any revenue or pricing requirements. MANAGED ACCOUNT ASSET RANGE Opt-in Only Fee Schedule First $100,000 0.65% Next $150,000, up to $250,000 0.55% Next $150,000, up to $400,000 0.45% Amounts greater than $400,000 0.35% % Revenue applied toward recordkeeping fee 0% G18. Provide a list of all other non-asset based, participant-related administration expenses. PARTICIPANT ADMINISTRATION SERVICES Cost of Services ($) Loan set-up: $75 Loan maintenance: $50 annually In-service withdrawals: $50 per request Emergency withdrawals: $50 per request Required minimum distributions: $50 to set up recurring, $25 annually for maintenance QDRO determination: $400 per request ATTACHMENT A PARTICIPANT ADMINISTRATION SERVICES Cost of Services ($) QDRO processing: $75 Stop payment: $25 Replacement 1099-R: $0 Wire transfer/EFT: $40 Disbursements: $50 per request G19. Provide a list of all non-asset based plan sponsor-related administrative expenses. This would include special reporting charges, legal fees, administrative processing fees, communications fees, QDRO administration fees, and plan document preparation fees (including any fees to maintain, update, and/or ensure compliance of such document with the Internal Revenue Code). PLAN SPONSOR ADMINISTRATION SERVICES Cost of Services ($) Plan reporting: $0 Plan document preparation: $0 Plan document maintenance: $0 Identifying population eligible for required minimum distribution: $0 Lost participant/bad address search: $0 Assistance with audits: $0 Custom communications including customization of website: $0 Plan-level fund changes: $0 Participant communication/mailing: $0 G20. Identify all non-asset based participant and plan sponsor service fees not included above. ADDITIONAL SERVICES Cost of Services ($) N/A N/A PERFORMANCE GUARANTEES G21. Complete the following table describing the performance guarantees, if any, you propose. Disclose the dollars you are willing to put at risk for failing to meet the proposed benchmarks. Please be specific. “To Be Determined” is not an acceptable response. SERVICES BENCHMARK AMOUNT AT RISK PHONE Plan sponsor services response time: 99% of the time plan sponsor website will be available 24 hours per day and seven days per week excluding regularly scheduled maintenance. No fees at risk Participant services response time: 80% of participant calls answered within 20 seconds. No fees at risk Return all calls to plan sponsor within: Same day assuming message left before 10:00 a.m. Pacific time; if after 10:00 a.m. Pacific time, call will be returned no later than 11:00 am Pacific time the following business day excluding paid time off (PTO) days of the relationship manager or client service manager. No fees at risk Return all calls to participants within: Average resolution time complex wide will be within five business No fees at risk ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK days participant first call reporting issue assuming timely responses from plan sponsor (excludes death cases, QDRO cases or cases that involve feedback or information from third parties) STATEMENTS Participant statement mail time: Participant statements mailed/made electronically available within 15 business days of quarter-end. Initial quarter following conversion is 20 business days. No fees at risk Sponsor plan statement mail time: No benchmark No fees at risk Participant online statement posting: Participant statements mailed/made electronically available within 15 business days of quarter-end. No fees at risk Sponsor online statement posting: No benchmark No fees at risk PARTICIPANT SERVICES Number of on-site individual meetings: We provide 4 days a year of education. We would defer to the City on how they would like meetings divided between individual, group, and financial planning services. No fees at risk Number of on-site group meetings: See above. No fees at risk Financial planning services: See above. Financial planning services can be arranged via webinar or phone with a CFP per the requests of the participant. No fees at risk Plan participation rate increases: Empower and the City will jointly develop an annual Strategic Communication Plan. The Strategic Communication Plan will be finalized and delivered to the plan sponsor during the annual strategy and service review meeting. No fees at risk Deferral rate increases: No benchmark No fees at risk TRANSITION Timeline: Empower will create a mutually agreed upon transition timeline, typically 90 - 120 days that will outline deadlines that all parties need to meet. No fees at risk Deliverables: Plan conversions are completed within 10 business days following receipt of complete records from the prior vendor. No fees at risk On-site meetings: We will provide 4 days of on-site education during transition, which can be used for either group or No fees at risk ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK individual meetings, whichever the plan sponsor prefers. ADMINISTRATION Contribution posting: 99% of contributions will be posted the same business day if received in good order prior to close of the New York Stock Exchange and the corresponding contribution amounts are received via FTP by Empower in good order the prior business day. No fees at risk Withdrawals processed: 99% of distributions (including loans, rollovers out, and benefit payment distributions) received in good order electronically or via paper will be processed and mailed within two business days after receipt (before market close at Empower’s home office). No fees at risk Emergency withdrawals processed: 99% of requests received in good order electronically or via paper will be processed and mailed within two business days after receipt (before market close at Empower’s home office). No fees at risk Rollovers/transfers out: 99% of rollover distribution requests received in good order electronically or via paper will be processed and mailed within two business days after receipt (before market close at Empower’s home office). No fees at risk Loan processing (if applicable): 99% of loan requests received in good order electronically or via paper will be processed and mailed within two business days after receipt (before market close at Empower’s home office). No fees at risk PLAN SPONSOR SERVICES Report delivery: 99% of the time reports available online - updated monthly and nightly excluding regularly scheduled maintenance No fees at risk Training: Training can be provided annually No fees at risk OVERALL SATISFACTION Draft and distribute survey: No benchmark No fees at risk Satisfaction survey score: No benchmark No fees at risk ATTACHMENT A G22. Will you agree to provide reports to the Plan Sponsor that detail all service performance benchmarks and whether or not they are being met? (Yes/No) If yes, how frequently are the reports available? ☒Yes ☐No Frequency: Annually G23. As it pertains to the performance guarantees referenced above, have you ever had to make payments to any clients for failure to perform on these types of guarantees? (Yes/No) If yes, please state how many times over the last three (3) years such payments have been made. ☒Yes ☐No # of times payments made: Empower has made three payments over the last three years for failure to perform on these types of guarantees. The primary contributing factor when failure has occurred is due to existing market conditions outside of our control causing volume surges. Where failure has occurred, we have met our payout contract obligations. Due to the volume of contracts, the varying of each, and the proprietary aspects of some contracts, we are unable to provide specifics regarding each payout occurring within the last three years. FEE ADMINISTRATION G24. If the final investment line-up selected were to generate some amount of revenue sharing, will you rebate any and all revenue above the contracted amount? (Yes/No) If yes, when or how frequently would this rebate occur (monthly or quarterly)? ☒Yes ☐No Frequency: Monthly G25. If the Plan Sponsor desires to assess participants a Plan Sponsor-imposed asset-based fee to offset Plan administration-related expenses, will your Firm assess this fee on behalf of the Plan Sponsor and return those collected fees to the Plan(s) as they are collected? (Yes/No) If yes, briefly describe, addressing the frequency of the fee and how it would be calculated and assessed. ☒Yes ☐No Describe: (100 word limit) Any appropriate fees can be deducted from participant accounts as a flat fee, a percentage of assets, or both. Fees are also assessed up to specific account balance limits or priced on a tiered basis. Our recordkeeping system does not impose limits on the type of fee or method of collection, subject to any restrictions imposed by the plan and the IRS. We can create and administer a plan expense account (PEA). This account may receive monthly deposits of available revenues, as specified in the service agreement. We then pay plan-authorized expenses from the PEA on a one-time or recurring basis on behalf of the City. G26. What are the Plan Sponsor’s options in terms of the setup of the account to hold such assets, and in what investment may the assets be invested? Does this investment option have to be on the core menu? Account option(s) Determined by the City Investment Choice(s) Determined by the City ATTACHMENT A G27. Does this investment option have to be on the core menu? (Yes/No) ☒Yes ☐No G28. Will your Firm hold onto these assets in the plan/trust? (Yes/No) If yes, briefly describe how the Plan Sponsor would access the assets held in this account? ☒Yes ☐No Describe: (100 word limit) The plan sponsor instructs Empower as to how those assets should be allocated or used. G29. Will you provide an account statement report no less than quarterly for the Plan Sponsor Account? (Yes/No) ☒Yes ☐No G30. Will the statement label all cash flows and dates of each transaction? (Yes/No) ☒Yes ☐No G31. Will your Firm, if directed, apply a hard dollar annual per participant fee cap? (Yes/No) For example: The plan sponsor may wish to assess participants a plan administration fee of 0.10% of assets, but only to a maximum of $150 per year. (Participant with over $150,000 in assets would pay a maximum of $150 and the 0.10% would not be applied to balances greater than $150,000.) ☒Yes ☐No G32. Will your Firm, if directed, credit revenue share from the investment providers towards offsetting any per-participant plan administration fee? (Yes/No) ☒Yes ☐No G33. Will your Firm, if directed, return revenue share from investment providers in a pro-rata fashion directly back to the participants who had invested in those funds each quarter, if so directed by the Plan Sponsor? (Yes/No) For example: Participant A invests in Fund A and Fund B. Fund A generates 0.25% in revenue share annually and Fund B generates 0.15% annually. Participant A holds 0.5% of the Plan’s total investment in Fund A and 0.5% of the Plan’s total investment in Fund B. Each quarter 0.5% of the revenue received or credited from Fund A would be reimbursed into Participant A’s account and 0.5% of revenue from Fund B would be reimbursed into Participant A’s account. Other participants with different proportionate shares of the Plan’s total investments in Fund A and Fund B would receive different reimbursements in accordance with their proportional share of those funds. ☐Yes ☒No G34. Will your Firm apply different revenue share rebate credits and/or administrative fee offsets at the participant level as applicable to each fund? (Yes/No) For example: A participant invests in Fund A, Fund B and Fund C. Fund A generates 0.25% in revenue share annually, Fund B generates 0.10% annually and Fund C generates no revenue sharing. The plan sponsor has elected to assess all participants a 0.10% administrative fee annually that can be partially or fully offset by any fund revenue sharing. Accordingly, participant assets that are invested in Fund A that shares 0.25% would receive an account credit of 0.15% based on the assets in Fund A; participants in Fund B would receive no credit and no applicable administrative charge assessed to the assets in Fund B; and participants in Fund C would be charged the full 0.10% on the assets invested in Fund C. ☒Yes ☐No ATTACHMENT A G35. As a requirement to contract with the Plan Sponsor, will you commit in writing to specifically disclosing all revenues received from the investment options and services you offer to the Plan Sponsor? (Yes/No) ☒Yes ☐No G36. The Plan Sponsor may be exploring different fee collection models from participant accounts. Is your Firm able to implement a hybrid model where fees are collected on both a per-head fee and an asset-based fee? (Yes/No) ☒Yes ☐No G37. Is your Firm able to implement a minimum fee cap where smaller accounts do not pay an additional administrative tack-on fee? (Yes/No) ☒Yes ☐No G38. Is your Firm able to implement a maximum fee cap where larger accounts do not pay an additional administrative tack-on fee once they hit a breakpoint? (Yes/No) ☒Yes ☐No G39. Will your firm provide a Plan Sponsor Admin Account report detailing all transactions as frequent as monthly and no less than quarterly? (Yes/No) ☒Yes ☐No G40. Will your firm provide a description of each transaction in the Plan Sponsor Admin Account report? (Yes/No) ☒Yes ☐No ATTACHMENT A H. REFERENCES Current Governmental Client References Provide the following information for four (4) governmental employers with plan assets of less than $25 million for which your Firm presently provides 457 Plan record keeping and plan administration services. Select a contact person for each plan who has managerial/committee member responsibilities associated with the plan. Client name: Cordillera Metropolitan District Client name: Willows Water District Contact name & title: Claudia Wells Contact name & title: Deb Pilon Contact phone number: 970-569-6265 Contact phone number: 303-770-8625 x 15 E-mail address: cwells@cordillerametro.org E-mail address: dpilon@willowswater.org Plan inception date: 9/28/2018 Plan inception date: 3/30/2018 Total plan assets: $5,183,203 Total plan assets: $785,251 Client name: Arapahoe County Water and Wastewater Authority Client name: Western Municipal Water District of Riverside County Contact name & title: Daniela Soare Contact name & title: Pam Davis, Human Resources Analys II Contact phone number: 720-645-1419 Contact phone number: 951-571-7213 E-mail address: dsoare@acwwa.com E-mail address: pdavis@wmwd.com Plan inception date: 6/30/2016 Plan inception date: 6/30/2017 Total plan assets: $7,613,890 Total plan assets: $9,465,342 Former/Terminated Client References Provide the following information for four (4) governmental employers for which your Firm has, in the last five years (but does not presently), provided 457 Plan record keeping and plan administration services. Provide a contact person who has/had managerial/committee member responsibilities associated with the plan. Client name: Virginia Port Authority/Virginia International Terminals, VA Client name: Metropolitan Pier and Exposition Authority, IL Contact name & title: Chris D'Surney, Director of Human Resource Contact name & title: Gloria Juarbe Contact phone number: 757-440-7156 Contact phone number: 312-791-6176 E-mail address: cdsurney@portofvirginia.com E-mail address: gjuarbe@mpea.com Plan inception date: 1998 Plan inception date: 2012 Total plan assets: $51 Million Total plan assets: $27 Million Client name: Lakewood Housing Authority, CO Client name: County of San Luis Obispo, CA Contact name & title: Kim Buehler, Chief Administrative Officer Contact name & title: Andrea Paley, Retirement Specialist Contact phone number: 303-987-7808 Contact phone number: 805-781-5465 E-mail address: kimbue@mwhsolutions.org E-mail address: apaley@co.slo.ca.us Plan inception date: 2008 Plan inception date: 1993 Total plan assets: $5.9 Million Total plan assets: $158 Million ATTACHMENT A Transition References Provide the following information for four (4) governmental 457 plans with plan assets of less than $25 million each, for which you have performed an incoming plan asset and participant date transition within the past three years. Select a contact person at each client that was directly involved with the transition process. Client name: Cordillera Metropolitan District Client name: Willows Water District Contact name & title: Claudia Wells Contact name & title: Deb Pilon Contact phone number: 970-569-6265 Contact phone number: 303-770-8625 x 15 E-mail address: cwells@cordillerametro.org E-mail address: dpilon@willowswater.org Plan inception date: 9/28/2018 Plan inception date: 3/30/2018 Total plan assets: $5,183,203 Total plan assets: $785,251 Client name: Arapahoe County Water and Wastewater Authority Client name: Western Municipal Water District of Riverside County Contact name & title: Daniela Soare Contact name & title: Pam Davis, Human Resources Analys II Contact phone number: 720-645-1419 Contact phone number: 951-571-7213 E-mail address: dsoare@acwwa.com E-mail address: pdavis@wmwd.com Plan inception date: 6/30/2016 Plan inception date: 6/30/2017 Total plan assets: $7,613,890 Total plan assets: $9,465,342 ATTACHMENT A Section 4ATTACHMENT A MINIMUM QUALIFICATIONS: The City requires each Proposing Firm responding to this RFP to certify that it meets or agrees to the following criteria: 1. The Proposing Firm must have a minimum of five (5) years of experience administering governmental Section 457 deferred compensation plans and must currently provide sole -provider administration to a minimum of five (5) Section 457 deferred compensation retirement plans with an asset size of less than $25 million. Agreed. 2. Any contract must stipulate that there will be no front -end charges and/or no back-end charges. In addition, there will be no restrictions or penalties associated with any Plan - or participant -initiated transfers or withdrawals (including contract termination), with the exception of capital preservation (stable value and/or Fixed or General Account) equity wash and/or put provisions, and/or mutual fund specific short-term trading fees. Agreed. 3. The Proposing Firm must accurately and fully disclose all fund expense and revenue sharing arrangements associated with all funds being offered within the Plan. Fixed or General Account products will not be excluded from this requirement. Proposing Firms offering such products must provide an accurate assessment of product expenses and revenue remitted to the Proposing Firm. Agreed. 4. The Proposing Firm must accurately and fully disclose all expenses and revenue associated with any service made available under the Plan. This includes services such as platform fees, managed accounts, investment advice, financial planning and/or self-directed brokerage accounts. Agreed. 5. The Proposing Firm must agree, under contract, not to sell and/or promote products not directly affiliated with the Plan unless given specific, written authorization by the City to do so. Agreed. 6. Upon award of the contract, the selected Proposing Firm must be duly qualified to do business in the State of California and the City of Temple City. Agr eed. 7. The organization must be able to offer a self-directed brokerage option. Agreed. 8. The proposing Firm must be able to transition and continue administration of existing Plan loans, should the need arise. Agreed. 9. The Proposing Firm must be willing to have representatives attend City meetings in person as requested (no more than once per year). Agreed. 10. The Proposing Firm must have knowledge of and comply with all applicable County, State of California and federal regulations regarding governme ntal retirement plans and investment options. All applicable laws of the City and the State of California, whether substantive or procedural, shall apply to this contract, and all statutory, charter, and ordinance provisions that are applicable to City con tracts shall be followed with respect to this contract. Agreed. ICMA -RC has knowledge of, and administers plans in accordance with, the applicable federal laws and regulations governing the governmental retirement plans and investment options we make avail able, and we ATTACHMENT A work with our many California clients to comply with applicable California state and local laws, statutes, ordinances, rules and regulations regarding the governmental retirement plans and investment options ICMA- RC makes available. 11. The te rms outlined throughout this RFP process (within your response and any enhancements thereafter) must remain in place through negotiations and be part of the final contract unless specifically waived by the City in writing. Agreed. VI. QUESTIONNAIRE A. FI RM STRENGTH, EXPERIENCE AND QUALIFICATIONS A1. Provide a single main contact for all matters related to this RFP. Name: Dayla Cabeza de Vaca Title: Vice President, Core Markets, West Region Address: 777 North Capitol Street NE City, State: Washington, DC 20002 Phone: 202 329-0623 E-mail: daylacdv@icmarc.org A2. Complete the chart indicating the year you were founded and began offering administration services: Firm was founded: 1972 457 public sector plans: 1985 401 public plans: 1972 Healthcare trusts: 2000 (year implemented Retirement Health Savings plans) A3. Complete the chart describing your business. Public or privately held: Privately held Parent location: Not applicable Business structure: Non-stock, non-profit corporation Parent company name: Not applicable Number of subsidiaries: 4 A4. Complete the following chart showing total company revenue and retirement plan services revenue. Year Total Company Revenue ($) Retirement Plan Services Revenue ($) 2019 $244M $244M 2018 $240M $240M 2017 $234M $234M 2016 $217M $217M A5. List your insurance policies and limits applicable to the solicitation. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omissions Up to $35 million limit per claim and subject to a $35 million aggregate limit $1,000,000 CHUBB Group -Federal Insurance Co / Travelers - St. Paul Fire & Marine Insurance Co / Axis ATTACHMENT A Insurance Co/ Arch Insurance Co. /Hartford-Berkley Directors & Officers $50,000,000 $250,000 CHUBB / Travelers / Hartford/Berkley/Zurich General Liability $1,000,000 $0 Chubb Financial Instl. Bond Up to $50 million limit per claim and subject to a $50 million aggregate limit. $250,000 Great American Insurance Company / Berkley Regional Insurance Company Cyber Security $25,000,000 $50,000 Chubb- Ace American Insurance Co/Axis Insurance Co/CNA – Continental Casualty Co/Travelers Casualty & Surety Co of America/Berkley Assurance Co Workman Comp $1,000,000 $0 Chubb Auto $1,000,000 $0 Chubb A6. As of the RFP issue date, were there any discussions or pending agreements to purchase another organization, or to sell or merge any part of your organization? Any ownership changes in the last 5 years? (Yes/No) If yes, explain. Yes/No Year Brief Description (50 word limit per line) Purchase: No N/A Like many in the recordkeeping industry, from time to time, ICMA -RC engages in discussions to purchase and/or sell assets, but there is no pending sale or purchase at this time. Merge: No N/A Like many in the recordkeeping industry, from time to time, ICMA -RC engages in discussions to purchase and/or sell assets, but there is no pending sale or purchase at this time. Sell: No N/A Like many in the recordkeeping industry, from time to time, ICMA -RC engages in discussions to purchase and/or sell assets, but there is no pending sale or purchase at this time. Ownership Changes: No N/A A7. Has your organization ever filed for bankruptcy or otherwise become insolvent? (Yes/No) Yes/No Date Bankruptcy No N/A Insolvent No N/A A8. If your organization or parent company has a credit rating, provide your ratings from the organizations listed below. For insurance companies, include the financial strength rating, as well as your counterparty credit rating. If rated by some other service, provide the organization name and rating. If your company and/or subsidiary unit is rated by an outside agency, provide only the most recent rating agency report and label it Exhibit 1. Rating Organization Financial Rating Financial Strength Rating Counterparty Credit Rating Date of Last Rating Fitch: N/A N/A N/A N/A Moody’s: N/A N/A N/A N/A S&P: N/A N/A N/A N/A ATTACHMENT A Other: As a non-profit, non-stock corporation, ICMA -RC is not rated by rating agencies. A9. Provide the following key financial information for your company for their last two calendar or fiscal year end: FINANCIAL METRICS 2019 2018 Total Revenue: $244M $240M Net Income: -$10.3M* -$2.5M* Current Ratio: 7.7 $7.2 Quick Ratio: 7.5 $6.9 Debt to Equity Ratio: N/A N/A *from core operations A10. State whether the Proposing Firm is currently involved in any litigation, threatened litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition, unpaid judgments or other action that could have an adverse impact on your ability to provide the required needs as outlined in this RFP. (Yes/No) If yes, please describe the nature of the item and its potential impact on the Firm’s operations. No. Case and Number: State Venue Year Filed Civil/Criminal Litigation Amount Status (pending/settled/closed) Investigation(s) Brief Description (limit 100 words) N/A To our knowledge, there are no current investigations of our firm by any regulatory agency. Other(s) Brief Description (limit 100 words) N/A N/A A11. Has your parent company, organization or any of your local service representatives assigned to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. No. Company/Individual Name(s) Year Regulatory Agency Violation A12. Has any subcontractor that would be part of the service delivery to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. No. ICMA -RC understands subcontractor to refer to an arrangement with a third party retained to provide custom services unique to the City. Company/Individual Name(s) Year Regulatory Agency Violation ATTACHMENT A A13. Complete the following table with total number of employees represented by each: TOTAL NUMBER OF EMPLOYEES (#) 2019 2018 2017 2016 2015 Firm employees: 892 873 865 849 841 Working on DC plans: 883 865 859 848 841 Solely serving public sector plans: 883 865 859 848 841 A14. Complete the following table regarding plan usage for each: Total assets invested in the Firm’s proprietary investment products by DC plans for which you provide recordkeeping: $36 billion Total assets invested in non-proprietary investment products within DC plans for which you record keep: $24.1 billion Total assets invested in the Firm’s Managed Account Program: $3.7 billion % of governmental plans using managed accounts: 65.2% % of governmental participants using managed accounts: 3.9% Average govt. participant utilization rate as a % for those plans offering Managed Accounts: 10.13% *All data provided as of December 31, 2019. A15. Complete the following tables for Public Sector retirement plan clients you recordkept: TOTAL ASSETS ($) 2019 2018 2017 2016 2015 All Defined Contribution $58.4 billion $49.2 billion $52.1 billion $48.5 billion $57.5 billion 457 $40.8 billion $34.5 billion $36.2 billion $34.9 billion $33.8 billion 401(a) $12.4 billion $10.5 billion $11.5 billion $9.9 billion $20.3 billion 401(k) $1.5 billion $1.2 billion $1.3 billion $1.1 billion $1.1 billion PST plans $148 million $142 million $144 million $68 million $66 million Healthcare Trusts $1.9 billion $1.2 billion $1.3 billion $1.1 billion $955 million TOTAL PARTICIPANTS (#) 2019 2018 2017 2016 2015 All Defined Contribution 1,483,556 1,421,466 1,368,667 1,261,600 1,414,395 457 802,846 700,260 681,716 665,563 657,906 401(a) 450,040 423,172 391,932 360,706 529,260 401(k) 17,476 16,949 16,760 16,715 19,736 PST plans 83,594 79,890 79,592 33,429 34,455 Healthcare Trusts 147,952 139,718 140,793 131,395 122,359 A16. Complete the following tables for Public Sector 457 DC retirement plan participants you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole - Provider Plans Under 150 participants: 3,942 $6,969,172,983 2,634 150 to 500 participants: 544 $10,061,237,896 241 501 to 2,500 participants: 181 $11,775,671,300 69 2,501 to 5,000 participants: 17 $3,875,908,486 5 5,001 to 10,000 participants: 4 $2,243,904,124 0 Over 10,000 participants: 5 $5,925,786,351 3 TOTAL 4,693 $40,851,681,140 2,952 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans ATTACHMENT A Under $10 million: 4,018 $6,626,851,192 2,705 $10 million to $100 million: 615 $16,882,489,075 231 $101 million to $200 million: 35 $4,564,240,269 8 $201 million to $500 million: 19 $5,125,080,245 6 Over $500 million: 6 $7,653,020,360 2 TOTAL 4,693 $40,851,681,141 2,952 A17. Complete the following tables for Public Sector 401(a) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole - Provider Plans Under 150 participants: 1,894 $3,554,781,342 1,807 150 to 500 participants: 189 $3,334,519,147 170 501 to 2,500 participants: 46 $2,078,555,669 38 2,501 to 5,000 participants: 4 $365,490,381 3 5,001 to 10,000 participants: 1 $354,904,142 0 Over 10,000 participants: 4 $2,791,888,907 3 TOTAL 2,138 $12,480,139,588 2,021 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 1,830 $2,845,219,227 1,830 $10 million to $100 million: 206 $5,305,352,348 185 $101 million to $200 million: 5 $724,049,900 2 $201 million to $500 million: 4 $1,269,535,012 2 Over $500 million: 3 $2,335,983,102 2 TOTAL 2,138 $12,480,139,589 2,021 A18. Complete the following tables for Public Sector 401(k) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole - Provider Plans Under 150 participants: 26 $85,489,645 21 150 to 500 participants: 9 $262,909,143 7 501 to 2,500 participants: 6 $730,254,739 3 2,501 to 5,000 participants: 2 $490,419,710 2 5,001 to 10,000 participants: 0 0 0 Over 10,000 participants: 0 0 0 TOTAL 43 $1,569,073,237 33 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 27 $93,474,820 22 $10 million to $100 million: 12 $485,611,239 7 $101 million to $200 million: 0 $0 0 $201 million to $500 million: 4 $989,987,177 4 Over $500 million: 0 $0 0 TOTAL 43 $1,569,073,236 33 A19. Complete the following tables for Public Sector Healthcare Trusts you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 100 participants: 1,268 $364,308,885 1,268 ATTACHMENT A 101 to 250 participants: 130 $238,237,014 130 251 to 500 participants: 47 $203,223,660 47 501 to 1,000 participants: 38 $257,218,169 38 1,001 to 5,000 participants: 21 $412,439,229 21 Over 5,000 participants: 1 $125,029,049 1 TOTAL 1,505 $1,600,456,006 1,505 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $5 million: 1,446 $706,175,060 1,446 $5 million to $10 million: 37 $254,436,607 37 $10 million to $50 million: 20 $368,234,019 20 $50 million to $100 million: 0 $0 0 Over $100 million: 2 $271,610,320 2 TOTAL 1,505 $1,600,456,006 1,505 A20. Complete the following table regarding the number of public sector defined contribution retirement plans (irrespective of entity type) you have won/lost. This response should include cases in which you elected not to re -bid and should not include cases in which you were retained with no meaningful growth in assets upon retention. Clients Won 2019 2018 2017 2016 2015 2014 Under $20 million: 128 84 95 97 73 108 $20 million to $100 million: 7 5 2 2 0 5 $101 million to $200 million: 1 0 0 0 0 0 $201 million to $500 million: 0 1 0 0 0 2 Over $500 million: 0 0 0 0 2 1 Total 136 90 97 99 75 116 Clients Lost 2019 2018 2017 2016 2015 2014 Under $20 million: 75 59 68 51 47 21 $20 million to $100 million: 10 7 7 4 6 1 $101 million to $200 million: 0 1 0 2 0 2 $201 million to $500 million: 1 0 2 2 1 0 Over $500 million: 0 1 2 5 0 0 Total 86 68 79 64 54 24 A21. Does your organization have any affiliations with, or endorsements from, any public or private organizations and/or industry groups, etc.? (Yes/No) If yes, describe the relationship, and include a description of whether or not it is a monetary relationship. Organization Name Monetary Relationship (Y/N) Amount of Contribution Length of Relationship ICMA Y In 2019, under license agreement, ICMA -RC paid approximately $3 million directly to ICMA’s corporate account. ICMA -RC maintains a license agreement with the International City/County Management Association (ICMA) that allows ICMA -RC to use the association’s name as part of the ICMA -RC 48 years ATTACHMENT A corporate name and in connection with the core activities of offering retirement plans, products, and services to state and local governmental employers and their employees. B. RECORD KEEPING, CYBER SECURITY AND CUSTODY RECORD KEEPING: B1. Complete the table below regarding your recordkeeping system: Response Is your recordkeeping system proprietary? (Yes/No): No Used since: 1994 Number of participants on the system: 1.5 million Number of plans on the system: 9,800+ Is the system server-based or mainframe-based? Both Data as of March 31, 2020. B2. Provide a copy of the Firm’s SOC 1 and SOC 2 audit reports. Include copies in the Exhibit Folder and label it Exhibit 2. Copies of SOC1 and SOC2 are provided in the Exhibit Folder as Exhibit 2. B3. Provide control objective results from your most recent system audit, including number of exceptions or deviations noted. Include a copy in the Exhibit Folder and label it Exhibit 3. There were no deviations note d in the 2019 SSAE 18 SOC1 report. Please see our control objective results in Exhibit 3 . B4. Will you provide access, with reasonable notice, to parties authorized by the Plan Sponsor for the purpose of performing any audit or reviews that are deemed necessary?  Yes ☐ No B5. Are there particular file formats that must be utilized when submitting payroll contributions and loan deduction data to your Firm? List the formats.  Yes ☐ No File Format Options Payroll data is sent electronically through our secure plan sponsor website, which allows employers to download payroll data directly from their payroll systems into ICMA -RC’s recordkeeping system or can be sent by Secure File Transfer Protocol (SFTP). B6. What is the daily deadline time in the Plan Sponsor’s time zone for you to receive the contribution file and funds and complete the investment of those contributions into the appropriate fund(s)? Daily time deadline 1:00 p.m. Pacific Time B7. As it relates to your record keeping system, what is the timeframe for participants to report errors after discovery? ATTACHMENT A # of days to report error There is no time limit for reporting errors as long as a participant reports the error promptly after becoming aware of it and does not intentionally seek market advantage by delaying the reporting of the error. B8. Will you agree to make participants and/or the Plan(s) whole for any and all record keeping and/or administrative errors within your control and is there any limit? (Yes/No) Make participants/Plan whole for errors (Y/N) Y Dollar limit No dollar limit. Time limit There is no time limit for reporting errors, as long as a participant reports the error promptly after becoming aware of it and does not intentio nally seek market advantage by delaying the reporting of the error. B9. Can your Firm tier the investment menu (meaning break up the core menu into sections with asset allocation funds in one tier and the core menu in another) on paper forms? (Yes/No) On the website/mobile? (Yes/No) Paper forms:  Yes ☐ No Website/mobile:  Yes ☐ No B10. Does your Firm offer a Roth 457 account deferral feature? (Yes/No)  Yes ☐ No B11. Does your Firm offer a Roth 457 in-service account conversion feature? (Yes/No)  Yes ☐ No B12. If a participant is contributing to both traditional pre -tax and Roth after -tax, can they choose a different investment allocation for each (traditional versus Roth)? (Yes/No)  Yes ☐ No B13. Does your self-directed option allow participants a traditional or ROTH account choice?  Yes ☐ No B14. Does your self-directed option allow participant to have a traditional and ROTH account concurrently?  Yes ☐ No B15. Do your participant statements show pre-tax and Roth after -tax contributions separately so participants can track these investments separately?  Yes ☐ No B16. Is your Firm able to process salary deferrals in the form of both percentages and dollar amounts?  Yes ☐ No B17. Is your Firm able to move to paperless enrollment? (Yes/No) If yes, please briefly describe the process and what would be required of the Plan Sponsor.  Yes ☐ No ATTACHMENT A Description: (100 word limit) Employees may choose between "Express" or "Comprehensive" enrollment types online. An employee visits www.icmarc.org to activate the account and set up a deferral amount, which is recorded and sent back to the City via file feed for set -up of the payroll deduction. Employees may also enroll through the ICMA-RC mobile app. ICMA -RC provides a link that can b e incorporated into your Intranet site or emailed directly to new employees. Via this address, participants may enroll directly online or by calling a Participant Services Representative. The City would then be able to access all enrollments electronically through our EZLink system. B18. Is your Firm able to move to paperless statements? (Yes/No) If yes, please briefly describe the process and what would be required of the participant(s).  Yes ☐ No Description: (100 word limit) All quarterly participant statements are made available electronically within 12 business days following the end of the quarter, and participants receive notification when new statements become available online. Participants simply log in to their accounts online to view their statements at their convenience. While ICMA -RC’s default setting is to have statements e -delivered to participants with email addresses, participants can always elect to receive statements and confirmation notices by mail and/or electronically. B19. Could paperless statements be a default se tting? (Yes/No)  Yes ☐ No CYBER SECURITY: B20. Briefly describe your data security process. Include a brief description of how access to participant data (current and archived) is controlled and monitored (i.e., who specifically can view participant account data, who can print this data, who can remove this data from your facility either on a laptop, flash drive, CD or as a printed report). Description: (300 word limit) ICMA RC has a suite of security policies governing all levels of interaction with ICMA RC’s data and information systems. Among these policies most specific to data security, ICMA -RC’s Acceptable Use Policy provides guidance for how ICMA RC expects its associates to interact with its technology and handle its data. ICMA -RC’s Data Classification Policy provides guidance on how classifying all data residing on ICMA RC’s information systems, including who is responsible for classifying data, as well as who is responsible for ensuring commensurate controls are in place based on that classification, specific handling and storage guidance, and other access restrictions. Additionally, ICMA -RC’s Third-Party Cybersecurity Policy has very specific security requirements to which its associates must adhere when establishing and managing third -party (i.e., technology vendor) relationships. The IC MA-RC Third-Party Cybersecurity Policy conveys these requirements, including appropriate security programs and procedures a third party must have before they are approved to handle ICMA RC data, as well as technical requirements/capabilities to which third parties must attest before ICMA RC will consider them viable. Other ICMA -RC policies dictate encryption, data storage sanitization, remote access, network security, and a host of other requirements, all ultimately strengthening the Corporation’s data ATTACHMENT A security governance. All ICMA -RC security policies are reviewed at least annually and updated as needed to ensure currency. B21. How often are your systems backed-up? Frequency of back-ups Daily B22. Are your systems backed-up offsite and if so where are the location(s)?  Yes ☐ No Location 1: Maryland Location 2: Virginia Location 3: Missouri Location 4: Pennsylvania B23. Do you encrypt data in storage and transit? What type of data is encrypted?  Yes ☐ No Type of data encrypted: (100 word limit) ICMA -RC encrypts all personal data in storage (at rest) and in external transmission using strong encryption algorithms. B24. How many system security breaches has your organization experienced in the last three years? How many were under the current system? Number of breaches in 3 years ICMA -RC is not aware of any breaches to our system. Number on current system 0 B25. Which external vendors and business partners for this procurement would you share participant information with? Describe: (100 word limit) Two external vendors. Vendor names are not shared in this format. B26. What participant information do you share with external vendors or business partners? Describe: (100 word limit) We restrict access to sensitive participant information to those with a need to know such information. For any vendor, contractor and other External Party (collectively "Vendors") relationship that has a need or potential need for access to sensitive information, including PII (Personally Identifiable Information), a Non -Disclosure Agreement (“NDA”) will be executed between the Vendor and ICMA-RC. The NDA details the vendor and contractor responsibility to protect ICMA -RC’s private and sensitive information and the remedies available to ICMA -RC in the case of any breach of the NDA. B27. How frequently is the security of your data audited? State the d ate of the most recent verification and the party that performed it and provide a summary of the assessment outcome. Frequency of audit At least annually (internally and externally) Date of last audit Q4 2019 Summary: (100 word limit) ICMA-RC contracts with reputable third parties for security reviews throughout the year. External vulnerability scans performed on Internet-facing applications and ATTACHMENT A network infrastructure quarterly; semi-annual penetration tests performed on Internet-facing applications; continuous penetration tests performed on network infrastructure; triennial enterprise security assessment and annual SOC 1 and SOC 2 audits also conducted. Processes to document, review, and resolve threats based on risk assessment. The most recent assessment was quarterly vulnerability scan completed Q 2 2020. Last annual audit completed late 2019. Internal Audit department performs application and other system-related audits annually. Audit results are provided directly to our board of directors. B28. What account security features do you offer to protect participant accounts? Multi-factor log-in (yes/no) Yes Unique (non-SS#) login (yes/no) Yes Frequency of password changes Yes Minimum Password length Yes B29. If a participant account is breached, do you provide third party account monitoring services? Who is the vendor? What is the length of the service offered? Do you provide third party service (Yes/No) Yes Which vendor Experian Consumer Direct Breach Response Management Length of service One year B30. What is your firm’s policy for reimbursing participants who have lost assets from their plan accounts due to cyber-security events (hacking, etc.) and/or fraudulent activity? Describe any limits on losses that may apply at the Participant or Plan level. Limit your response to 100 words. Policy: (100 word limit) Among the tools ICMA -RC has in place to help achieve this goal is the ICMA -RC security guarantee. Under this guarantee, ICMA-RC will reimburse participants for losses from their ICMA -RC accounts that are the result of unauthorized activity through no fault of their own. All ICMA -RC administered accounts are covered under the ICMA -RC security guarantee. In the event of an error made by ICMA -RC and, as a direct result, a loss is incurred by the participant (or a gain is not received), we will adjust the account retroactively. We will then correct the transaction and the account will be made whole. CUSTODY: B31. Who would provide trustee/custodial services to the Plan? What is the length of your relations with the trustee/custodial service provider? Provider name At the plan sponsor’s request, Matrix Trust Company can provide passive - directed trustee and custodial services. Length of relationship ICMA -RC has maintained a relationship with Matrix Trust Company’s parent company, Broadridge, since 2007 and ICMA-RC has been working directly with Matrix Trust Company since 2015. B32. Provide a listing of the custodian’s insurance cover age in the specific categories provided in the table below. POLICY TYPE Policy Limit Deductible Underwriter ATTACHMENT A Errors & Omission $10,000,000 N/A ACE American Insurance Company Directors & Officers $10,000,000 N/A ACE American Insurance Company General Liability $1,000,000 N/A Liberty Mutual Fire Insurance Company Financial Instl. Bond $10,000,000 N/A Beazley Insurance Company, Inc. Cyber Security $10,000,000 N/A ACE American Insurance Company Workman Comp Statutory limits & $1,000,000 each accident/disease N/A Liberty Insurance Company Auto $1,000,000 N/A Liberty Mutual Fire Insurance Company Other(s) Excess/Umbrella Liability - $5,000,000 excess over the General Liability, Automobile Liability and Employers Liability N/A The Travelers Indemnity Company C. PARTICIPANT SERVICES ON-LINE ADVICE / MANAGED ACCOUNT SERVICES: C1. If requested, will your Firm offer an on -line advice and/or managed account service to the Plan Sponsor’s participants? (Yes/No) If yes, complete the table below. Yes. Data as of March 31, 2020. On-line Advice Service Managed Account Service Service provider: Morningstar Investment Management LLC Morningstar Investment Management LLC Name of service: Guided Pathways® Advisory Services Guided Pathways® Advisory Services Used since: ICMA -RC has provided online investment advice to participants through various vendors1 since 2000 2007 Total number of public sector participants utilizing service: 627 50,342 Total number of public sector plans utilizing service: 6,771 4,519 Total amount of public sector assets in the service: $97.7 million $3.3 billion 1 Online advice vendors used since 2000: S&P (May 2000 – January 2002); mPower (January 2002 to February 2005); Morningstar (February 2005 to 2007). Ibbotson replaced Morningstar as our investment advice provider on March 31, 2007. Ibbotson was merged into Morningstar Investment Management LLC as of January 1, 2016. ATTACHMENT A Average participant utilization rate per plan: Less than 1% 10.14% C2. Could the Plan Sponsor choose to exclude the managed account service and offer only online advice? ☑ Yes ☐ No C3. Can your Firm offer managed accounts only to retirees and separated participants? ☑ Yes ☐ No C4. Does your firm provide a managed account ser vice that is specifically designed for retirees, including those who are taking distributions? ☑ Yes ☐ No C5. Does the distribution model used in the managed account service allow for distributions to be paid from a specific investment option (i.e., Stable Value)? ☑ Yes ☐ No C6. Will the representative(s) assigned to serve the Plan Sponsor’s participants provide counseling that includes using the on-line investment advice tool to help participants select an appropriate investment allocation? ☑ Yes ☐ No Your Retirement Plans Specialists can assist interested participants in the navigation of the online investment advice tool, Guided Pathways® Advisory Services1, answer questions, and perform data entry. Your Retirement Plans Specialists can meet with participants individually to discuss the findings presented and provide guidance on implementing an action plan based on those findings. C7. Will your Firm, or the investment advice provider that you are partnered with, assume fiduciary responsibility for the investment advice given to participants? ☑ Yes ☐ No To the extent it is determined that ICMA -RC exercises discretion regarding the administrative services or plan related products made available to the City, ICMA -RC accepts fiduciary responsibility for those activities and related products. ICMA -RC is the registered investment adviser for the Guided Pathways ® Advisory Services2 program offered to participants. As part of Guided Pathways ® Advisory Services, ICMA -RC has a contract with Morningstar Investment Management LLC ("Morningstar Investment Management"), an SEC -registered investment adviser, 1 Investment advice and analysis tools are offered to participants through ICMA -RC, a federally registered investment adviser. Investment advice is the result of methodologies developed, maintained and overseen by the Independent Financial Expert, Morningst ar Investment Management LLC. Morningstar Investment Management LLC is a registered investment advisor and subsidiary of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment Management LLC are not affiliated with ICMA -RC. All rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc. 2 Investment advice and analysis tools are offered to participants through ICMA -RC, a federally registered investment adviser. Investment advice is the result of methodologies developed, maintained and overseen by the Independent Financial Expert, Morningstar Investment Management LLC. Morningstar Investment Management LLC is a registered investment advisor and subsidiary of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment M anagement LLC are not affiliated with ICMA-RC. All rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc. ATTACHMENT A and a subsidiary of Morningstar, Inc. under which Morningstar Investment Management serves as the Independent Financial Expert. C8. If your Firm will partner w ith another firm to provide investment advice, internet-based or otherwise, will the Plan Sponsor be required to contract separately with that firm? ☐ Yes ☑ No COMMUNICATION AND EDUCATION: C9. Will your Firm provide online investment advice with assistance provided by your on-site participant service representative(s)? For example, the on-site participant service representative would be expected to explain the online advice tool to the participant, perform the data entry, and generate and explain the output of the service in a one -on-one meeting.  Yes ☐ No Number of annual meetings 32 Total hours 16 Are hours inclusive or exclusive to the participant education hours proposed Inclusive C10. If applicable, what certifications, licenses and training are the individuals who provide participant investment advice required to obtain (e.g. Series, 7, 63, 65, insurance licenses, etc.)? Please only state required certifications and distinguish between local (on-site) participant representatives and home office (call center) participant representatives. Not applicable. Individuals do not provide investment advice. On-Site (Y/N) Call Center (Y/N) FINRA Series 7 FINRA Series 63 FINRA Series 65 CFP CFA Other(s) C11. Do any of these individuals assigned to this procurement have any U -4s or Disclosure Events listed with FINRA? ☐ Yes ☐ No Not applicable. C12. Will you offer participants comprehensive financial planning services?  Yes ☐ No C13. If yes, will you offer participants comprehensive financial planning services through a Certified Financial Planner?  Yes ☐ No C14. Do any of the individuals who provide financial planning services have any U -4s or Disclosure Events listed with FINRA? ☐ Yes  No ATTACHMENT A C15. Are you proposing any financial planning service day(s) as part of your bid? ICMA -RC has expanded our CFP offering to provide our financial planning services to more participants with virtual availability of our CFP professionals instead of limited on -site appointments, allowing us to better meet participants’ needs while continuing to work with Plan Sponsors to focus on increased plan participation and asset retention. To ensure participants are aware of these valuable CFP services, we have implemented ongoing, proactive outreach through digital marketing campaigns, allowing participants to quickly and easily sign up for appointments and webinars to take advantage of our financial planning services. Number of annual meetings Total hours Are hours inclusive or exclusive to the participant education hours proposed C16. How many on-site service representatives are being proposed for servicing this Plan Sponsor? Number of on-site service representative(s) 1 C17. Describe the physical and personnel resources you will either provide to or need from the Plan Sponsor for on-site services such as office space, conference rooms and clerical/administrative support for meeting arrangements as relevant to the services provided. Onsite resources: (100 word limit) All ICMA -RC on-site representatives are equipped with laptops, tablets, mobile phones, and other forms of communications technology that provide the tools needed to make dynamic presentations and allow for online and mobile enrollments. As a result, the burden on the City’s resources will be minimal; at most, we will need assistance in reserving conference room space for group education meetings. Our stated goal is to take away as much of the administrative burden from City staff as possible. C18. Complete the following for the primary service representative that would be assigned to the Plan Sponsor to directly interact with participants. Representative #1 Representative #2 Name: Penny Abbott, Retirement Plans Specialist Years at Firm: 33 Years in industry: 33 Location (City, State): Los Angeles, California Total number of client accounts serviced: 12 Total assets serviced: $818.5 million Total number of participants serviced: 13,700 Highest Academic degree Achieved: B.A. Professional Credential(s): None FINRA/Insurance License(s): Registered Representative Life Insurance license, California Typical work schedule (days and hours): M-F, 8:30 a.m. – 5:00 p.m. Contracted turnaround time for returning emails and/or phone calls: 1 Business Day ATTACHMENT A C19. What FINRA/insurance licenses are required for on -site participant service representatives? Local on-site service personnel maintain securities licenses and state insurance lice nses. In addition, financial planners maintain securities licenses and the CERTIFIED FINANCIAL PLANNER™ certification. Required FINRA Series Required Insurance Licenses C20. Would the participant service representative work out of his/her house or an office?  Home ☐ Office ☐ Both C21. Will the Plan Sponsor be able to participate in the selection of the on -site participant service representative(s) assigned to the account? (Yes/No)  Yes ☐ No C22. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the personnel assigned to the account? Describe: (200 word limit) ICMA -RC is committed to the satisfaction of the City and its participants. If a plan sponsor is dissatisfied for any reason, we will work directly with th e plan sponsor and our associate on the issues at hand. ICMA -RC will address the issue by coaching the representative and providing additional training. If issues persist, we would look at replacing our service associate. We take pride in providing excellent customer services to all of our clients, so we will not overlook service-related issues. C23. Will you provide on-site, individual meetings and group sessions at sites and times specified by the Plan Sponsor?  Yes ☐ No C24. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site annual enrollment/education commitment. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed annual number of on-site service hours: 16 Proposed annual number of on-site service days: 2 C25. Complete the table on compensation structure for any employee, certified financial planner, and contractor (including the on-site participant service representatives) of your organization who would meet face -to-face with the participants and whether t his compensation is one -time, recurring or varies based on the investments or products chosen by the participant. % Fixed Compensation % Bonus Employment Status (W2 Employee or 1099 Contractor) Account representative 75 25 Employee Phone representative 100 12.5% of base salary Employee Education representative 60 40 Employee Investment advice representative N/A N/A N/A ATTACHMENT A Bonus payment criteria (50 word limit) Account Managers - Quality service, retaining plan assets, ensuring clients utilize benefits and services. Phone Representatives – Tenure, annual performance, and ICMA-RC’s achievement of corporate success measures. Education Representatives - Increasing plan participation and participant savings rates, achieving or exceeding Managed Accounts asset goals, and retaining or rolling over new assets. C26. Are your on-site participant service representatives, plan sponsor representative, and/or any other employees given incentives to sell the following products or services: online advice, managed accounts, guaranteed minimum withdrawal benefit options, IRA rollover, and/or managed payout options? (Yes/No) Complete the tables below. State additional products or services that apply. Is Any Compensation Based on the Adoption of: On-Site Rep Plan Sponsor Rep Other Employees Fixed or General Account/Stable Value: No No No Managed Accounts: Yes No Yes Guaranteed Minimum Withdrawal Benefit: No No No Managed Payout Options: No No No Proprietary Mutual Funds: No No No Roth or traditional IRA or Rollover IRA: Yes No Yes Other Products: No No No C27. Briefly describe how you measure and/or benchmark the impact your communication and education efforts have on participant behavior? Limit your response to 200 words. Measure/Benchmark: (200 word limit) Your Regional Manager, Tom Axline, will work with you to develop and evaluate communication and education activities for both current participants and retirees. He will benchmark your plans against similar size plans both nationally and regionally. Strategic education campaigns will be created and delivered to targeted groups based upon age, career milestone, department and association/union and plan goals. This evaluation will be ongoing and metric - driven, taking a look at participation rates, contribution amounts, asset allocation, retirement readiness on a plan level and by department and associations/unions to determine the success of your plan. Retention of participants and assets will be a key focus for the City. C28. Briefly describe your capability to track and report to the Plan Sponsor, on a quarterly basis, the success or effectiveness of various communication and education outreach campaigns. Limit your response to 200 words. Capabilities: (200 word limit) Tom Axline, Regional Manager, will present this information to the Committee and City staff. In addition to this quarterly training for the Committee, ICMA -RC makes available our self-serve Visual Analytics tool. This dynamic data visualization tool enable s you to identify, measure, and benchmark patterns and relationships in data that may not have been initially evident. It offers interactive reporting capabilities combined with advanced analytics so users can track trends and discover insights from any size and type of data to help you fulfill your fiduciary responsibility. This tool makes data available as early as five business days following month end so that education and outreach campaigns can be more current and relevant for your participants. ATTACHMENT A C29. Do you offer the following participant services: Yes/No Retirement readiness scores or income gap analysis on statements: No Retirement readiness scores or income gap analysis on web/landing page: Yes Retirement readiness scores or income gap analysis on mobile devices: Yes C30. Are you willing to conduct surveys to assess the success of any education program?  Yes ☐ No C31. If applicable, how frequently would you propose participant surveys be conducted? How frequently can the Plan Sponsor have participant surveys be conducted without incurring additional costs? Frequency of surveys: Annual Additional cost: One survey at no additional cost C32. Will you provide the Plan Sponsor with any customized educational materials? Yes/No Description Website: Yes ICMA -RC will offer a custom transition webpage. Education booklets: Yes Plan-specific information will be provided in the print-on-demand employee enrollment kits, which will include City’s plan highlights and investment options. Newsletters: No Mailers: No Participant statements: Yes The City may include an announcement of up to 420 characters on quarterly participant statements. Mobile applications: No Participant forms: No Others: Yes Your on-site service representative will provide presentations that are tailored to meet the specific needs of City’s plan and participants. C33. Does your Firm provide educational services to participants through the use of webinars, including interactive webinars?  Yes ☐ No STATEMENTS/SYSTEM TECHNOLOGY: C34. Do participant statements aggregate all account information if the employee were to have multiple plans/accounts with you?  Yes ☐ No C35. What external accounts, not held with your organization, can a participant aggregate into your system? Explanation: (100 word limit) Outside accounts that can be connected include, credit card, checking, saving, brokerage, defined benefit plans, and retirement accounts. If a financial services organization is not supported by our vendor, we would work with our vendor to add that provider. ATTACHMENT A Account Aggregation is available to participants who wish to receive a consolidated view of their finances (ICMA -RC accounts and other financial accounts) in one location, Account Access. Account Aggregation is a free service that is available to all participants. C36. Does your system capture external account information at initial input? (Yes/No) For example, participant enters initial external account data and upon subsequent log-ins, the external account data populates.  Yes ☐ No C37. Can your system capture and include participant defined benefit plan information, in statements or in a retirement income calculation or gap analysis? (Yes/No)  Yes ☐ No C38. Do participant statements allow for a customized message from the Plan Sponsor?  Yes ☐ No C39. Complete the chart regarding information available on participant statements. PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No Monthly fund performance: No Total assets: Yes Quarterly fund performance: Yes Total ROTH assets: Yes 1 -year fund performance: Yes Total outstanding loan amount: Yes 3 -year fund performance: Yes Loan repayment detail: Yes 5 -year fund performance: Yes Cash flow personal rate of return: Yes 10-year fund performance: Yes Expense ratios: No Cash flow for quarter: Yes Defined benefit assets (if applicable): No Roth deferrals for quarter: Yes Projected retirement income: Yes Asset allocation: Yes Retirement readiness score: No C40. Complete the chart regarding information available on participant statements. Fill in the requested number of business days. How many days after quarter-end are statements mailed? 12 How many days after quarter-end until statements are available online? 12 How long are statements available? Available online for 7 years C41. Provide a sample quarterly participant account statement. Include this in the Exhibit Folder and label it Exhibit 4.  Yes ☐ No C42. Can participants print on-demand account statements with self-selected time periods from your website?  Yes ☐ No C43. Complete the following table regarding the information and transaction capabilities available to Plan participants through Phone Ser vice Representatives (“PSR”), Voice Response Unit (“VRU”), Desktop Computer, and Mobile App. (Yes/No) ATTACHMENT A Participant Inquiry/Transactions (yes/No) PSR VRU Computer Mobile Total account balance: Yes Yes Yes Yes Roth account balance: Yes Yes Yes Yes Account balance by fund: Yes Yes Yes Yes Roth account balance by fund: Yes Yes Yes Yes Investment elections: Yes No Yes Yes Deferral rate: Yes No Yes Yes Roth deferral rate: Yes No Yes Yes Contribution history: Yes No Yes Yes Transaction history: Yes No Yes Yes Withdrawal history: Yes No Yes Yes Loan application: No No Yes Yes Outstanding loan balance: Yes Yes Yes Yes Loan history: Yes No Yes Yes Loan modeling: Yes No Yes Yes Primary beneficiary designation: No No Yes Yes Secondary beneficiary designation: No No Yes Yes Fund performance: Yes No Yes Yes Specific investment advice: No No Yes No Automatic rebalance: Yes No Yes Yes Paperless fund to fund transfers: Yes No Yes Yes Paperless future investment election change: Yes No Yes Yes Paperless enrollment: Yes No Yes Yes Paperless deferral/Roth deferral change: Yes No Yes Yes Prospectus request: Yes No Yes Yes Paperless loan application: Yes No Yes Yes Paperless term distribution: Yes No Yes Yes Investment advice online: N/A N/A Yes Yes Hardship application and status: Yes No Yes Yes Account distribution information: Yes No Yes No Projected retirement income: Yes No Yes Yes Mobile touch ID: N/A N/A N/A Yes Mobile text alerts: N/A N/A N/A Yes Mobile responsive design: N/A N/A N/A Yes C44. Except for investment advice/managed account offerings and self-directed brokerage options, are there any outside contractors or other vendors that would provide services to the Plan(s)?  Yes ☐ No C45. Are participants able to enroll and make changes to their accounts by filling out a paper form?  Yes ☐ No C46. Does the Plan Sponsor have the ability to create a custom participant message for posting on the Internet site?  Yes ☐ No C47. Does your Firm provide for online participant loan applications? ATTACHMENT A �� Yes & No If yes, can the entire process be completed online? �� Yes & No C48. What is the latest time that a participant can make an investment transfer request and be assured that the transaction will be processed at the end of that day? Time should be listed in the Plan Sponsor s time zone. Latest time: 1:00 p.m. Pacific Time C49. Provide a test address and password in the table belo w for a representative participant website and/or mobile access experience. Sample Website Sample Mobile Web/Mobile address: www.icmarc.org ICMA -RC mobile app Log-in: demoacct21 demoacct21 Password/security question: tem_CA0629 tem_CA0629 Expiration date: 9/11/2020 9/11/2020 C50. Briefly explain how phone and website passwords are assigned and changed. Explanation: (200 word limit) Self-Service Phone Line Access Callers to our self-service phone line system must enter their Social Security number (SSN) and a four -digit personal identification number (PIN) to access account information. The last four digits of a participant s SSN are assigned as a default PIN upon enrollment in the plan. Prior to conducting any transactions, the PIN must be changed to a new private number. Participants are allowed to change their PINs as often as they like through the system. In the event that a participant forgets his PIN, a Participant Services Representative can reset the system to the default PIN. Website Access Participants can setup their own User ID and password online by clicking the New User -Register Now" link located on the home page. Upon successfully supplying their identifying information, the participant will be sent a one- time security code via text or email. Once the valid security code is entered, the participant will be permitted to setup their login credentials. The SSN is not used to log into the system and the participant will not be required to enter this information again once the self-selected User ID has been established. C51. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for a check to be mailed out? Number of business days: Distributions are processed within three business days following the date the request is received in good order, including any applicable supporting documentation. C52. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for an electronic payment to be made to the participant s outside account? Number of business days: Distributions are processed within three business days following the date the request is received in good order, including any applicable supporting documentation. Eligible participants may request distributions online, and those requests are paid within one business day. ATTACHMENT A C53. Can participants select their own periodic payment distribution dates? ☑ Yes ☐ No C54. Can these date(s) be changed once distributions have started? ☑ Yes ☐ No C55. Can participants specify a specific fund source and/or fund order for the distribution? ☑ Yes ☐ No C56. Can participants specify a specific tax source (e.g. pre -tax versus Roth) for the distribution? ☑ Yes ☐ No SERVICE CENTERS: C57. Where are your customer service center(s) located? List hours of operation in Plan Sponsor’s time zone. Note: this office is not to be confused with any proposed local office. Location Days of Operation Hours of Operation Number of Reps 777 North Capitol Street, NE Washington, DC 20002 Participant Services Representatives are available M-F on business days that the NYSE is open. 5:30 a.m. to 6:00 p.m. Pacific Time 65 Participant Services Reps and 75 reserves between our Washington, DC, and Richmond, VA offices. 951 E. Byrd Street Riverfront Plaza East Richmond, VA 23219 Participant Services Representatives are available M-F on business days that the NYSE is open. 5:30 a.m. to 6:00 p.m. Pacific Time 65 Participant Services Reps and 75 reserves between our Washington, DC, and Richmond, VA offices. C58. What securities licenses are your customer service center representatives required to maintain? Provide your answer in the table below. Licenses Yes/No Series 6: Yes Series 7: Yes Series 63: Yes Series 65: Yes Series 66: Yes Insurance: Yes Others (List): Supervisory personnel maintain Series 26 or 24 registration. C59. Complete the following table regarding your call center and website: Call Center/Website Stats 2018 2017 2016 Average call response time (min:sec): 0:41 0:43 0:44 Average length of calls (min:sec): 6:26 5:09 6:08 Number of dropped calls: 33,339 26,174 32,344 % of transactions handled by VRU: 0.0% 0.0% 0.0% % of transactions handled by Web: 90.64% 89.17% 93.6% ATTACHMENT A % of transactions handled by PSR: 2.45% 3.93% 6.4% Call center personnel turnover rate: 17.8% 13.9% 16.6% D. PLAN SPONSOR SERVICES D1. Complete the table for any person who would work directly with the Plan Sponsor on a day-to-day basis, such as a regional field manager(s) or a relationship manager(s). Exclude education representatives. Representative #1 Representative #2 Name: Tom Axline Years at Firm: 21 Years in industry: 25 Location (City, State): Temecula, California Total number of client accounts serviced: 120 Total assets serviced: $4 billion Total number of participants serviced: N/A Highest Academic degree Achieved: Bachelor of Science Professional Credential(s): CERTIFIED FINANCIAL PLANNERTM FINRA/Insurance License(s): Registered Representative California Life Insurance License Typical work schedule (days and hours): M-F, 8:30 a.m. – 5:00 p.m. Contracted turnaround time for returning emails and/or phone calls: 1 Business Day D2. Will your Firm assign the Plan Sponsor a relationship manager that will serve as a single point of contact?  Yes ☐ No D3. Would this employee attend meetings at Plan Sponsor offices as requested?  Yes ☐ No D4. Will the Plan Sponsor be able to participate in the selection of this relationship manager assigned to the account?  Yes ☐ No D5. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the relationship manager assigned to the account? Explanation: (100 word limit) ICMA -RC is committed to the satisfaction of the City and its participants. If a plan sponsor is dissatisfied for any reason, we will work directly with the plan sponsor and our associate on the issues at hand. ICMA -RC will address the issue by coaching the representative and providing additional training. If issues persist, we would look at replacing our service associate. We take pride in providing excellent customer services to all of our clients, so we will not overlook service-related issues. D6. How frequently do you conduct client satisfaction surveys at the Plan Sponsor’s level? Are Plan Sponsor surveys done internally or outsourced to a third party? If done internally, who is responsible for co nducting the surveys (i.e. relationship manager, etc.)? Survey frequency: Annual ATTACHMENT A Internally or outsourced: Outsourced Responsible for conducing survey: Third party D7. Complete the table below regarding tasks an authorized Plan Sponsor staff member is able to accomplish on behalf of participants. If they are able to accomplish each task, list the format available as well as when any changes become effective. TASK Yes/No Format (web, paper, etc.) Change participant information Yes Web and Paper Designate date of termination online: Yes Web View deferrals per participant: Yes Web View account balance(s) as of a given date: Yes Web View Plan statements per quarter: Yes Web and Paper View YTD contributions per participant: Yes Web D8. Complete the table below regarding reports you can provide to the Plan Sponsors. Report Frequency Available in Paper (Y/N) Available on Website (Y/N) Participant Loans Daily/On-Demand N Y Payroll Contributions Daily/On-Demand N Y Plan Statement Quarterly Y Y Plan Cash-Flow Quarterly Y Y Investment Returns Quarterly (Paper), Monthly (Online) Y Y Lost Address Daily/On-Demand N Y Participant Eligibility N/A N N Admin Allowance Account Transactions Quarterly Y Y 408(b)2 Fee Disclosure Quarterly N Y D9. Complete the table below to allow access to the demo plan sponsor website. Sample Website Web/Mobile address: www.icmarc.org Log-in: CTESTUS16 Password/security question: tem_CA0629 Expiration date: 9/11/2020 D10. Indicate which administrative functions the Plan Sponsor may outsource, assuming they make use of all your administrative services and authorize your Firm to make approvals or otherwise perform. Once authorized, will the Pr oposing Firm carry out this function entirely without further Plan Sponsor staff involvement? ADMINISTRATIVE FUNCTIONS Completely Outsourced (Y/N) Will You Carry Out Function (Y/N) Qualified Domestic Relations Order (QDRO) review: Y Y QDRO approval: Y Y Emergency distribution review: Y Y Emergency distribution approval: Y Y Beneficiary change processing: Y Y Term distribution processing: Y Y ATTACHMENT A Minimum required distribution processing: Y Y De minimis distribution processing: Y Y Plan document review/update: Yes, to the extent ICMA -RC’s model plan document is utilized. Yes, to the extent ICMA-RC’s model plan document is utilized. New participant loan applications and approval: Y Y D11. Complete the table below indicating the information and services you provide specifically to Plan Sponsors over the Internet. SERVICES OVER THE INTERNET Yes/No Report writing capabilities: Yes Payroll Deferral Posting Data: Yes Participant Account Balance Information: Yes Plan Account Balances by Fund: Yes Indicative Data Changes: Yes Withdrawal Request/Status Tracking: Yes, for completed withdrawals Total Outstanding Loan Balances: Yes, by participant Total Number of Loans in Default: Yes D12. Briefly describe when and how the Plan Sponsor and participants would be notified of loan default status, either w hile in service or post -separation. Be sure to include an explanation of what assistance you require from the Plan Sponsor in this regard. Description: (100 word limit) When a loan is in delinquent status, we send letters to both participants and employers 30, 60, and 90 days after the delinquent status occurs. We also post the Loan Delinquency Reports on EZLink; so, the employer has necessary information to take action quickly. Plan Sponsors do not generally need to provide any assistance with notifying participants that loans are in default status. If a plan elects to allow participants to repay loans via ACH, and that leads to participants failing to make payments, we may suggest that the Plan Sponsor require loan repayments to be made via payroll deducti on. D13. Does an individual participant have the ability to make loan repayments after separating from service? If yes, indicate what sources other than payroll deduction are available. Loan repayment after separation (Y/N) Yes. Other Payment Sources Typically, the plan sponsor adopts loan guidelines under which terminated employees can no longer maintain the loan. At the time of termination, the loan would be considered as deemed distributed if not repaid upon termination. If the plan sponsor allows employees to continue loans, we would establish ACH repayments from the participant’s bank account. D14. Briefly describe your Firm’s participant loan administration processes and capabilities, including how a participant would apply for a loan and how the deduction information would be transmitted to the Plan Sponsor. Description: (100 word limit) Participants can model and request loans online through Account Access. When loans are initiated, the terms of the loan are agreed upon up front. Once th e loan is processed, the proceeds can be sent via ACH or check and the documents are electronically delivered or mailed. The status of the participant’s loan repayment is ATTACHMENT A listed on the quarterly statement, which includes the outstanding loan amount and total loan repayments for the quarter (with principal and interest). Plan sponsors receive information about the loan, including loan repayment information, via the secure plan sponsor website. D15. Will your firm administer new plan loans taken out by a former employee (retired or separated) that will make loan repayments via ACH? (Yes/No) If yes, please provide any relevant details. ☐ Yes ☑ No Description: (100 word limit) D16. In the past five (5) years, how many of your Firm’s public sector clients e xperienced participant loan defaults that were not reported to the Plan Sponsor and/or participant in a timely fashion, resulting in taxes not being paid in the correct year? Number of plans experienced such events: 352 as of December 31, 2019. Data calculated annually. D17. Complete the table below regarding the percentage of public sector DC plans that offer automatic enrollment and/or a Roth deferral feature. Year % of Govt DC Plans with Auto Enroll % of Govt DC Plans with Roth Deferral 2019 <1% 7% 2018 <1% 7% 2017 <1% 7% 2016 <1% 7% D18. Do you need the Plan Sponsor to specifically identify whether a Plan participant is making regular contributions, pre-retirement catch-up contributions, and/or age 50+ catch-up contributions? (Yes/No for each contribution type) CONTRIBUTION TYPE Yes/No Regular Contribution No Catch-up Contribution No 50+ Catch-up Contribution No D19. List any other administrative outsourcing services, not yet noted, that your Firm would make available to the Plan Sponsor. Additional Outsourcing Services: (200 word limit) We can handle full administration of enrollment and disbursements if the City chooses to offer online enrollments for 457 Deferred Compensation plans and online disbursements. The City would not need to sign forms. In addition, we can also obtain deferral changes in the 457 plan from the participant through Account Access. The deferral information would then be provided to the City through a report in EZLink, which can be downloaded into a CSV file and uploaded into your payroll system. ICMA-RC Outsourcing Services: Online Enrollment; Deferral Changes; Auto Rebalancing; Online Withdrawals; Beneficiary Designation and Updates; Emergency Withdrawal Approval; De Minimis Accounts Processing; ICMA -RC Plan Document Maintenance; and Employer Bulletin/Regulatory Updates. ATTACHMENT A D20. Are all communication and education services configured to comply (at a minimum) with the provisions of applicable federal law?  Yes ☐ No D21. Although ERISA is not applicable to public sector plans, will you comply with the communication and education requirements of subdivision (c) of Sectio n 1104 of Title 29 of the US Code, commonly referred to as Section 404(c), as a means of assuring that the Plan Sponsor meets its fiduciary responsibilities?  Yes ☐ No D22. Does your Firm apply the US Department of Labor (DOL) plan sponsor and participant regulations requiring fee disclosure to plan sponsors and participants in non-ERISA-governed plans? If yes, please include a sample in the Exhibit Folder and label it Exhibit 5. ☐ Yes ☑ No While public retirement plans are not required to follow Departmen t of Labor fee disclosure regulations that became effective in 2012, ICMA -RC’s disclosures substantially comply with Rule 408(b)(2) under ERISA for fee disclosures to plan fiduciaries and Rule 404(a)(5) under ERISA for fee disclosures to participants. A sa mple fee disclosure is included in the Exhibit Folder as Exhibit 5. D23. Are you willing to indemnify and hold the Plan Sponsor harmless from any legal claims and actions arising out of the educational activities you provide to Plan participants. If no, b riefly explain. ☑ Yes ☐ No Explanation: (100 word limit) Under certain circumstances, ICMA -RC can indemnify the plan sponsor and hold the plan sponsor harmless in connection with a claim, loss, or action arising out of the negligence or willful misconduct of ICMA -RC resulting from ICMA -RC's provision of education services to the Plan. ICMA -RC’s ability to indemnify our clients’ employees or other personnel is limited to those claims that do not involve the employees in their capacity as holders of an account administered by ICMA -RC. D24. Will you provide legal assistance and compliance to assure the Plan(s) operate in compliance with current and future Internal Revenue Code provisions? ☑ Yes ☐ No D25. How will you inform the Plan Sponsor of actual or contemplated changes in laws or regula tions that would impact the Plan(s)? Description: (100 word limit) ICMA -RC provides information on changes and potential changes to federal laws and regulations that could affect public sector retirement plans through the Washington Perspective feature on our plan sponsor website as well as in our monthly Employer Bulletin. The Washington Perspective also provides an archive of federal activity by topic to facilitate easy access to evolving federal legislative and regulatory information, while the Employer Bulletin reports operational changes, including those implemented as a result of legislative and regulatory activity. D26. Will your Firm provide and maintain model plan documents for the Plan Sponsor for the Plan(s)? ☑ Yes ☐ No ATTACHMENT A D27. Does your Firm provide a plan sponsor newsletter?  Yes ☐ No E. INVESTMENT FLEXIBILITY E1. Will you require the use of a proprietary option to secure any enhanced pricing offered under this bid? If yes, please name the product(s).  Yes ☐ No Required Proprietary Product Name Vantagepoint PLUS Fund E2. Provide the crediting rate formula for the proposed capital preservation investment option(s) (stable value, General or Fixed Account, etc.). The crediting rate for the synthetic GIC component is calculated with a formula commonly used in the industry, as follows: CR = [(MV/BV)^(1/D) * (1+YTM) – F] – 1 where: CR is the net crediting rate of the synthetic GIC contract MV is the market value of the underlying assets BV is the book value of the synthetic GIC contract D is the effective duration of the underlying assets (see below for shorter duration amortization periods) YTM is the yield of the underlying assets F are the fees including wrap, fixed -income manager, and custody fees IRR The Internal Rate of Return is the interest rate at which the net present value of all the cash flows from an investment equals zero. The crediting rate formula is industry standard for wrap contracts, taking into account the yield of the portfolio and amortizing the difference between BV and MV over the duration of the portfolio based on prior month’s data, but may be adjusted for a quicker amortization of MV losses relative to BV via a shorter duration amortization period, depending on what is negotiated in the wrap co ntract. If there are maturing synthetic GICs, an IRR formula is also typically used, especially during the final year. Illustrate the current rate using this formula. This information is not publicly available. E3. For the proposed capital preservation investment option(s), provide quarterly investment returns, net of management and wrap fee, for the last 10 years. Year 1Q 2Q 3Q 4Q 2019 0.59% 0.61% 0.62% 0.60% 2018 0.54% 0.55% 0.57% 0.59% 2017 0.50% 0.52% 0.54% 0.54% 2016 0.48% 0.48% 0.50% 0.51% 2015 0.51% 0.51% 0.51% 0.49% 2014 0.51% 0.51% 0.51% 0.52% 2013 0.59% 0.59% 0.55% 0.52% 2012 0.70% 0.67% 0.66% 0.65% ATTACHMENT A 2011 0.81% 0.80% 0.78% 0.74% 2010 0.88% 0.89% 0.86% 0.84% 2009 1.04% 0.96% 0.92% 0.91% E4. Are the returns for the Capital Preservation Option GIPS compliant?  Yes ☐ No E5. Are the returns for the Capital Preservation Option audited?  Yes ☐ No E6. Provide the market -to -book value ratio (or formulaic equivalent adjustment factor) for the proposed capital preservation investment option(s) and the net of fee crediting rate for each of the following years: Year MV:BV Ratio Net Annualized Crediting Rate Year MV:BV Ratio Net Annualized Crediting Rate 2019 101.84% 2.41% 2013 100.60% 2.10% 2018 98.94% 2.38% 2012 103.22% 2.56% 2017 100.53% 2.21% 2011 102.42% 2.87% 2016 100.29% 2.03% 2010 101.37% 3.38% 2015 100.20% 1.94% 2009 99.74% 3.62% 2014 101.45% 2.10% 2008 95.18% 4.56% The PLUS Fund crediting rate is calculated daily. The crediting rate shown is the annualized rate as of the last day of the reported period. The PLUS Fund crediting rate is calculated by taking into account current yields on the Fund's holdings and prior period performance of certain holdings in the Fund. The Fund‘s crediting rate is generally expected to follow interest rate trends over time, but will typically do so on a lagged basis and may not move in the same direction as prevailing interest rates over certain time periods. E7. For the proposed capital pr eservation investment option(s), provide the most recent attribution sheet that shows the current portfolio breakdown by sector along with any and all wrap providers. Include this in the Exhibit Folder and label it Exhibit 6. Please see Exhibit 6 in the Ex hibit Folder. E8. As applicable, provide a list of the fixed/stable value option wrap providers for any proprietary products and indicate whether or not they are currently providing additional wrap capacity. Currently, we have additional wrap capacity. For a list of wrap providers, please see the Vantagepoint Fund Attribution Sheet provided as Exhibit 6 in the Exhibit Folder. E9. Describe the liquidity provisions for the proposed capital preservation investment option(s). Participant Liquidity: (50 word limit) Direct transfers from the PLUS Fund to self-directed brokerage accounts or competing funds are not permitted. Competing Funds include, but are not limited to, short-term fixed income funds, money market funds, certificate of deposit products, or other stable value products. See the Fact Sheet and Disclosure Memorandum for more details. ATTACHMENT A Plan Sponsor Liquidity: (50 word limit) In the event an Employer initiates withdrawal of all or part of its Plan’s assets from the PLUS Fund, the payout of such assets may be deferred for a period of up to twelve months. E10. At the end of the recordkeeping contract termination where you or your capital preservation is not retained, explain the plan level liquidity for each proposed product? Product Investment Type* Book Value Liquidation (Y/N) Put Period in Months Market Value Liquidation (Y/N) Securities In- kind (Y/N) Vantagepoint PLUS Fund Commingled Stable Value CIT Y 12 N N *General Account, Separate Account, Commingled Stable Value, Money Market, etc. E11. If applicable, state the market value adjustment formula that will apply to the capital preservation product(s) that your firm has proposed under enhanced pricing. Briefly describe as needed. Formula: (100 word limit) Not applicable. There is no market value adjustment of any kind. Distributions from Vantagepoint PLUS Fund are paid at book value, principal plus accrued income, regardless of whether the Fund’s market-to -book ratio is greater than or less than 100%. E12. What benchmark is used to evaluate the performance of the proposed capital preservation investment option(s)? Product(s) Benchmark Vantagepoint PLUS Fund ICE Bank of America Merrill Lynch 3 -Month T-Bill Index E13. Provide a list of ten non-revenue share stable value/capital preservation products that are available through your investment platform. The City may utilize the Vantagepoint PLUS Fund as its stable value option or select another non -proprietary stable value or capital preservation product. In an open architecture environment, ICMA-RC does not limit a client to a specific list of investments. ICMA -RC has worked with a number of third -party providers. The City can advise ICMA -RC which investment options are of interest (investment name, share class, ticker/CUSIP) and ICMA -RC can confirm current availability. ICMA-RC can administer non-proprietary stable value funds and fixed accounts that provide a timely monthly or quarterly rate factor or a timely daily NAV in a manner consistent with ICMA -RC operational processes regarding daily trading and funding, reconciliations, and performance information. Product Name Expense Ratio Current Net Crediting Rate Proprietary? (Yes/No) Vantagepoint PLUS Fund 0.54% 2.25 % Yes The PLUS Fund crediting rate is calculated daily. The crediting rate shown is the annualized rate as of June 30, 2020. The PLUS Fund crediting rate is calculated by taking into account current yields on the Fund's holdings and prior period performance of c ertain holdings in the Fund. The Fund‘s crediting rate is generally expected ATTACHMENT A to follow interest rate trends over time, but will typically do so on a lagged basis and may not move in the same direction as prevailing interest rates over certain time periods. E14. State the floor rate and contract term for any proposed stable value fund or fixed option. Product Vantagepoint PLUS Fund Floor Rate Not applicable Contract Term Not applicable E15. For any product that has a put provision, will you allow the Plan Sponsor to provide notice of possible liquidation in advance of any formal decision? For example, could the Plan Sponsor ask you to begin the put notification period and then elect at a later time to keep the fund prior to any actual liquidation and w ithout any charge to the Plan and participants?  Yes ☐ No E16. For all investment options on your platform, do you have restrictions on the number of trades a participant may make in a month, quarter, and year?  Yes ☐ No E17. Can your organization apply short -term trading restrictions and redemption fees?  Yes ☐ No E18. Is it your practice to apply these restrictions and fees in accordance with the fund company’s policies?  Yes ☐ No E19. Are participants notified if a trade or transfer they are making will have a redemption fee assessed?  Yes ☐ No E20. How many days will it take for you to add or remove a fund from the Plan Sponsor’s Plan(s) once you have been given instructions? Number of days: Typically, 56-84 E21. Are fund additions and deletions subject to any monthly, quarterly or annual schedule? If yes, define the schedule. Yes, Monthly ☐Quarterly ☐Annually ☐ No E22. Briefly describe any restrictions to adding new funds to your platform. Description: (200 word limit) ICMA -RC is prepared to work with any fund company that meets our operational requirements such as establishing a daily price by 3:30 p.m. Pacific Time, timely performance reporting, and the issuance of fund fact sheets. There may be an impact on our fees by adding funds not currently offered on our platform. E23. Do you receive compensation from fund companies outside of your revenue share agreements? ☐ Yes  No ATTACHMENT A E24. How many fund companies provide compensation to your firm that is separate from revenue share? Number of Fund Companies: None. ICMA -RC discloses all sources of fund compensation. E25. Will you process non-NSCC eligible investment options and are there any fees for this?  Yes ☐ No Additional Fee: Case -by-case. E26. Provide a list of the investment options available through your proprietary and alliance networks. This list should include ticker symbols, expense ratios and revenue share information available for every fund. Segment the list by asset class. Provide this report in an Excel sp readsheet and include this in the Exhibit Folder and label it Exhibit 7.  Yes ☐ No E27. Answer Yes/No in the table below to indicate your Firm’s ability to provide record keeping for the Plan Sponsor options that may include: PRODUCT NAME Yes/No Non-proprietary Commingled Trust Investment: Yes. However, there may be additional costs associated with the recordkeeping for this investment type. Non-proprietary General Account: Yes. However, there may be additional costs associated with the recordkeeping for this investment type. Non-proprietary Separate Account: Yes. However, there may be additional costs associated with the recordkeeping for this investment type. Non-proprietary Annuity/Guaranteed Retirement Income Products: No. Additional Fee: Case -by-case. E28. Do you currently offer a guaranteed minimum withdrawal benefit (GMWB) product? Yes ☐No Product Name: VT Retirement IncomeAdvantage Fund 1 Investment Cost: Net expense ratio, as of June 30, 2020: 1.68% Insurance Cost: The guarantee cost is 1.0%, which is included in the net expense ratio of 1.68%. 1 Prudential Retirement Insurance and Annuity Company (Prudential), CA COA #08003, Hartford, CT. Neither Prudential nor ICMA- RC guarantees the investment performance or return on contributions to Prudential's Separate Account. You should carefully consider the objectives, risks, charges, expenses and underlying guarantee features before purchasing this product. Prudenti al may increase the Guarantee Fee in the future, from 1.00% up to a maximum of 1.50%. Like all variable investments, this Fund may l ose value. Availability and terms may vary by jurisdiction; subject to regulatory approvals. Annuity contracts contain exclu sions, limitations, reductions of benefits and terms for keeping them in force. Guarantees are based on Prudential's claims -paying ability. This annuity is issued under Contract form # GA-2020-TGWB4 -0805-RC. ICMA-RC provides recordkeeping services to your Plan and is the investment manager of the underlying Prudential separate account. Prudential or its affiliates may compensate ICMA -RC for providing these and related administrative services in connection with the Fund. Variable annuities are suitable for l ong-term investing, particularly retirement savings. ©2020 Prudential, the Prudential logo, and the Rock symbol and Bring Your Challen ges are service marks of the Prudential Insurance Company of America, Newark, NJ, and its related entities, registered in many jurisdictions worldwide. Note: Participants who are interested in the VT Retirement IncomeAdvantage Fund must first receive a nd read the VT Retirement IncomeAdvantage Fund Important Considerations document, before investing. ATTACHMENT A Portable to another recordkeeper: If the participant has a distributable event, the guarantees may be portable to Prudential. E29. If you answered “Yes” to t he question above, will you allow other third-party administration (TPA) companies to record-keep your GMWB product? If yes, please identify the TPA firms that are providing your GMWB product to defined contribution plans today. No. TPA Firms Not applicable. E30. Will your Firm record keep the guaranteed minimum withdrawal benefit products provided by other firms? (Yes/No). If yes, please list the GMWB products of other firms that are available on your platform today. ☐ Yes  No Product Name No t applicable. E31. Do you offer a self-directed brokerage account (SDBA) option? (Yes/No) Offer SDBA (Y/N): Y Online Brokerage Company: TD Ameritrade E32. Answer yes/no in the following grid as it relates to the SDBA. Can be traded? (Yes/No) Can be restricted? (Yes/No) Stocks: Yes Yes Bonds: Yes Yes ETFs: Yes Yes Mutual Funds: Yes No Options: Yes (Covered Calls Only) Yes Other Derivatives: No No/Not Available Closed-end LPs: No No/Not Available E33. Do you have the ability to restrict the amount of assets a participant is able to hold within the SDBA? (Yes/No)  Yes ☐ No E34. Is there a minimum account balance that must be maintained in the core investment menu? (Yes/No) If so, what is the dollar amount or percentage?  Yes ☐ No Minimum Amount: $30,000 E35. Briefly discuss the process of moving assets to/from the core account, and any restrictions in trading frequencies or timing that may be imposed in the SDBA. Asset Transfers: (100 word limit) Participants can transfer assets to their brokerage accounts using Account Access or by calling an ICMA -RC Participant Services Representative. All transfers are executed at the close of the business day and the assets would be ATTACHMENT A available in the SDBA the following morning. Participants can transfer assets from their SDBAs to their core accounts at ICMA -RC using Account Access or by calling an ICMA -RC Participant Services Representative. Only assets in the TD Bank Insured Deposit Account (IDA) (the sweep account in the SDBA) can be transferred to the core account and only after settlement from the sale of securities is complete. Restrictions in trading frequency and timing (100 word limit) While assets may generally be transferred to VantageBroker from any core account investments, the Vantagepoint PLUS Fund restricts direct or indirect transfers to competing funds, including VantageBroker accounts (where assets are initially invested in the TD Bank Insured Deposit Account (IDA)). In order to transfer assets from the Vantagepoint PLUS Fund to VantageBroker, the assets must first be transferred from the Vantagepoint PLUS Fund to a non -competing fund for a period of at least 90 days. No restrictions in trading frequency. E36. Are participants able to defer directly to the SDBA? ☐ Yes  No E37. Briefly describe how Roth assets are handled within the SDBA. Describe: (200 word limit) Participants can transfer Roth and non-Roth assets to the SDBA. The earnings within each participant's brokerage account are calculated daily and allocated pro-rata among all sources of funds within the participant's brokerage account. For example, if a participant has $10,000 ($8,000 pre-tax, $2,000 Roth) in her brokerage account and her earnings for the day are $10, then 80% ($8) of the earnings will be allocated to the pre -tax source, and 20% ($2) will be allocated to the Roth source. Employers who want to allow participants to segregate their Roth and non-Roth assets within the brokerage program may elect to offer a separate Roth Brokerage option that is funded exclusively by transfers of Roth assets. This would allow participants to have two separate brokerage accounts within the plan an d enable them to apply different investment strategies for their pre-tax and Roth assets within the separate accounts. E38. Can participants separately designate the transfer of either pre-tax or Roth after -tax dollars to the SDBA?  Yes ☐ No E39. Will the pre -tax and Roth after -tax contributions and earnings show separately on participant SDBA statements? ☐ Yes  No E40. Briefly describe what information your quarterly statements include regarding specific transactions conducted in the SDBA. Describe: (100 word limit) ICMA -RC’s quarterly statements will include the total value of a participant’s VantageBroker account, but the details of the underlying investments within the account will be provided on separate statements from TD Ameritrade. TD Ameri trade will send a separate monthly statement if any activity occurred within the account during the month. Otherwise, TD Ameritrade will send statements to participants on a quarterly basis. ATTACHMENT A E41. Do you require participants to maintain a balance in the core investment menu? (Yes/No) If so, what is the minimum dollar amount or percentage of assets.  Yes ☐ No Minimum Amount or Percentage $30,000 E42. Provide a sample participant statement that your recommended SDBA partner would provide to participants. Include this in the Exhibit Folder and label it Exhibit 8.  Yes ☐ No F. TRANSITION F1. Include a one -page transition plan assuming your contract starts on November 30, 2020. Include this as Exhibit 9. A copy of our transition plan is provi ded in the Exhibit Folder as Exhibit 9 . F2. How many plans has your Firm transitioned from other providers listed below?: CLIENT TRANSITION 2019 2018 2017 2016 2015 2014 Under $20 million: 19 23 21 19 7 17 $20 million to $100 million: 6 5 2 3 4 $101 million to $200 million: $201 million to $500 million: 1 1 Over $500 million: 1 1 Total 25 29 23 22 8 23 F3. What is the least amount of time needed for you to do a transition? What is the typical amount of time? Least amount of time (#days): 90 days Typical (#days): 90-120 days F4. Will you guarantee your stated implementation timeframe? (Yes/No)  Yes ☐ No F5. Will you offer the Plan Sponsor a dedicated transition management team? (Yes/No) If yes, briefly describe the team members and their roles in the following table.  Yes ☐ No Team member Role # of prior plans transitioned from current record keeper Lisette Cobarrubias Transition Project Manager 0 from CalPERS Tom Axline Regional Director 0 from CalPERS Penny Abbott Retirement Plans Specialist 1 from CalPERS F6. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site education/communication commitment for the transition period. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted ATTACHMENT A as full days, but rather as their propor tional equivalent of each day (for example: two half days equal one full day under the contract). Proposed number of transition service hours: 16 Proposed number of transition service days: 2 Are the hours/days in addition to onsite education commitments noted in Section C: Yes F7. Briefly describe how you will handle accounts already in systematic distribution during a Plan transition? Describe: (100 word limit) We will coordinate retiree payments with CalPERS the month prior to the conversio n. We also will work with the vendor to receive an electronic copy of the distribution detail in order to provide continuity of payments. Individuals in distribution will receive a confirmation letter from us detailing when they will receive their first payment from ICMA -RC and payment information. ICMA-RC will establish payments using the information provided, including payment method, amount, withholding, timing and bank information where available. Participants may change the timing of their payment date if desired at the completion of the transition. F8. Briefly describe your approach to communicating with retired or otherwise separated employees. Describe: (100 word limit) ICMA -RC will conduct a mailing to participants describing enhancements to the plan, the new fund lineup and the transition process. Participants who receive installment payments will also receive a description of how disbursements will continue through ICMA -RC. All participants will be invited to access our transition website and participate in on-site transition seminars. Relocated participants may also contact and meet with ICMA -RC professionals. For example, if a participant has retired to another state, they may contact their Retirement Plans Specialist, Pe nny Abbott, who would connect them with an ICMA - RC professional in their new location, to arrange an individual meeting. F9. Briefly describe how emergency distribution requests will be handled during the blackout. Describe: (100 word limit) We will work with you during the blackout to address emergency withdrawals on a case by case basis. So long as the assets are with ICMA -RC, we are flexible in reviewing and expediting emergency withdrawals. ICMA-RC also typically has a short blackout period, which has allowed us to process pending withdrawals at transition completion with minimal delay to participants. F10. How many days do you anticipate the entire blackout period lasting on your system? How many days in total? Blackout on your system: 2 days Total blackout days: N/A. We cannot determine the total blackout required from other providers. F11. Briefly describe any transactions that would be prohibited during this period? Describe: (100 word limit) During the blackout period, no transactions are permitted on either recordkeeper’s systems. We complete the transition within two business days of receipt of assets and plan records in “good order” from the prior recordkeeper. This does not include the blackout period that your current provider will need. The blackout period is a ATTACHMENT A critical element of our communication and education for participants. This allows them to be able to plan accordingly for transactions they may wish to request. F12. How long will participant assets be out of t he market during the transition? Total number of days: 1-2 days F13. Are you able to transfer any of the Plan assets/shares in-kind?  Yes ☐ No F14. Are you able to transfer self-directed brokerage assets?  Yes ☐ No G. Fees and Expenses Proposal G1. Complete the table below, showing your firm’s proposed annual fee, on a per -participant, fixed dollar fee for providing record-keeping, administration, participant services, plan sponsor services, and on -site education and counseling for the P lan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven - and te n-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. PER HEAD FEE, NO PROPRIETARY PRODUCTS For serving as sole provider, ICMA -RC’s annual per account fees for the specified contract terms are listed below. The dollar per account fee assumes ICMA-RC does not retain any revenue sharing. Any recordkeeping revenue received from investment companies would be provided to the plan as an administrative allowance. CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year $163 - 7 year $158 No 10 year $157 No * Willing to offer pricing without guaranteed extended term G2. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a per -participant, fixed dollar basis with the use of any such proprietary offerings and state the required product(s) or service(s). PER HEAD FEE, WITH PROPRIETARY PRODUCT(S) For serving as sole provider ICMA -RC’s annual per account fees for the specified contract terms are listed below. The dollar per account fee assumes ICMA-RC does not retain any revenue sharing. Any recordkeeping revenue received from investment companies would be provided to the plan as an administrative allowance. These fee proposals are based on the plan sponsor maki ng available the Vantagepoint PLUS Fund as the sole stable value fund administered by ICMA -RC. CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year $161 - VantagePoint Plus Fund 7 year $157 No VantagePoint Plus Fund ATTACHMENT A 10 year $156 No VantagePoint Plus Fund * Willing to offer pricing without guaranteed extended term ICMA -RC retains full discretion to release employer-initiated Vantagepoint PLUS Fund withdrawals in an orderly manner over a period of up to 12 months from the date ICMA -RC receives written notification from the employer that it is initiating withdrawals from the Vantagepoint PLUS Fund. This restriction on employer withdrawals from the Vantagepoint PLUS Fund does not apply to participant directed withdr awals from the Fund. The Vantagepoint PLUS Fund remains benefit responsive to participants eligible to take participant- directed withdrawals from the Fund. G3. Complete the table below, showing your firm’s proposed annual fee, as a percentage of plan asset s, for providing record-keeping, administration, participant services, plan sponsor services, and on -site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven - and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. ASSET BASED FEE, NO PROPRIETARY PRODUCTS For serving as sole provider, ICMA -RC’s minimum annual revenue requirements for the specified contract terms are listed below. Any recordkeeping revenue received from investment companies above our revenue requirement would be provided to the plan as an administrative allowance. CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year 0.325% - 7 year 0.309% No 10 year 0.295% No * Willing to offer pricing without guaranteed extended term G4. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a percentage of plan asset basis with the use of any such proprietary offerings and state the required product(s) or service(s). ASSET BASED FEE, WITH PROPRIETARY PRODUCT(S) For ser ving as sole provider, ICMA-RC’s minimum annual revenue requirements for the specified contract terms are listed below. Any recordkeeping revenue received from investment companies above our revenue requirement would be provided to the plan as an administr ative allowance. These fee proposals are based on the plan sponsor making available the Vantagepoint PLUS Fund as the sole stable value fund administered by ICMA -RC. CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year 0.323% - VantagePoint Plus Fund 7 year 0.307% No VantagePoint Plus Fund 10 year 0.293% No VantagePoint Plus Fund * Willing to offer pricing without guaranteed extended term ICMA -RC retains full discretion to release employer-initiated Vantagepoint PLUS Fund withdrawals in an orderly manner over a period of up to 12 months from the date ICMA -RC receives written notification from the ATTACHMENT A employer that it is initiating withdrawals f rom the Vantagepoint PLUS Fund. This restriction on employer withdrawals from the Vantagepoint PLUS Fund does not apply to participant directed withdrawals from the Fund. The Vantagepoint PLUS Fund remains benefit responsive to participants eligible to ta ke participant- directed withdrawals from the Fund. Transfers to another provider may be restricted if an employer elects to replace the Vantagepoint PLUS Fund. G5. Would you include the accounts and/or assets invested through the SDBA in the calculation of the revenue requirement provided? (Yes/No) ☑ Yes ☐ No G6. If the Plan Sponsor uses your Firm’s contract, describe your termination language (at -will versus for cause, required advance notice timing for termination, etc.). Describe: (200 word limit) All te rmination provisions (including the consequences of termination) impact our pricing formula and should be addressed (cause terminations or otherwise) in the administrative services agreement. Also, certain investment options Vantagepoint PLUS Fund may have withdrawal restrictions or other consequences as specified below. ICMA -RC requires sixty calendar day notice to transfer assets to a new administrator. Additional lead time may be required to administer funds outside of our fund platform. ICMA -RC retains full discretion to release employer -initiated Vantagepoint PLUS Fund withdrawals in an orderly manner over a period of up to 12 months from the date ICMA -RC receives written notification from the employer that it is initiating withdrawals from the Vantagepoint PLUS Fund. This restriction on employer withdrawals from the Vantagepoint PLUS Fund does not apply to participant directed withdrawals from the Fund. The Vantagepoint PLUS Fund remains benefit responsive to participants eligible to take participant-directed withdrawals from the Fund. G7. State which products (General Account, Self-Directed Brokerage, Managed Accounts, etc.) are not subject to your revenue requirement, if any. Describe: (100 word limit) All participant fund options are subject to the revenue requirement. G8. Provide a fee schedule for the self-directed brokerage account (SDBA) option. Be sure to include set-up and maintenance fees as well as trading costs. Brokerage Fee Fees Set -up Fee: $50 Annual Maintenance Fee: $0 Trading Costs Online Broker Assisted Per Stock Trade: $0.00 $0 commission applies to online U.S. exchange-listed stocks, ETFs, and option trades. $0.65 per options contract fee, with no exercise or assignment fees. A $6.95 commission applies to online trades of over -the -counter (OTC) stocks which $24.99 ATTACHMENT A includes stocks not listed on a U.S. exchange. Per Bond Trade (cost range): Treasuries at Auction – No commission Bond and CD Trades – On a net yield basis All buy orders for bonds are subject to a five -bond ($5,000 par value) minimum. Online CD buy orders are subject to a two-CD ($2,000 par value) minimum. Treasuries at Auction – No commission Bond and CD Trades – On a net yield basis All buy orders for bonds are subject to a five -bond ($5,000 par value) minimum. Online CD buy orders are subject to a two-CD ($2,000 par value) minimum. Per Mutual Fund Trade (cost range): No -Transaction Fee (NTF) – No commission No -Load Funds – $25.00 Load Funds – No commission No -Transaction Fee (NTF) – No commission No -Load Funds – $25.00 Load Funds – No commission G9. Do you receive revenue from the SDBA option? (Yes/No) What revenue do you receive from the SDBA option? ☑ Yes ☐ No Amount of revenue as a (%) 0.005% per quarter for 2020, 0.0% after 2020. G10. Would you include the revenue received for SDBA assets in the revenue calculation? (Yes/No) ☑ Yes ☐ No G11. If applicable, will your Firm credit all revenue received from assets invested in the SDBA back to the participant accounts associated with the SDBA investment? (Yes/No) ☑ Yes ☐ No G12. Are you able to apply a Plan Sponsor -imposed administrative fee in addition to your fee? (Yes/No) ☑ Yes ☐ No G13. Are you able to apply the Plan Sponsor -imposed administrative fee to all assets including self-directed brokerage? (Yes/No) If no, describe the process for billing SDBA assets in this regard. ☑ Yes ☐ No Describe: (100 word limit) G14. With regard to financial planning, provide a fee schedule for any related services. Fee Schedule: (100 word limit) ICMA-RC offers the preparation and delivery of a written financial plan* as follows: ▪ Goal-Specific Financial Plan – Free for participants with minimum $100,000 balance once annually. Otherwise $175 per financial plan. ▪ Comprehensive Financial Plan – Free for participants with minimum $200,000 balance once annually. Otherwise $450 per financial plan. Financial plan fees apply only to participants who choose to utilize this service. * Fee -based financial planning services are offered through ICMA -RC, a federally registered Investment Adviser. Please read all disclosure documents carefully prior to initiating any plan. ICMA-RC doesn’t provide specific tax or legal advice and doesn’t guarantee results. ATTACHMENT A G15. Describe the fee, if any, for providing investment advice, be it through the on -site representative using an online tool, or through the representative using some ot her program or approach. Describe: (100 word limit) Fees for investment advice through our Guided Pathways® Advisory Services programs are as follows: ▪ Asset Allocation Guidance – This service is available at no charge. ▪ Fund Advice – There is an annual fee of $20 for participants who choose to use this service. G16. Are fees for a financial planning service proposed by your Firm assessed to the entire participant population or only to those who use the service? ☐ Entire population ☑ Those who use it G17. Please provide a fee schedule for your online advice and managed account program. Please also indicate whether or not the revenue for these programs would apply towards any revenue or pricing requirements. Fees1 for investment advice through our Guided Pathways® Advisory Services2 programs are as follows: ▪ Asset Allocation Guidance – This service is available at no charge. ▪ Fund Advice – There is an annual fee3 of $20 for participants who choose to use this service. MANAGED ACCOUNT ASSET RANGE Opt -in Only Fee Schedule First $100,000 0.40% Next $100,000 0.35% Next $300,000 0.25% Over $500,000 No additional fee charged Under this fee schedule, no participant is charged more than $1,500 per year for Managed Accounts % Revenue applied toward recordkeeping fee 0%. The revenue for these programs will not apply towards the revenue and pricing requirements G18. Provide a list of all other non-asset based, participant-related administration expenses. PARTICIPANT ADMINISTRATION SERVICES Cost of Services ($) Loan set -up: $75 origination fee for loan applications, re-amortizations, and re -financings. This is a one -time expense. Loan maintenance: $50 annual fee for outstanding loans. In-service withdrawals: $0 Emergency withdrawals: $0 Required minimum distributions: $0 QDRO determination: Included in the QDRO processing fee, below. QDRO processing: $250 per divorce. 1 Underlying mutual fund e xpenses and plan administration fees still apply. Please consult the applicable disclosure materials for a description of these fees and expenses. 2 Investment advice and analysis tools are offered to participants through ICMA -RC, a federally registered in vestment adviser. Investment advice is the result of methodologies developed, maintained and overseen by the Independent Financial Expert, Morningstar Investment Management LLC. Morningstar Investment Management LLC is a registered investment advisor and subsidiary of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment Management LLC are not affiliated with ICMA -RC. All rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc. 3 Underlying mutual fund expenses and p lan administration fees still apply. Please consult the applicable disclosure materials for a description of these fees and expenses. ATTACHMENT A Stop payment: $0 Replacement 1099-R: $0 Wire transfer/EFT: A $15 participant fee will apply for each outgoing wire transfer requested by a participant. Should our processing bank increase the wire fees during the contract period, the increased fee will be charged to the participant accordingly. There is no charge for incoming wire transfe rs. Disbursements: $0 G19. Provide a list of all non-asset based plan sponsor-related administrative expenses. This would include special reporting charges, legal fees, administrative processing fees, communications fees, QDRO administration fees, and plan document preparation fees (including any fees to maintain, update, and/or ensure compliance of such document with the Internal Revenue Code). PLAN SPONSOR ADMINISTRATION SERVICES Cost of Services ($) Plan reporting: $0 Plan document preparation: None. Our fees are based upon adoption of our model plan document. Plan document maintenance: None. Our fees are based upon adoption of our model plan document. Identifying population eligible for required minimum distribution: $0 Lost participant/bad address search: $0 Assistance with audits: $0 Custom communications including customization of website: There are no added fees and expenses for communications, customization, and employee meetings as described in this proposal. Plan-level fund changes: $0 Participant communication/mailing: There are no added fees and expenses for communications, customization, and employee meetings as described in this proposal. G20. Identify all non-asset based participant and plan sponsor service fees not included above. ADDITIONAL SERVICES Cost of Services ($) Programming Costs Any systems programming for services that are not identified in the scope of services or that have not been proposed in this proposal is available at a cost of $150 per hour for programming, testing, and project oversight. PERFORMANCE GUARANTEES G21. Complete the following table describing the performance guarantees, if any, you propose. Disclose the dollars you are willing to put at risk for failing to meet the proposed benchmarks. Please be specific. “To Be Determined” is not an acceptable response. SERVICES BENCHMARK AMOUNT AT RISK PHONE Plan sponsor services response time: 80% of calls answered within 60 seconds. N/A ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK Participant services response time: 80% of calls answered within 60 seconds. $1,000 per year in which benchmark is not met. Return all calls to plan sponsor within: Calls returned within one (1) business day. N/A Return all calls to participants within: Calls return ed within one (1) business day. N/A STATEMENTS Participant statement mail time: Quarterly statements will be mailed and made available electronically within 12 business days, unless delivery is delayed due to factors beyond ICMA -RC’s control. $1,000 for year in which fewer than 99% of statements in aggregate meet deadline due to circumstances under ICMA - RC control. Sponsor plan statement mail time: Plan sponsor -level statements will be made available electronically within 12 business days N/A Participant online statement posting: Quarterly statements will be made available electronically within 12 business days, unless performance returns received late due to factors beyond ICMA -RC’s control. N/A Sponsor online statement posting: Plan sponsor -level statements will be made available electronically within 12 business days. N/A PARTICIPANT SERVICES Number of on-site individual meetings: Mutually agreed-upon number of on -site individual educational meetings. $1,000 per year in which the target number of meetings is not met. Number of on-site group meetings: Mutually agreed-upon number of on -site seminars. $1,000 per year in which target number of seminars is not met. Financial planning services: Mutually agreed-upon number of group seminars or days on site. $1,000 per year in which target number of seminars is not met. Plan participation rate increases: To be mutually agreed upon by ICMA -RC and the City based on current participation rate. $1,000 per year in which the target is not met. Deferral rate increases: To be mutually agreed upon by ICMA -RC and the City based on current deferral rate. $1,000 per year in which the target is not met. TRANSITION Timeline: Transition of assets to ICMA -RC by agreed upon deadline and with a blackout period of no more than two (2) business days following the receipt of reconciled assets and records. $1,000 if delay caused by factors controllable by ICMA- RC. Deliverables: Establish key milestones and deliverables mutually agreed upon between the City, the current record keeper, and ICMA-RC. N/A On-site meetings: Mutually agreed-upon number of transition seminars based on the scenario determined by the City. $1,000 if agreed-upon number of transition seminars does not occur. ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK ADMINISTRATION Contribution posting: If received in good order before 1:00 p.m. Pacific Time on a normal business day, contributions will post as of the close of business that day. N/A Withdrawals processed: Withdrawal requests are processed within three business days following the date the request is received in good order. N/A Emergency withdrawals processed: Payments sent within two business days following the date of receipt, if received by 1:00 p.m. Pacific Time with complete supporting documen tation and plan sponsor approval. N/A Rollovers/transfers out: Please refer to withdrawals processed; this measurement is included in withdrawals processed. N/A Loan processing (if applicable): If received in good order by 1:00 p.m. Pacific Time on a normal business day, loan requests submitted via Account Access will be processed as of the close of business that day. N/A PLAN SPONSOR SERVICES Report delivery: Monthly reports available within EZLink within seven business days after end of calendar month. N/A Training: Mutually agreed upon training for the City’s benefits staff. N/A OVERALL SATISFACTION Draft and distribute survey: Survey schedule to be mutually agreed upon between the City and ICMA-RC. N/A Satisfaction survey score: Measurement system to be mutually agreed upon between the City and ICMA -RC. N/A G22. Will you agree to provide reports to the Plan Sponsor that detail all service performance benchmarks and whether or not they are being met? (Yes/No) If yes, how frequently are the reports available? ☑ Yes ☐ No Frequency: Annually G23. As it pertains to the performance guarantees referenced above, have you ever had to make payments to any clients for failure to perform on these types of guarantees? (Yes/No) If yes, please state how many times over the last three (3) years such payments have been made. ☑ Yes ☐ No # of times payments made: None FEE ADMINISTRATION ATTACHMENT A G24. If the final investment line -up selected were to generate some amount of revenue sharing, will you rebate any and all revenue above the contracted amount? (Yes/No) If yes, when or how frequently would this rebate occur (monthly or quarterly)?  Yes ☐ No Frequency: Quarterly. G25. If the Plan Sponsor desires to assess participants a Plan Sponsor -imposed asset -based fee to offset Plan administration-related expenses, will your Firm assess this fee on behalf of the Plan Sponsor and return those collected fees to the Plan(s) as they are collected? (Yes/No) If yes, briefly describe , addressing the frequency of the fee and how it would be calculated and assessed.  Yes ☐ No Describe: (100 word limit) The fee would be processed monthly based on participant average balances. Per - account fees are assessed quarterly. G26. What are the Plan Sponsor’s options in terms of the setup of the account to hold such assets, and in what investment may the assets be invested? Does this investment option have to be on the core menu? Account option(s) ICMA -RC would set up an account for the administrative allowance. If the employer wishes to use the funds for reasonable plan expenses, the employer sends ICMA -RC a request for the funds as they deem necessary, and we process the request and send out a che ck. Investment Choice(s) Assets are invested in a fund of the plan’s choosing. G27. Does this investment option have to be on the core menu? (Yes/No) ☐ Yes  No G28. Will your Firm hold onto these assets in the plan/trust? (Yes/No) If yes, briefly descri be how the Plan Sponsor would access the assets held in this account?  Yes ☐ No Describe: (100 word limit) ICMA -RC would set up an account for the administrative allowance where these assets are invested in a fund of the plan’s choosing. For revenue received from fund companies in excess of our minimum annual revenue requirement, we calculate the administrativ e allowance either quarterly or annually and when requested deposit the excess funds into the plan’s administrative allowance account. If the employer wishes to use the funds for reasonable plan expenses, the employer sends ICMA -RC a request for the funds as they deem necessary, and we process the request and send out a check. G29. Will you provide an account statement report no less than quarterly for the Plan Sponsor Account? (Yes/No)  Yes ☐ No G30. Will the statement label all cash flows and dates of each transaction? (Yes/No)  Yes ☐ No G31. Will your Firm, if directed, apply a hard dollar annual per participant fee cap? (Yes/No) ATTACHMENT A For example: The plan sponsor may wish to assess participants a plan administration fee of 0.10% of assets, but only to a maximum of $150 per year. (Participant with over $150,000 in assets would pay a maximum of $150 and the 0.10% would not be applied to balances greater than $150,000.)  Yes ☐ No G32. Will your Firm, if directed, credit revenue share from the investment providers towards offsetting any per- participant plan administration fee? (Yes/No)  Yes ☐ No G33. Will your Firm, if directed, return revenue share from investment providers in a pro -rata fashion directly back to the participants who had invested in those funds each quarter, if so directed by the Plan Sponsor? (Yes/No) For example: Participant A invests in Fund A and Fund B. Fund A generates 0.25% in revenue share annually and Fund B generates 0.15% annually. Participant A holds 0.5% of the Plan’s total investment in Fund A and 0.5% of the Plan’s total investment in Fund B. Each quarter 0.5% of the revenue received or credited from Fund A would be reimbursed into Participant A’s account and 0.5% of revenue from Fund B would be reimbursed into Participant A’s account. Other participants with different proportionate shares of the Plan’s total investments in Fund A and Fund B would receive different reimbursements in accordance with their proportional share of those funds.  Yes ☐ No G34. Will your Firm apply different revenue share rebate credits and/or administrative fee offsets at the participant level as applicable to each fund? (Yes/No) For example: A participant invests in Fund A, Fund B and Fund C. Fund A generates 0.25% in revenue share annually, Fund B generates 0.10% annually and Fund C generates no revenue sharing. The plan sponsor has elected to assess all participants a 0.10% administrative fee annually that can be partially or fully offset by any fund revenue sharing. Accordingly, participant assets that are invested in Fund A that shares 0.25% would receive an account credit of 0.15% based on the assets in Fund A; participants in Fund B would receive no credit and no applicable administrative charge assessed to the assets in Fund B; and participants in Fund C would be charged the full 0.10% on the assets invested in Fund C.  Yes ☐ No G35. As a requirement to contract with the Plan Sponsor, will you commit in writing to specifically disclosing all revenues received from the investment options and services you offer to the Plan Sponsor? (Yes/No)  Yes ☐ No G36. The Plan Sponsor may be exploring different fee collection models from participant accounts. Is your Firm able to implement a hybrid model where fees are collected on both a per -head fee and an asset -based fee? (Yes/No)  Yes ☐ No G37. Is your Firm able to implement a minimum fee cap where smaller accounts do not pay an additional administrative tack-on fee? (Yes/No)  Yes ☐ No ATTACHMENT A G38. Is your Firm able to implement a maximum fee cap where larger accounts do not pay an additional administrative tack-on fee once they hit a breakpoint? (Yes/No)  Yes ☐ No G39. Will your firm provide a Plan Sponsor Admin Account report detailing all transactions as frequent as monthly and no less than quarterly? (Yes/No)  Yes ☐ No G40. Will your firm provide a description of each transaction in the Plan Sponsor Admin Account report? (Yes/No)  Yes ☐ No H. REFERENCES Current Governmental Client References Provide the following information for four (4) governmental employers with plan assets of less than $25 million for which your Firm presently provides 457 Plan record keeping and plan administration services. Select a contact person for each plan who has managerial/committee member responsibilities associated with the plan. Client name: City of La Habra Client name: City of Cypress Contact name & title: Elvie Balderrama, HR Director Contact name & title: Regina Nguyen, HR Administrator Contact phone number: (562) 38 3-4479 Contact phone number: 714-229-6689 E-mail address: ebalderrama@lahabraca.gov E-mail address: rnguyen@cypressca.org Plan inception date: 01/1984 Plan inception date: 05/1985 Total plan assets: $18M Total plan assets: $16M Client name: City of Vernon Client name: Dublin San Ramon Contact name & title: Michael Earl, HR Director Contact name & title: Michelle Gallardo, HR & Risk Manager Contact phone number: (323) 583-8811 Contact phone number: (925) 875-2289 E-mail address: mearl@ci.vernon.ca.us E-mail address: gallardo@dsrsd.com Plan inception date: 11/1982 Plan inception date: 11/2018 Total plan assets: $25M Total plan assets: $20M Former/Terminated Client References Provide the following information for four (4) governmental employers for which your Firm has, in the last five years (but does not presently), provided 457 Plan record keeping and plan administration services. Provide a contact person who has/had managerial/committee member responsibilities associated with the plan. Client name: City of Wilsonville Client name: Otay Water District Contact name & title: Andrea Villagrana, HR Manager Contact name & title: Kelli Williamson, HR Manager Contact phone number: (503) 570-1519 Contact phone number: (619) 670-2227 ATTACHMENT A E-mail address: villagrana@ci.wilsonville .or.us E-mail address: kwilliamson@otaywater.go v Plan inception date: 10/2017 Plan inception date: 05/2019 Total plan assets: $2M Total plan assets: $8M Client name: City of Whittier Client name: Washington County Contact name & title: Monica Lo Contact name & title: Lee Lamirault, DCC Chair, Benefits Specialist Contact phone number: (562) 567-9810 Contact phone number: (503) 846-8686 E-mail address: mlo@cityofwhittier.org E-mail address: lee_lamirault@co.washingt on.or.us Plan inception date: 11/2017 Plan inception date: 09/2018 Total plan assets: $12M Total plan assets: $50M Transition References Provide the following information for four (4) governmental 457 plans with plan assets of less than $25 million each, for which you have performed an incoming plan asset and participant date transition within the past three years. Select a contact person at each client that was directly involved with the transition process. Client name: City of Watsonville Client name: Tualatin Valley Water District Contact name & title: Marisa Bermudez, Payroll Analyst Contact name & title: Amy Blue, HR Director Contact phone number: (831) 768-3474 Contact phone number: (503) 848-3015 E-mail address: Marisa.bermudez@cityo fwatsonville.org E-mail address: Amy.heinlen@tvwd.org Plan inception date: 01/2020 Plan inception date: 02/2017 Total plan assets: $20M Total plan assets: $5M Client name: City of La Habra Client name: Dublin San Ramon Contact name & title: Elvie Balderrama, HR Director Contact name & title: Michelle Gallardo, HR & Risk Manager Contact phone number: (562) 38 -4479 Contact phone number: (925) 875-2289 E-mail address: ebalderrama@lahabraca .gov E-mail address: gallardo@dsrsd.com Plan inception date: 01/1984 Plan inception date: 11/2018 Total plan assets: $6M Total plan assets: $20M ATTACHMENT A Section 5ATTACHMENT A A. FIRM STRENGTH, EXPERIENCE AND QUALIFICATIONS 1 A1. Provide a single main contact for all matters related to this RFP. Name: Samuel McGibbon Title: Vice President Address: 5042 Tamarac Street City, State: Denver, CO 80238 Phone: (303) 229-6720 E-mail: Samuel.Mcgibbon@LFG.com A2. Complete the chart indicating the year you were founded and began offering administration services: Firm was founded: 1905 457 public sector plans: 1981 401 public plans: 1950 Healthcare trusts: 1968* *Began providing services for 403(b) plans A3. Complete the chart describing your business. Public or privately held: Publicly traded organization Parent location: Radnor, Pennsylvania Business structure: Lincoln Financial Group 2 is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. Through our affiliated companies, Lincoln offers: • Retirement services • Life insurance • Annuities • Group protection Parent company name: Lincoln National Corporation Number of subsidiaries: LNC affiliates related to retirement plan servicing include: • The Lincoln National Life Insurance Company (LNL), the wholly owned subsidiary of LNC. LNL’s wholly owned subsidiaries are: − Lincoln Financial Advisors Corporation − Lincoln Financial Distributors Inc. − Lincoln Retirement Services Company, LLC (LRSC) o Lincoln Financial Group Trust Company Inc. (LFGTC), the wholly owned subsidiary of LRSC 1 The information provided in response to this section of the Request for Proposal constitutes trade secrets and commercial information considered to be confidential in nature to be used solely for evaluation purposes and which will not be disclosed to third parties without Lincoln’s prior written consent. 2 Except where indicated otherwise, for the purposes of this proposal, Lincoln Financial Group or Lincoln refers to Lincoln Retirement Services Company, LLC only. ATTACHMENT A A4. Complete the following chart showing total company revenue and retirement plan services revenue. Year Total Company Revenue ($) Retirement Plan Services Revenue ($) 2019 $18.05 billion $1.20 billion 2018 $16.42 billion $1.18 billion 2017 $14.26 billion $1.17 billion 2016 $13.33 billion $1.10 billion A5. List your insurance policies and limits applicable to the solicitation. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omissions Lincoln maintains a comprehensive insurance program appropriate for a publicly traded company of its financial size, strength, and stability. Lincoln is committed to working with the City to satisfy the City’s insurance concerns. Lincoln maintains the following major insurance coverages: • Insurance Company Professional Liability Insurance (Error and Omissions) • Cyber Insurance • General Liability Insurance • Fidelity Bonds • Director & Officers Liability Insurance • Umbrella • Auto • Workers Compensation • Property Lincoln can provide evidence of these coverages reflecting the limits requested by the City. Directors & Officers General Liability Financial Instl. Bond Cyber Security Workman Comp Auto A6. As of the RFP issue date, were there any discussions or pending agreements to purchase another organization, or to sell or merge any part of your organization? Any ownership changes in the last 5 years? (Yes/No) If yes, explain. Yes/No Year Brief Description (50 word limit per line) Purchase: * Merge: * Sell: * Ownership Changes: No In May 2018, Lincoln National Corporation completed its acquisition of Liberty Life Assurance Company of Boston from Liberty Mutual Insurance Group. Lincoln does not comment on any material nonpublic matters, including any potential merger and/or acquisition activity. *As a publicly traded organization, Lincoln is subject to the Securities Exchange Commission’s Regulation FD. In accordance with the requirements of the Regulation, Lincoln does not comment privately on any material non- public matters, including any potential merger and/or acquisition activity. A7. Has your organization ever filed for bankruptcy or otherwise become insolvent? (Yes/No) Yes/No Date Bankruptcy No Insolvent No ATTACHMENT A A8. If your organization or parent company has a credit rating, provide your ratings from the organizations listed below. For insurance companies, include the financial strength rating, as well as your counterparty credit rating. If rated by some other service, provide the organization name and rating. If your company and/or subsidiary unit is rated by an outside agency, provide only the most recent rating agency report and label it Exhibit 1. Rating Organization Financial Rating Financial Strength Rating Counterparty Credit Rating Date of Last Rating Fitch: A+ A+ A- 12/31/2019 Moody’s: A1 A1 Baa1 12/31/2019 S&P: AA- AA- BBB+ 12/31/2019 Other: A.M. Best A+ A.M. Best A+ A- 12/312019 Please refer to Exhibit 1 for our most recent rating agency report. A9. Provide the following key financial information for your company for their last two calendar or fiscal year end: FINANCIAL METRICS 2019 2018 Total Revenue: $17.25 billion $16.42 billion Net Income: $866 $1,641 Current Ratio: >200% 215% Quick Ratio: N/A N/A Debt to Equity Ratio: 32% 35% *Current ratio for 2019 is an estimate. A10. State whether the Proposing Firm is currently involved in any litigation, threatened litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition, unpaid judgments or other action that could have an adverse impact on your ability to provide the required needs as outlined in this RFP. (Yes/No) If yes, please describe the nature of the item and its potential impact on the Firm’s operations. Lincoln National Corporation and its affiliated entities are periodically subject to legal actions in the ordinary course of its business. We do not expect these legal actions to hinder our ability to provide recordkeeping and administration services to the City. For a description of Lincoln’s legal actions that have been disclosed pursuant to applicable Securities and Exchange Commission regulations, please see our public filings at www.LFG.com. The public filings can be found here. Case and Number: State Venue Year Filed Civil/ Criminal Litigation Amount Status (pending/settled/closed) Please see our response above. Investigation(s) Brief Description (limit 100 words) Please see our response above. Other(s) Brief Description (limit 100 words) Please see our response above. ATTACHMENT A A11. Has your parent company, organization or any of your local service representatives assigned to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. Company/Individual Name(s) Year Regulatory Agency Violation No. A12. Has any subcontractor that would be part of the service delivery to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. Contractor/Individual Name(s) Year Regulatory Agency Violation No. A13. Complete the following table with total number of employees represented by each: TOTAL NUMBER OF EMPLOYEES (#) 2019 2018 2017 2016 2015 Firm employees: 11,357 11,394 9,245 9,245 9,516 Working on DC plans: 1,143 1,150 1,171 1,168 1,321 Solely serving public sector plans: 1,143* 1,150* 1,171* 1,168* 1,321* * Our employees are trained to support all retirement plans, regardless of the market type. A14. Complete the following table regarding plan usage for each: Total assets invested in the Firm’s proprietary investment products by DC plans for which you provide recordkeeping: $20.4 B Total assets invested in non-proprietary investment products within DC plans for which you record keep: $58.3 B Total assets invested in the Firm’s Managed Account Program: $41.5 million* % of governmental plans using managed accounts: 1,311** % of governmental participants using managed accounts: 71** Average govt. participant utilization rate as a % for those plans offering Managed Accounts: <1% ***Lincoln makes available the Morningstar managed account service to participants for a fee of 0.45% annually on all assets. We also make available online access to Morningstar’s free advice service on the participant website. The advice service is more popular with our participants, which has limited the assets invested in the managed account service. **Represents all Lincoln plans and participants as we do not track public sector clients separately. A15. Complete the following tables for Public Sector retirement plan clients you recordkept: At Lincoln, we are committed to being passionate about ensuring a positive, personal experience for governmental plan sponsors and their participants. With more than a thousand 457(b) plans, we understand how to meet the unique needs of governmental plan sponsors. Lincoln has 39 years of experience with: • Engaging a diverse workforce • Providing face-to-face participant education • Streamlining plan administration and managing plan complexities • Optimizing plan design for defined benefit to defined contribution plan transitions ATTACHMENT A " Providing access to a tailored solution to best fit plan sponsor needs Our commitment to governmental plan sponsors led us to conduct a study so we could better understand their needs and challenges. From this study, we have developed a service offering that allows us to navigate the complex governmental market to build the right solution for each plan. Additionally, our dedication to personal service means we get to know our partners, clients, and participants so we can provide a custom solution that helps participants achieve better retirement outcomes. As a testament to our commitment to partnering with governmental clients, Lincoln recently won first place at the Plan Sponsor Council of America Signature Awards for Excellence in Plan Communications for our increasing participation campaign for the Port of Portland. This campaign targeted nonparticipating employees via email to encourage them to use Click2Meet to schedule appointments with their on-site retirement consultant. Results of the campaign included: " 15% of recipients scheduled a meeting with their Lincoln retirement consultant " 10% of recipients enrolled in the plan for the first time " 2% of recipients rolled in assets from another qualified plan For more information on our experience with government plan sponsors and how we serve them, please click here. TOTAL ASSETS ($) 2019 2018 2017 2016 2015 All Defined Contribution $10.2 B $8.9 B $9.1 B $8.2 B $7.4 B 457 $3.2 B $2.9 B $3.0 B $2.7 B $2.2 B 401(a) $445 M $385 M $400 M $310 M $276 M 401(k) $422 M $498 M $398 M $344 M $344 M PST plans Not tracked Not tracked Not tracked Not tracked Not tracked Healthcare Trusts $133 M $68 M $54 M $46 M $42 M *403(b) public sector plans TOTAL PARTICIPANTS (#) 2019 2018 2017 2016 2015 All Defined Contribution 212,526 209,079 204,467 199,058 190,255 457 63,943 69,430 67,507 65,594 60,109 401(a) 10,802 10,582 9,995 7,400 7,224 401(k) 10,256 10,335 7,449 7,347 7,800 PST plans Not tracked Not tracked Not tracked Not tracked Not tracked Healthcare Trusts 16,301 10,842 6,416 5,973 5,178 The above Healthcare Trusts numbers were provided by Educators Benefit Consultants, LLC (EBC), a third party that Lincoln partners with to serve HRA plans. Committed to the government market $3.7 billion in assets in the government market Converted 33 plans totaling $381 million from the government market in the last two years Nearly 1,200 governmental plan sponsors ATTACHMENT A A16. Complete the following tables for Public Sector 457 DC retirement plan participants you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 1,164 $1 B 789 150 to 500 participants: 38 $415 M 27 501 to 2,500 participants: 18 $1.1 B 14 2,501 to 5,000 participants: 1 $244 M 1 5,001 to 10,000 participants: 1 $557 M 1 Over 10,000 participants: 0 $0 0 TOTAL 1,222 $3.5 B 832 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 1,172 $992 M 811 $10 million to $100 million: 45 $1.2 B 16 $101 million to $200 million: 2 $240 M 2 $201 million to $500 million: 2 $462 M 2 Over $500 million: 1 $557 M 1 TOTAL 1,222 $3.5 B 832 A17. Complete the following tables for Public Sector 401(a) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 104 $145 M 94 150 to 500 participants: 9 $110 M 6 501 to 2,500 participants: 3 $193 M 3 2,501 to 5,000 participants: 0 $0 0 5,001 to 10,000 participants: 0 $0 0 Over 10,000 participants: 0 $0 0 TOTAL 116 $448 M 103 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 108 $145 M 99 $10 million to $100 million: 7 $147 M 3 $101 million to $200 million: 1 $156 M 1 $201 million to $500 million: 0 $0 0 Over $500 million: 0 $0 0 TOTAL 116 $448 M 103 A18. Complete the following tables for Public Sector 401(k) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 150 participants: 61 $93 M 58 150 to 500 participants: 2 $29 M 2 501 to 2,500 participants: 4 $302 M 4 2,501 to 5,000 participants: 1 $186 M 1 5,001 to 10,000 participants: 0 $0 0 Over 10,000 participants: 0 $0 0 ATTACHMENT A Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans TOTAL 68 $610 M 65 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 62 $98 M 59 $10 million to $100 million: 4 $206 M 4 $101 million to $200 million: 2 $306 M 2 $201 million to $500 million: 0 $0 0 Over $500 million: 0 $0 0 TOTAL 68 $610 M 65 A19. Complete the following tables for Public Sector Healthcare Trusts you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole- Provider Plans Under 100 participants: 47 $7.9 M 47 101 to 250 participants: 10 $15.5 M 10 251 to 500 participants: 2 $4.6 M 2 501 to 1,000 participants: 2 $18.9 M 2 1,001 to 5,000 participants: 4 $37.6 M 4 Over 5,000 participants: 1 $48.5 M 1 TOTAL 66 $133 M 66 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $5 million: 60 $29.2 M 60 $5 million to $10 million: 2 $14.2 M 2 $10 million to $50 million: 4 $89.6 M 4 $50 million to $100 million: 0 0 0 Over $100 million: 0 0 0 TOTAL 66 $133 M 66 The above numbers were provided by EBC, a third party that Lincoln partners with to serve HRA plans. A20. Complete the following table regarding the number of public sector defined contribution retirement plans (irrespective of entity type) you have won/lost. This response should include cases in which you elected not to re-bid and should not include cases in which you were retained with no meaningful growth in assets upon retention. Clients Won 2019 2018 2017 2016 2015 2014 Under $20 million: 19 15 21 8 22 13 $20 million to $100 million: 2 3 0 2 5 1 $101 million to $200 million: 0 0 0 0 3 0 $201 million to $500 million: 0 0 0 0 0 1 Over $500 million: 0 0 0 0 0 0 Total 21 18 21 10 30 15 Clients Lost 2019 2018 2017 2016 2015 2014 Under $20 million: 2 6 4 5 5 0 $20 million to $100 million: 0 2 0 1 2 0 ATTACHMENT A Clients Lost 2019 2018 2017 2016 2015 2014 $101 million to $200 million: 0 0 0 0 0 0 $201 million to $500 million: 0 0 0 0 0 0 Over $500 million: 0 0 0 0 0 0 Total 2 8 4 5 7 0 A21. Does your organization have any affiliations with, or endorsements from, any public or private organizations and/or industry groups, etc.? (Yes/No) If yes, describe the relationship, and include a description of whether or not it is a monetary relationship. No. However, Lincoln provided sponsorship to the following organizations: Organization Name Monetary Relationship (Y/N) Amount of Contribution Length of Relationship National Association of Government Defined Contribution Administrators Inc. Y $16,000 Five years Government Finance Officers Association Y $9,000 Five years State and Local Government Benefits Association Y $15,000 Nine years National Association for Police Organizations Y $40,000 Five years Florida Police Benevolent Association Y $27,000 Five years Palm Beach Police Benevolent Association Y $20,000 Five years B. RECORD KEEPING, CYBER SECURITY AND CUSTODY RECORD KEEPING: B1. Complete the table below regarding your recordkeeping system: Response Is your recordkeeping system proprietary? (Yes/No): No. Lincoln leases the system from SS&C Technologies Inc. Used since: The system has been in existence since 1991. Lincoln began using it in 2011. Number of participants on the system: 8.3 M* Number of plans on the system: 371,521* Is the system server-based or mainframe-based? Mainframe – We have found that mainframe systems deliver greater system stability and are better suited for high-volume transaction processing than server-based systems. *Numbers represent total participants/plans on the SS&C system across all vendors using the system. As of March 31, 2020, Lincoln has 989,879 participants with assets and 1,498 plans on the system. B2. Provide a copy of the Firm’s SOC 1 and SOC 2 audit reports. Include copies in the Exhibit Folder and label it Exhibit 2. Lincoln’s recordkeeping system is leased from SS&C, an independent third party. Their system has long held a SOC 1 report and is evaluating the addition of a SOC 2 in the future. Currently, the recordkeeping system, including internet security, is audited by Ernst & Young, an independent accounting firm. An annual SOC 1 report is created based on the results of the audits. ATTACHMENT A Lincoln’s cybersecurity program and practices are rigorously examined by both internal and external auditors each year. The results of these audits and assessments are promptly reviewed and action is taken on any findings as appropriate. Please refer to Exhibit 2 for our annual SOC 1 report. B3. Provide control objective results from your most recent system audit, including number of exceptions or deviations noted. Include a copy in the Exhibit Folder and label it Exhibit 3. Please refer to Exhibit 3 for control objective results from our SOC 1. There were no deviations found from the most recent system audit. B4. Will you provide access, with reasonable notice, to parties authorized by the Plan Sponsor for the purpose of performing any audit or reviews that are deemed necessary? ☒Yes ☐No B5. Are there particular file formats that must be utilized when submitting payroll contributions and loan deduction data to your Firm? List the formats. ☒Yes ☐No File Format Options Lincoln provides a payroll system that is clear and easy to use. Using Lincoln’s standard file layout, the City can submit their payroll online or through direct transmission via Secure File Transfer Protocol (SFTP). An experienced payroll specialist will guide the City through any necessary changes and will test the new file before going live. Please refer to Exhibit 10 for the payroll file layout. B6. What is the daily deadline time in the Plan Sponsor’s time zone for you to receive the contribution file and funds and complete the investment of those contributions into the appropriate fund(s)? Daily time deadline Contributions must be received by 1 p.m. PT to be posted the same day. Files and funds received after the close of the New York Stock Exchange will be applied the following business day. B7. As it relates to your record keeping system, what is the timeframe for participants to report errors after discovery? # of days to report error Accuracy in transaction processing is fundamental to earning the trust of employees. Participants have 90 days after we mail/email their quarterly statement to report errors. B8. Will you agree to make participants and/or the Plan(s) whole for any and all record keeping and/or administrative errors within your control and is there any limit? (Yes/No) Make participants/Plan whole for errors (Y/N) Yes Dollar limit Yes Time limit Yes B9. Can your Firm tier the investment menu (meaning break up the core menu into sections with asset allocation funds in one tier and the core menu in another) on paper forms? (Yes/No) On the website/mobile? (Yes/No) Paper forms: ☐Yes ☒No Website/mobile: ☐Yes ☒No ATTACHMENT A B10. Does your Firm offer a Roth 457 account deferral feature? (Yes/No) ☒Yes ☐No B11. Does your Firm offer a Roth 457 in-service account conversion feature? (Yes/No) ☒Yes ☐No B12. If a participant is contributing to both traditional pre-tax and Roth after-tax, can they choose a different investment allocation for each (traditional versus Roth)? (Yes/No) ☒Yes ☐No B13. Does your self-directed option allow participants a traditional or ROTH account choice? ☒Yes ☐No B14. Does your self-directed option allow participant to have a traditional and ROTH account concurrently? ☒Yes ☐No B15. Do your participant statements show pre-tax and Roth after-tax contributions separately so participants can track these investments separately? ☒Yes ☐No B16. Is your Firm able to process salary deferrals in the form of both percentages and dollar amounts? ☒Yes ☐No Participants can have multiple elections for pre-tax and Roth deferrals. However, the deferral election cannot be separate for regular salary and bonus nor a percentage for one compensation definition and a dollar election for another compensation definition. B17. Is your Firm able to move to paperless enrollment? (Yes/No) If yes, please briefly describe the process and what would be required of the Plan Sponsor. ☒Yes ☐No Description: (100 word limit) Newly eligible employees identified through payroll files are sent a welcome letter with instructions on how to register for the website. Lincoln’s streamlined enrollment experience allows employees to enroll in the plan with only a few clicks. Information on the enrollment page includes: • Deferral rate selection • Auto-increase selection • Investment selection Enrollment materials are provided to eligible employees during group or one-on-one meetings. We also make available print and online resources that allow employees to enroll through our call center or with an on-site retirement consultant. No involvement will be required of the City besides submitting payroll files. B18. Is your Firm able to move to paperless statements? (Yes/No) If yes, please briefly describe the process and what would be required of the participant(s). ☒Yes ☐No ATTACHMENT A Description: (100 word limit) Participants are defaulted into e-delivery for quarterly participant statements. They may elect to receive paper statements at enrollment or any time after enrollment, via the participant website. B19. Could paperless statements be a default setting? (Yes/No) ☒Yes ☐No CYBER SECURITY: B20. Briefly describe your data security process. Include a brief description of how access to participant data (current and archived) is controlled and monitored (i.e., who specifically can view participant account data, who can print this data, who can remove this data from your facility either on a laptop, flash drive, CD or as a printed report). Description: (300 word limit) Lincoln considers the City’s confidentiality and security among our highest priorities. Physical security Our recordkeeping system facility prevents unauthorized entry with two sets of hydraulic steel bollards, multi-layered fencing supported by a three-layer boulder garden around the facility’s perimeter, and more than 100 cameras monitoring the fence and facility. Security personnel and an armed police officer are on-site 24/7 and must use a key card to enter. Access authorization An online operator facility controls authorization to perform activities within the recordkeeping system. We secure access to the interactive voice response system (IVR) and website, which are integrated with the recordkeeping system, by using a strict access and authorization protocol based on SSNs, PINs, and passwords. The information is stored on an encrypted table within the recordkeeping system. Security breach protection We use a series of advanced controls to safeguard our systems from malicious and unauthorized activity. The prevention measures include layered firewalls, multi-zoned demilitarized zone deployments, multiple inline network intrusion prevention systems, layer 7 application firewalls, advanced malware and APT detection, correlation engines and event monitoring, and advanced forensic collection infrastructure. Data protection All of Lincoln’s Information Handling and Security Policies address various risks. These policies mandate: • Personnel using mobile and remote computing devices, who connect to Lincoln’s systems, must have an approved, updated anti-virus program installed and running. • An approved firewall must also be installed, active, and configured. Full disk encryption is required on all Lincoln laptop computers. • Lincoln computers and remote computing devices do not allow users to save information to USB drives. • Lincoln encrypts all data stored on Lincoln mobile phones. ATTACHMENT A " All information handling practices outlined in the Information Handling Policy must be adhered to when working with confidential information, even when outside a Lincoln facility. " Two-factor authentication is required for all remote access. B21. How often are your systems backed-up? Frequency of back-ups Daily B22. Are your systems backed-up offsite and if so where are the location(s)? &Yes &No Location 1: The Recovery Center is located in St. Louis, Missouri, approximately 250 miles from the Data Center in Kansas City, Missouri. B23. Do you encrypt data in storage and transit? What type of data is encrypted? &Yes &No Type of data encrypted: (100 word limit) Lincoln encrypts a multitude of data storage and transmission channels, using industry standard cryptography protocols. All NPPI transmitted across any public network must be encrypted. SFTP with an optional PGP payload encryption is most often used for flat file transfers. HTTPS/TLS is used for web applications/services. TLS is most often used for e-mail with an on-demand encryption portal also available. Lincoln uses AES 256-bit disk encryption on volumes for data at rest. All data center network storage is encrypted. Access to removeable media is technologically restricted. All mobile device data stores are encrypted. All mobile computing devices are encrypted. B24. How many system security breaches has your organization experienced in the last three years? How many were under the current system? Number of breaches in 3 years As reported in our 2019 Annual Report, Lincoln, to date, has not experienced a material security breach. Number on current system B25. Which external vendors and business partners for this procurement would you share participant information with? Describe: (100 word limit) Lincoln will only share client or account information in accordance with our Privacy Notice or pursuant to written authorization from the City. B26. What participant information do you share with external vendors or business partners? Describe: (100 word limit) Lincoln will only share client or account information in accordance with our Privacy Notice or pursuant to written authorization from the City. B27. How frequently is the security of your data audited? State the date of the most recent verification and the party that performed it and provide a summary of the assessment outcome. Frequency of audit Annually Date of last audit November 2019 ATTACHMENT A Summary: (100 word limit) Lincoln’s cybersecurity program and practices are rigorously examined by both internal and external auditors each year. The results of these audits and assessments are promptly reviewed and appropriate action is taken on any findings. In addition, Lincoln has regular penetration testing performed. The assessment outcome results are proprietary information. B28. What account security features do you offer to protect participant accounts? Multi-factor (yes/no) Yes. Unique (non-SS#) login (yes/no) Yes. However, the participant’s initial registration requires identification via SSN. After initial registration, identification is based solely on the unique user ID established by each participant. Frequency of password changes Lincoln employees must change their password every 90 days and none of the previous 12 passwords can be used. Minimum Password length Be at least eight characters B29. If a participant account is breached, do you provide third party account monitoring services? Who is the vendor? What is the length of the service offered? Lincoln has adopted policies and procedures that are designed to comply with all applicable federal and state privacy legislation and regulations governing the protection of our customer nonpublic personal information. Lincoln’s Corporate Privacy Office thoroughly investigates all possible breaches and determines appropriate next steps for remediation, which may include notifying impacted individuals and offering complimentary credit monitoring services. Do you provide third party service (Yes/No) Yes Which vendor Lincoln has agreements with both Experian and Kroll to provide an individual impacted by a breach with complimentary credit monitoring services. Length of service The length of coverage in the credit monitoring service will be dependent on the circumstances of the incident, but in no instance would the coverage be for less than one year. B30. What is your firm’s policy for reimbursing participants who have lost assets from their plan accounts due to cyber-security events (hacking, etc.) and/or fraudulent activity? Describe any limits on losses that may apply at the Participant or Plan level. Limit your response to 100 words. Policy: (100 word limit) We have a reimbursement policy for cybercrime-related losses. If participants take actions to protect their Lincoln account, we will reimburse them for the full amount of losses resulting from cybersecurity-related fraud, theft, conversion, or other unauthorized activity, if we conclude that the loss occurred through no fault of their own. CUSTODY: B31. Who would provide trustee/custodial services to the Plan? What is the length of your relations with the trustee/custodial service provider? Provider name Lincoln provides nondiscretionary trust and custodial services directly through LFGTC, our trust company. Length of relationship Eight years. ATTACHMENT A B32. Provide a listing of the custodian’s insurance coverage in the specific categories provided in the table below. POLICY TYPE Policy Limit Deductible Underwriter Errors & Omission Limits of at least $10,000,000 See below AIG Directors & Officers Limits of at least $50,000,000 See below AIG General Liability Limits of at least $1,000,000 See below Sentry Financial Instl. Bond Limits of at least $15,000,000 See below AIG Cyber Security Limits of at least $10,000,000 See below Lloyds Workman Comp Limits of at least $1,000,000 See below Sentry Auto Limits of at least $1,000,000 See below Sentry Other(s) Umbrella Insurance Limits of at least $5,000,000 See below AIG Lincoln maintains a comprehensive insurance program appropriate for a publicly traded company of its financial size, strength, and stability. Lincoln is committed to working with the City to satisfy the City’s insurance concerns. Lincoln maintains the following major insurance coverages: • Insurance Company Professional Liability Insurance (Error and Omissions) • Cyber Insurance • General Liability Insurance • Fidelity Bonds • Director & Officers Liability Insurance • Umbrella • Auto • Workers Compensation • Property We do not provide the deductibles for our insurance coverages. Lincoln can provide evidence of these coverages reflecting the limits requested by the City. C. PARTICIPANT SERVICES ON-LINE ADVICE / MANAGED ACCOUNT SERVICES: C1. If requested, will your Firm offer an on-line advice and/or managed account service to the Plan Sponsor’s participants? (Yes/No) If yes, complete the table below. Yes. ATTACHMENT A On-line Advice Service Managed Account Service Service provider: Morningstar Investment Management Morningstar Investment Management Name of service: Managed by You Managed by Morningstar Used since: Service launched in 2000 Service launched in 2000 Total number of public sector participants utilizing service: 30,261* 896* Total number of public sector plans utilizing service: 1,278* 76* Total amount of public sector assets in the service: $46.98 M* $41.5 M* Average participant utilization rate per plan: 9.34% <1% * Represents all Lincoln plans and participants as we do not track public sector clients separately. C2. Could the Plan Sponsor choose to exclude the managed account service and offer only online advice? ☐Yes ☐No C3. Can your Firm offer managed accounts only to retirees and separated participants? ☐Yes ☒No C4. Does your firm provide a managed account service that is specifically designed for retirees, including those who are taking distributions? ☒Yes ☐No Each participant who uses Managed by Morningstar receives personalized recommendations for their investment allocation and savings rates. However, at this time, Managed by Morningstar does not have strategies that specifically address decumulation of assets. Participants who need assistance with decumulation of assets can meet individually with the dedicated retirement consultant. C5. Does the distribution model used in the managed account service allow for distributions to be paid from a specific investment option (i.e., Stable Value)? ☐Yes ☒No C6. Will the representative(s) assigned to serve the Plan Sponsor’s participants provide counseling that includes using the on-line investment advice tool to help participants select an appropriate investment allocation? ☒Yes ☐No C7. Will your Firm, or the investment advice provider that you are partnered with, assume fiduciary responsibility for the investment advice given to participants? ☒Yes ☐No C8. If your Firm will partner with another firm to provide investment advice, internet-based or otherwise, will the Plan Sponsor be required to contract separately with that firm? ☒Yes ☐No ATTACHMENT A COMMUNICATION AND EDUCATION: C9. Will your Firm provide online investment advice with assistance provided by your on-site participant service representative(s)? For example, the on-site participant service representative would be expected to explain the online advice tool to the participant, perform the data entry, and generate and explain the output of the service in a one-on-one meeting. ☒Yes ☐No The on-site retirement consultant is available to assist participants with inputting information and reviewing the output. The retirement consultant can answer questions and provide education, but does not provide advice. Number of annual meetings We are proposing two days of annual on-site education, at both locations. Group meetings are typically one hour and individual meetings are typically 30 minutes. A day can consist of a combination of group and individual meetings. Total hours 16 hours Are hours inclusive or exclusive to the participant education hours proposed Inclusive C10. If applicable, what certifications, licenses and training are the individuals who provide participant investment advice required to obtain (e.g. Series, 7, 63, 65, insurance licenses, etc.)? Please only state required certifications and distinguish between local (on-site) participant representatives and home office (call center) participant representatives. On-Site (Y/N) Call Center (Y/N) FINRA Series 7 Not applicable Not applicable FINRA Series 63 Y Y FINRA Series 65 N N CFP N N CFA N N Other(s) Series 6 Series 6 Lincoln personnel, on-site retirement consultants as well as home office personnel, do not provide investment advice. However, they can provide investment education. Our retirement consultants average 12 years of industry experience, hold at least one industry designation, and undergo annual training. They are required to hold, at a minimum, FINRA Series 6 and 63 registrations, in addition to applicable state licenses. They must also earn at least one industry designation such as: • Accredited Asset Management Specialist • Certified Financial Consultant • Certified Financial Planner • Chartered Mutual Fund Counselor • Chartered Retirement Plans Specialist • Chartered Retirement Planning Counselor • Retirement Income Certified Professional ATTACHMENT A C11. Do any of these individuals assigned to this procurement have any U-4s or Disclosure Events listed with FINRA? ☒Yes ☐No Richard Graciano, retirement consultant has two disclosures. In 2016, due to a loss of income, there was a property short sale disclosure. In 2015, there was a bankruptcy disclosure. C12. Will you offer participants comprehensive financial planning services? ☒Yes ☐No C13. If yes, will you offer participants comprehensive financial planning services through a Certified Financial Planner? ☒Yes ☐No C14. Do any of the individuals who provide financial planning services have any U-4s or Disclosure Events listed with FINRA? ☐Yes ☒No C15. Are you proposing any financial planning service day(s) as part of your bid? No. Number of annual meetings Not applicable Total hours Not applicable Are hours inclusive or exclusive to the participant education hours proposed Not applicable C16. How many on-site service representatives are being proposed for servicing this Plan Sponsor? Number of on-site service representative(s) One C17. Describe the physical and personnel resources you will either provide to or need from the Plan Sponsor for on-site services such as office space, conference rooms and clerical/administrative support for meeting arrangements as relevant to the services provided. Onsite resources: (100 word limit) For on-site services, we will require office space or conference room availability. No clerical/administrative support from the City is necessary. Through the online appointment manager, Click2Meet, participants can schedule one-on-one meetings with their retirement consultant. The easy-to-use tool allows participants to: • View the retirement consultant’s on-site availability • Choose a time and location for an appointment • Provide information on topics to discuss during the meeting • Cancel or change existing appointments Click2Meet is available during implementation and through the life of the plan. It eases the administrative burden for both participants and the City and reduces the number of appointment cancellations. C18. Complete the following for the primary service representative that would be assigned to the Plan Sponsor to directly interact with participants. Representative #1 Name: Richard Graciano Years at Firm: Three years Years in industry: 24 years Location (City, State): West Covina, California ATTACHMENT A Representative #1 Total number of client accounts serviced: Four Total assets serviced: $300 million Total number of participants serviced: 4,000 Highest Academic degree Achieved: Bachelor’s degree in Business Administration Professional Credential(s): Richard holds life and health state insurance licenses. FINRA/Insurance License(s): Richard is FINRA Series 7, 63, and 66 registered. Typical work schedule (days and hours): Monday – Friday, 8 a.m. PT – 5 p.m. PT. Contracted turnaround time for returning emails and/or phone calls: Within 24 hours Beth Pieri, account manager, is committed to returning phone calls within four hours. C19. What FINRA/insurance licenses are required for on-site participant service representatives? Required FINRA Series Our retirement consultants are required to hold FINRA Series 6 and 63 registrations. Required Insurance Licenses Applicable state licenses C20. Would the participant service representative work out of his/her house or an office? ☐Home ☐Office ☒Both C21. Will the Plan Sponsor be able to participate in the selection of the on-site participant service representative(s) assigned to the account? (Yes/No) ☒Yes ☐No C22. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the personnel assigned to the account? Describe: (200 word limit) Our success as a retirement plan provider is determined by our plan sponsors. We will assign new personnel to the account if the City is not satisfied with their assigned team. If the City is not satisfied with their retirement consultant, they may contact Randy Massey, Assistant Vice President – Participant Engagement, to request a new one. C23. Will you provide on-site, individual meetings and group sessions at sites and times specified by the Plan Sponsor? ☒Yes ☐No C24. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site annual enrollment/education commitment. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed annual number of on-site service hours: 16 hours Proposed annual number of on-site service days: Two days C25. Complete the table on compensation structure for any employee, certified financial planner, and contractor (including the on-site participant service representatives) of your organization who would meet face-to-face with the participants and whether this compensation is one-time, recurring or varies based on the investments or products chosen by the participant. % Fixed Compensation % Bonus Employment Status (W2 Employee or 1099 Contractor) ATTACHMENT A Account representative Not applicable Not applicable Not applicable Phone representative Not applicable Not applicable Not applicable Education representative 85% 15% W2 employee Investment advice representative Not applicable Not applicable Not applicable Bonus payment criteria (50 word limit) Retirement consultant, Richard Graciano, is a salaried employee. He is eligible for a bonus, which is aligned to meeting the goals and objectives of each plan sponsor she serves. There are no incentives based on the investment options chosen within the plan. C26. Are your on-site participant service representatives, plan sponsor representative, and/or any other employees given incentives to sell the following products or services: online advice, managed accounts, guaranteed minimum withdrawal benefit options, IRA rollover, and/or managed payout options? (Yes/No) Complete the tables below. State additional products or services that apply. Incentive compensation for Lincoln representatives is based solely on the City’s satisfaction and the satisfaction of employees. Lincoln is unique in that we do not permit our representatives to sell or encourage any investment or insurance products outside of the retirement plan. Our representatives are also not compensated on any of the investment options available in the plan. The City can rest assured anyone interacting with the City’s employees will be aligned with the City’s interest in growing the plan. We will take an approach that prevents plan leakage. Is Any Compensation Based on the Adoption of: On-Site Rep Plan Sponsor Rep Other Employees Fixed or General Account/Stable Value: No No No Managed Accounts: No No No Guaranteed Minimum Withdrawal Benefit: No No No Managed Payout Options: No No No Proprietary Mutual Funds: No No No Roth or traditional IRA or Rollover IRA: No No No Other Products: No No No C27. Briefly describe how you measure and/or benchmark the impact your communication and education efforts have on participant behavior? Limit your response to 200 words. Measure/ Benchmark: (200 word limit) We measure the success and effectiveness of our communication and education efforts in a variety of ways, based on the City’s goals and the type of participant education initiative. • Campaign success: Participant data is measured before and after a campaign to determine success in meeting a specific goal, such as increasing participation and deferral rates and encouraging asset allocation. • On-site engagement: On-site seminar and one-on-one meeting attendance is tracked, along with resulting employee action, such as new enrollments and deferral increases. Follow-up seminar surveys capture candid testimonial information from group meeting attendees, as well as suggestions that can be implemented in the future to make meetings more impactful. • Web registration and usage: We measure how many employees register for web account access. We can also determine online account activity and the most popular online tools. ATTACHMENT A " Surveys: The effectiveness of education initiatives is measured through custom, client- specific benefit surveys (if available from the City). C28. Briefly describe your capability to track and report to the Plan Sponsor, on a quarterly basis, the success or effectiveness of various communication and education outreach campaigns. Limit your response to 200 words. Capabilities: (200 word limit) A plan review is our comprehensive measurement tool. The review provides demographics and metrics that measure the appropriateness of the plan and the status of participants. It compares earlier results with current results and contains relevant benchmarking information. Below are some of the measurements. These metrics can be tracked by location, department, age, and salary range. " Participation rate " Average deferral rate " Average account balance " Average number of investment options " Custom portfolio utilization " On-site services " Number and type of one-on-one appointments " Attendance at educational seminars In addition to plan metrics, we look at a variety of industry studies and benchmarks to determine how the results from the plan review compare. We will share our analysis with the City to ensure the communication and education strategy is on track. C29. Do you offer the following participant services: Yes/No Retirement readiness scores or income gap analysis on statements: Yes Retirement readiness scores or income gap analysis on web/landing page: Yes Retirement readiness scores or income gap analysis on mobile devices: Yes C30. Are you willing to conduct surveys to assess the success of any education program? &Yes &No C31. If applicable, how frequently would you propose participant surveys be conducted? How frequently can the Plan Sponsor have participant surveys be conducted without incurring additional costs? Frequency of surveys: Annually Additional cost: No C32. Will you provide the Plan Sponsor with any customized educational materials? Yes/No Description Website: Yes The website is customized to reflect the City s provisions and investment options. Education booklets: Yes Plan customization, such as plan name and logo, can be accommodated for no additional cost. Newsletters: No Mailers: Yes Customized with the City s plan name and plan provisions. ATTACHMENT A Participant statements: Yes The City can customize participant statements by including: • A company logo • Personalized rate of return • Beneficiary information • Projected retirement income illustration • A customized message to all participants of 250 words or less Mobile applications: Yes The mobile app reflects the same customization as the website. Participant forms: No We recently updated our forms to be more client-friendly and allow for process improvement. Others: No C33. Does your Firm provide educational services to participants through the use of webinars, including interactive webinars? ☒Yes ☐No STATEMENTS/SYSTEM TECHNOLOGY: C34. Do participant statements aggregate all account information if the employee were to have multiple plans/accounts with you? ☒Yes ☐No C35. What external accounts, not held with your organization, can a participant aggregate into your system? Explanation: (100 word limit) The online retirement planning tools available on the participant website allow participants to enter information about outside retirement income sources and savings. Lincoln’s WellnessPATH® solution does include account aggregation capabilities. Participants can aggregate both automatically or manually, whichever is their preference. C36. Does your system capture external account information at initial input? (Yes/No) For example, participant enters initial external account data and upon subsequent log-ins, the external account data populates. ☒Yes ☐No C37. Can your system capture and include participant defined benefit plan information, in statements or in a retirement income calculation or gap analysis? (Yes/No) ☒Yes ☐No C38. Do participant statements allow for a customized message from the Plan Sponsor? ☒Yes ☐No C39. Complete the chart regarding information available on participant statements. PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No Monthly fund performance: No Total assets: Yes Quarterly fund performance: Yes – performance for the period Total ROTH assets: Yes 1-year fund performance: No – available on the website Total outstanding loan amount: Yes 3-year fund performance: No – available on the website Loan repayment detail: Yes ATTACHMENT A PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No 5-year fund performance: No – available on the website Cash flow personal rate of return: Yes 10-year fund performance: No – available on the website Expense ratios: No – available on the website Cash flow for quarter: Yes Defined benefit assets (if applicable): Yes Roth deferrals for quarter: Yes Projected retirement income: Yes Asset allocation: Yes Retirement readiness score: No C40. Complete the chart regarding information available on participant statements. Fill in the requested number of business days. How many days after quarter-end are statements mailed? For participants who elect paper statements, Lincoln will mail statements to participants’ homes within 10 business days of quarter end. How many days after quarter-end until statements are available online? 2 How long are statements available? 520 C41. Provide a sample quarterly participant account statement. Include this in the Exhibit Folder and label it Exhibit 4. ☐Yes ☐No Please refer to Exhibit 4 for a sample quarterly participant account statement. C42. Can participants print on-demand account statements with self-selected time periods from your website? ☒Yes ☐No ATTACHMENT A C43. Complete the following table regarding the information and transaction capabilities available to Plan participants through Phone Service Representatives (“PSR”), Voice Response Unit (“VRU”), Desktop Computer, and Mobile App. (Yes/No) * Participants who wish to conduct transactions on a mobile device can be redirected to our website, which is fully mobile-optimized. Participant Inquiry/Transactions (yes/No) PSR VRU Computer Mobile Total account balance: Yes Yes Yes Yes Roth account balance: Yes Yes Yes No* Account balance by fund: Yes Yes Yes No* Roth account balance by fund: Yes Yes Yes No* Investment elections: Yes Yes Yes No* Deferral rate: Yes Yes Yes Yes Roth deferral rate: Yes Yes Yes Yes Contribution history: Yes Yes Yes Yes (recent transactions only) Transaction history: Yes Yes Yes Yes (recent transactions only) Withdrawal history: Yes Yes Yes Yes (recent transactions only) Loan application: Yes No Yes No* Outstanding loan balance: Yes Yes Yes No* Loan history: Yes Yes Yes No* Loan modeling: Yes Yes Yes No* Primary beneficiary designation: Yes No Yes Yes Secondary beneficiary designation: Yes No Yes Yes Fund performance: Yes Yes Yes No* Specific investment advice: No No Yes No* Automatic rebalance: Yes Yes Yes No* Paperless fund to fund transfers: Yes Yes Yes No* Paperless future investment election change: Yes Yes Yes No* Paperless enrollment: Yes No Yes Yes Paperless deferral/Roth deferral change: Yes No Yes Yes (for participants contributing to one source) Prospectus request: Yes No Yes No* Paperless loan application: Yes No Yes No* Paperless term distribution: No No Yes No* Investment advice online: No No Yes No* Hardship application and status: Yes No Yes No* Account distribution information: Yes Yes Yes No* Projected retirement income: No No Yes Yes Mobile touch ID: N/A N/A N/A No Mobile text alerts: N/A N/A N/A No Mobile responsive design: N/A N/A N/A Yes C44. Except for investment advice/managed account offerings and self-directed brokerage options, are there any outside contractors or other vendors that would provide services to the Plan(s)? ☐Yes ☒No C45. Are participants able to enroll and make changes to their accounts by filling out a paper form? ☐Yes ☒No ATTACHMENT A C46. Does the Plan Sponsor have the ability to create a custom participant message for posting on the Internet site? ☒Yes ☐No C47. Does your Firm provide for online participant loan applications? ☒Yes ☐No If yes, can the entire process be completed online? ☒Yes ☐No C48. What is the latest time that a participant can make an investment transfer request and be assured that the transaction will be processed at the end of that day? Time should be listed in the Plan Sponsor’s time zone. Latest time: Transfers are processed on the date of receipt, provided the data is in good order and received before 1 p.m. PT. C49. Provide a test address and password in the table below for a representative participant website and/or mobile access experience. Sample Website Sample Mobile Web/Mobile address: www.LFG.com “Lincoln Financial Mobile” in the Apple Store or Google Play Store Log-in: DEMOPPT0831071 DEMOPPT0831071 Password/security question: Password: Participant#1 Security question: Demonstration Password: Participant#1 Security question: Demonstration Expiration date: 10/01/2020 10/01/2020 C50. Briefly explain how phone and website passwords are assigned and changed. Explanation: (200 Word limit) Participants receive a welcome letter that instructs them how to access the IVR and website. Interactive voice response The IVR’s voice security is based on SSN and PIN. Default PINs include the last four digits of a SSN. We make available an option forcing participants to customize their PIN whenever it is at the default value. Participants must enter a valid SSN and PIN combination to gain access. Participants can change their PIN via the phone or they may speak with a customer service representative (CSR) to have their PIN restored to the default. After participant accesses the IVR for the first time, the system can verify identity through voice recognition. Internet Employees are prompted to enter their date of birth, SSN, and zip code. Next, they must answer four multiple choice questions based on personal details. Employees then set a username and password that meet Lincoln’s security standards. Lincoln has enabled two-factor authentication, where users receive either a call or text message with a confirmation code. The participant is required to enter this code, along with their username and password, to access the website. Participants may reset their passwords by correctly responding to challenge questions or contacting a CSR. C51. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for a check to be mailed out? Number of business days: One day C52. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for an electronic payment to be made to the participant’s outside account? Number of business days: One day ATTACHMENT A C53. Can participants select their own periodic payment distribution dates? ☒Yes ☐No C54. Can these date(s) be changed once distributions have started? ☒Yes ☐No C55. Can participants specify a specific fund source and/or fund order for the distribution? ☐Yes ☒No C56. Can participants specify a specific tax source (e.g. pre-tax versus Roth) for the distribution? ☒Yes ☐No SERVICE CENTERS: C57. Where are your customer service center(s) located? List hours of operation in Plan Sponsor’s time zone. Note: this office is not to be confused with any proposed local office. Location Days of Operation Hours of Operation Number of Reps Fort Wayne, Indiana Monday – Friday 5 a.m. – 5 p.m. PT 70 Greensboro, North Carolina Monday – Friday 5 a.m. – 5 p.m. PT 4 Remote Monday – Friday 5 a.m. – 5 p.m. PT 27 C58. What securities licenses are your customer service center representatives required to maintain? Provide your answer in the table below. Licenses Yes/No Series 6: Yes* Series 7: No Series 63: No Series 65: No Series 66: No Insurance: No Others (List): ** * Approximately 16% of the CSRs are FINRA Series 6 licensed. **CSRs are encouraged to obtain industry designations. C59. Complete the following table regarding your call center and website: Call Center/Website Stats 2018 2017 2016 Average call response time (min:sec): 0:49* 0:48* 0:34* Average length of calls (min:sec): 6:16 5:52 6:18 Number of dropped calls: 4.3% 3.9% 2.4% % of transactions handled by VRU: 1% 9% 23.5% % of transactions handled by Web: 70% 53% 50% % of transactions handled by PSR: 29% 37% 37% Call center personnel turnover rate: 8% 8% 8% *Calls are answered by the IVR immediately. ATTACHMENT A D. PLAN SPONSOR SERVICES D1. Complete the table for any person who would work directly with the Plan Sponsor on a day-to-day basis, such as a regional field manager(s) or a relationship manager(s). Exclude education representatives. Representative #1 Representative’s name: Beth Pieri, Account Manager Years at firm: 13 years Years in industry: 22 years Location (City, State): Tucson, Arizona Total number of accounts serviced: 13 years Total assets serviced: $291,289,728 Total number of participants serviced: 7,466 University degree(s)): Not applicable Professional credential(s): ASPPA Qualified 401(k) Administrator designation. FINRA/insurance license(s): FINRA Series 6 and 26 registered Work schedule (days and hours): Monday – Friday, 8 a.m. PT – 5 p.m. PT. Turnaround time for returning phone calls: Within four hours D2. Will your Firm assign the Plan Sponsor a relationship manager that will serve as a single point of contact? ☐Yes ☒No Lincoln only assigns relationship managers to plan with $10 M or more in assets. However, we will assign a dedicated account manager, Beth Pieri, who will be the City’s single point of contact. D3. Would this employee attend meetings at Plan Sponsor offices as requested? ☒Yes ☐No D4. Will the Plan Sponsor be able to participate in the selection of this relationship manager assigned to the account? ☒Yes ☐No As stated above, Lincoln will assign an account manager. D5. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the relationship manager assigned to the account? Explanation: (100 word limit) If for any reason the City is not satisfied with Beth Pieri, they may request a new account manager by contacting Talena Wimbley, Manager, Account Management at (260) 455-5515 or Talena.Wimbley@LFG.com. D6. How frequently do you conduct client satisfaction surveys at the Plan Sponsor’s level? Are Plan Sponsor surveys done internally or outsourced to a third party? If done internally, who is responsible for conducting the surveys (i.e. relationship manager, etc.)? Survey frequency: Annually Internally or outsourced: Outsourced Responsible for conducting survey: Lincoln works with a U.S.-based global research firm that specializes in customer satisfaction measurement research. ATTACHMENT A D7. Complete the table below regarding tasks an authorized Plan Sponsor staff member is able to accomplish on behalf of participants. If they are able to accomplish each task, list the format available as well as when any changes become effective. TASK Yes/No Format (web, paper, etc.) Change participant information: Yes – however, changes in beneficiaries must be made by the participant Web – changes in participant contact information are processed through payroll Designate date of termination online: Yes Web View deferrals per participant: Yes Web View account balance(s) as of a given date: Yes Web View Plan statements per quarter: Yes Web View YTD contributions per participant: Yes Web D8. Complete the table below regarding reports you can provide to the Plan Sponsors. Report Frequency Available in Paper (Y/N) Available on Website (Y/N) Participant Loans Upon request Yes Yes Payroll Contributions Upon request Yes Yes Plan Statement Upon request Yes Yes Plan Cash-Flow Upon request Yes Yes Investment Returns Upon request Yes Yes Lost Address Not applicable N/A N/A Participant Eligibility Upon request Yes Yes Admin Allowance Account Transactions Upon request Yes Yes 408(b)2 Fee Disclosure Annually Yes Yes D9. Complete the table below to allow access to the demo plan sponsor website. Sample Website Web/Mobile address: www.LFG.com Log-in: SPONSOR8238 Password/security question: Password: Sponsor#1 Security question: Demonstration Expiration date: 10/01/2020 D10. Indicate which administrative functions the Plan Sponsor may outsource, assuming they make use of all your administrative services and authorize your Firm to make approvals or otherwise perform. Once authorized, will the Proposing Firm carry out this function entirely without further Plan Sponsor staff involvement? ADMINISTRATIVE FUNCTIONS Completely Outsourced (Y/N) Will You Carry Out Function (Y/N) Qualified Domestic Relations Order (QDRO) review: Yes Yes QDRO approval: Yes Yes Emergency distribution review: Yes Yes Emergency distribution approval: Yes Yes Beneficiary change processing: Yes Yes Term distribution processing: Yes Yes Minimum required distribution processing: Yes Yes De minimis distribution processing: Yes Yes Plan document review/update: Yes Yes New participant loan applications and approval: Yes Yes ATTACHMENT A D11. Complete the table below indicating the information and services you provide specifically to Plan Sponsors over the Internet. SERVICES OVER THE INTERNET Yes/No Report writing capabilities: Yes Payroll Deferral Posting Data: Yes Participant Account Balance Information: Yes Plan Account Balances by Fund: Yes Indicative Data Changes: Yes Withdrawal Request/Status Tracking: Yes Total Outstanding Loan Balances: Yes Total Number of Loans in Default: Yes D12. Briefly describe when and how the Plan Sponsor and participants would be notified of loan default status, either while in service or post-separation. Be sure to include an explanation of what assistance you require from the Plan Sponsor in this regard. Description: (100 word limit) Participants receive notices when a loan payment is 30 and 60 days late. They explain the taxability if payments are not made within the cure period. The City can track loans in danger of defaults through reports on the website. The City may instruct Lincoln not to default a loan for reasons such as a participant is on a leave of absence or military leave. If a loan payment is not received within the cure period, the recordkeeping system defaults the loan and deems it a distribution. The City may instruct Lincoln to close out or offset a defaulted loan. D13. Does an individual participant have the ability to make loan repayments after separating from service? If yes, indicate what sources other than payroll deduction are available. Loan repayment after separation (Y/N) Yes Other Payment Sources Loan repayment options for participants separating from service include ACH debit or check. D14. Briefly describe your Firm’s participant loan administration processes and capabilities, including how a participant would apply for a loan and how the deduction information would be transmitted to the Plan Sponsor. Description: (100 word limit) Participants are allowed to initiate loan paperwork online. The completed paperwork must be sent to Lincoln for processing. Participants can also apply for a loan via our call center. If the City wishes to approve loans, they can do so online. However, the review and processing can be outsourced to Lincoln. Once loans are reviewed, we sell the necessary shares to fund the loan. Proceeds are sent to participants. Loan payments can be sent to Lincoln through payroll deductions or ACH repayment directly from participants’ bank accounts. Participants who select ACH repayment can choose a payment schedule. ATTACHMENT A D15. Will your firm administer new plan loans taken out by a former employee (retired or separated) that will make loan repayments via ACH? (Yes/No) If yes, please provide any relevant details. ☐Yes ☐No Details: (100 word limit) Retired and terminated participants are allowed to take out loans if allowed in the plan document. D16. In the past five (5) years, how many of your Firm’s public sector clients experienced participant loan defaults that were not reported to the Plan Sponsor and/or participant in a timely fashion, resulting in taxes not being paid in the correct year? Number of plans experienced such events: 0 D17. Complete the table below regarding the percentage of public sector DC plans that offer automatic enrollment and/or a Roth deferral feature. Year % of Govt DC Plans with Auto Enroll % of Govt DC Plans with Roth Deferral 2019 <1% 6% 2018 1% 4% 2017 3% 18% 2016 2% 14% D18. Do you need the Plan Sponsor to specifically identify whether a Plan participant is making regular contributions, pre-retirement catch-up contributions, and/or age 50+ catch-up contributions? (Yes/No for each contribution type) CONTRIBUTION TYPE Yes/No Regular Contribution No Catch-up Contribution No 50+ Catch-up Contribution No D19. List any other administrative outsourcing services, not yet noted, that your Firm would make available to the Plan Sponsor. Additional Outsourcing Services: (200 word limit) The City will have access to a wide range of support services to reduce any administrative burden and maximize participant satisfaction and outcomes. • Daily recordkeeping and valuation • Plan compliance and testing • Plan Design Projection Tool • Plan design • Administration manual • Reporting • Plan sponsor website • Plan Health Dashboard • Quarterly employer newsletter D20. Are all communication and education services configured to comply (at a minimum) with the provisions of applicable federal law? ☒Yes ☐No ATTACHMENT A D21. Although ERISA is not applicable to public sector plans, will you comply with the communication and education requirements of subdivision (c) of Section 1104 of Title 29 of the US Code, commonly referred to as Section 404(c), as a means of assuring that the Plan Sponsor meets its fiduciary responsibilities? ☒Yes ☐No D22. Does your Firm apply the US Department of Labor (DOL) plan sponsor and participant regulations requiring fee disclosure to plan sponsors and participants in non-ERISA-governed plans? If yes, please include a sample in the Exhibit Folder and label it Exhibit 5. ☒Yes ☐No Please refer to Exhibit 5 for a sample fee disclosures. D23. Are you willing to indemnify and hold the Plan Sponsor harmless from any legal claims and actions arising out of the educational activities you provide to Plan participants. If no, briefly explain. ☒Yes ☐No Explanation: (100 word limit) Not applicable D24. Will you provide legal assistance and compliance to assure the Plan(s) operate in compliance with current and future Internal Revenue Code provisions? ☒Yes ☐No D25. How will you inform the Plan Sponsor of actual or contemplated changes in laws or regulations that would impact the Plan(s)? Description: (100 word limit) Our compliance team partners with the service team to inform plan sponsors about regulatory changes and the potential effect they may have on their retirement plans. We provide this information to plan sponsors routinely through: • Meetings with account manager, Beth Pieri • Postings on plan sponsor website • Webcasts on plan sponsor website • Emails • Articles in quarterly plan sponsor newsletter • Publications available through plan sponsor website D26. Will your Firm provide and maintain model plan documents for the Plan Sponsor for the Plan(s)? ☒Yes ☐No D27. Does your Firm provide a plan sponsor newsletter? ☒Yes ☐No E. INVESTMENT FLEXIBILITY E1. Will you require the use of a proprietary option to secure any enhanced pricing offered under this bid? If yes, please name the product(s). ☒Yes ☐No Required Proprietary Product Name Lincoln Stable Value Account ATTACHMENT A E2. Provide the crediting rate formula for the proposed capital preservation investment option(s) (stable value, General or Fixed Account, etc.). Illustrate the current rate using this formula. The Lincoln Stable Value Account’s method of crediting interest rates is a guaranteed declared rate. Lincoln has the discretion to periodically set the credited rate in the contract subject to the contract’s minimum floor rate. This declared rate applies to both new deposits and current investments in the account. The new interest rate is announced in advance and guaranteed for six months. The crediting rate effective July 1, 2020 is 1.75%. E3. For the proposed capital preservation investment option(s), provide quarterly investment returns, net of management and wrap fee, for the last 10 years. Year 1Q 2Q 3Q 4Q 2019 0.5209% 0.5209% 0.5209% 0.5209% 2018 0.4963% 0.4963% 0.4963% 0.4963% 2017 0.4963% 0.4963% 0.4963% 0.4963% 2016 0.4963% 0.4963% 0.4963% 0.4963% 2015 0.4963% 0.4963% 0.4963% 0.4963% 2014 0.4840% 0.4840% 0.4840% 0.4840% 2013 0.4840% 0.4840% 0.4840% 0.4840% 2012 0.6070% 0.4840% 0.4840% 0.4840% 2011 0.7295% 0.7295% 0.6928% 0.6070% 2010 0.8759% 0.8516% 0.8516% 0.8028% 2009 0.9732% 0.9246% 0.9003% 0.9003% E4. Are the returns for the Capital Preservation Option GIPS compliant? ☐Yes ☒No Our stable value contracts represent an insurance obligation and are fixed-return in nature. GIPS is not applicable. E5. Are the returns for the Capital Preservation Option audited? ☐Yes ☒No The overall returns are not audited, however, many of the inputs to the returns and our processes are audited by both internal and external parties (including regulators). E6. Provide the market-to-book value ratio (or formulaic equivalent adjustment factor) for the proposed capital preservation investment option(s) and the net of fee crediting rate for each of the following years: Year MV:BV Ratio Net Annualized Crediting Rate Year MV:BV Ratio Net Annualized Crediting Rate 2019 110.4% 2.00% 2013 107.0% 1.95% 2018 101.9% 2.00% 2012 100.0%* 1.95% 2017 107.3% 2.00% 2011 100.0%* 2.45% 2016 107.7% 2.00% 2010 100.0%* 3.25% 2015 107.7% 2.00% 2009 107.0% 1.95% 2014 105.4% 1.95% 2008 100.0%* 1.95% *Actual figures are not available, but the ratio was greater than 100%. E7. For the proposed capital preservation investment option(s), provide the most recent attribution sheet that shows the current portfolio breakdown by sector along with any and all wrap providers. Include this in the Exhibit Folder and label it Exhibit 6. Please refer to Exhibit 6 for the current portfolio breakdown. ATTACHMENT A E8. As applicable, provide a list of the fixed/stable value option wrap providers for any proprietary products and indicate whether or not they are currently providing additional wrap capacity. Wrap Provider Name Additional Wrap Capacity (Y/N) S&P Credit Rating % of Portfolio Wrapped Wrap Fee (%) There are no wrap contracts. Lincoln is the sole guarantee provider. Lincoln Stable Value options are annuity contracts backed by the general account of the issuing life insurance company. E9. Describe the liquidity provisions for the proposed capital preservation investment option(s). Participant Liquidity: (50 word limit) No restrictions on Lincoln Stable Value Account withdrawals for: - Death - Disability - Unforeseeable emergencies - Domestic relations order - Purchase of annuity under contract - Retirement/employment termination (excluding for plan termination) - Plant shutdown/program reducing workforce <20% - Transfer limits exist if a competing fund is in line-up. Plan Sponsor Liquidity: (50 word limit) If the City terminates the Lincoln retirement program, withdrawals from Lincoln Stable Value Account can be processed as follows: - Full contract value in six installments over a five-year period - Full contract value less a market value adjustment paid at contract termination if the contract is issued through LFGTC. E10. At the end of the recordkeeping contract termination where you or your capital preservation is not retained, explain the plan level liquidity for each proposed product? Product Investment Type* Book Value Liquidation (Y/N) Put Period in Months Market Value Liquidation (Y/N) Securities In- kind (Y/N) Lincoln Stable Value Account General account Y 0 Y Y *General Account, Separate Account, Commingled Stable Value, Money Market, etc. E11. If applicable, state the market value adjustment formula that will apply to the capital preservation product(s) that your firm has proposed under enhanced pricing. Briefly describe as needed. Formula: (100 word limit) If the City chooses to terminate the program, they can process withdrawals from the Lincoln Stable Value Account in one of the following ways: • Full contract value in six installments over a five-year period • Full contract value less a market value adjustment paid at contract termination The market value is determined by a formula. E12. What benchmark is used to evaluate the performance of the proposed capital preservation investment option(s)? Product(s) Benchmark An industry standard benchmark does not exist for group annuity contracts. However, for comparison purposes you may consider the Hueler Stable Value Index. This is a recognized stable value collective trust index. ATTACHMENT A E13. Provide a list of ten non-revenue share stable value/capital preservation products that are available through your investment platform. Product Name Expense Ratio Current Net Credit Rate Proprietary (Y/N) Lincoln Stable Value Account 0.10% 2.00% Yes E14. State the floor rate and contract term for any proposed stable value fund or fixed option. Product Lincoln Stable Value Account Floor Rate 1.00% Contract Term Five years E15. For any product that has a put provision, will you allow the Plan Sponsor to provide notice of possible liquidation in advance of any formal decision? For example, could the Plan Sponsor ask you to begin the put notification period and then elect at a later time to keep the fund prior to any actual liquidation and without any charge to the Plan and participants? ☒Yes ☐No E16. For all investment options on your platform, do you have restrictions on the number of trades a participant may make in a month, quarter, and year? ☒Yes ☐No E17. Can your organization apply short-term trading restrictions and redemption fees? ☒Yes ☐No E18. Is it your practice to apply these restrictions and fees in accordance with the fund company’s policies? ☒Yes ☐No E19. Are participants notified if a trade or transfer they are making will have a redemption fee assessed? ☒Yes ☐No E20. How many days will it take for you to add or remove a fund from the Plan Sponsor’s Plan(s) once you have been given instructions? Number of days: The City will work directly with their account manager to request a fund change. There are no restrictions on timing and no specific window to add or delete funds. Typically, an investment change takes between six to eight weeks from receipt of the City’s direction to distribution of the required blackout notice to participants. This notice must be sent at least 30 days before the effective date of the fund change. E21. Are fund additions and deletions subject to any monthly, quarterly or annual schedule? If yes, define the schedule. ☐Yes, ☐Monthly ☐Quarterly ☐Annually ☒ No E22. Briefly describe any restrictions to adding new funds to your platform. Description: (200 word limit) Lincoln believes it is appropriate to make available a broad selection of investment options for plan sponsors to choose. This philosophy has driven the development of our unique open architecture menu of nearly 12,000 funds from more than 600 different fund companies covering all major asset classes. Agreements with additional fund companies are not being pursued at this time. ATTACHMENT A E23. Do you receive compensation from fund companies outside of your revenue share agreements? ☐Yes ☒No E24. How many fund companies provide compensation to your firm that is separate from revenue share? Number of Fund Companies: 0 E25. Will you process non-NSCC eligible investment options and are there any fees for this? ☒Yes ☐No Additional Fee: There is no cost for this service. E26. Provide a list of the investment options available through your proprietary and alliance networks. This list should include ticker symbols, expense ratios and revenue share information available for every fund. Segment the list by asset class. Provide this report in an Excel spreadsheet and include this in the Exhibit Folder and label it Exhibit 7. ☒Yes ☐No Please refer to Exhibit 7 for a list of funds available. E27. Answer Yes/No in the table below to indicate your Firm’s ability to provide record keeping for the Plan Sponsor options that may include: PRODUCT NAME Yes/No Non-proprietary Commingled Trust Investment: Yes Non-proprietary General Account: No Non-proprietary Separate Account: Yes Non-proprietary Annuity/Guaranteed Retirement Income Products: Yes* *ETFs can be offered through the self-directed brokerage account (SDBA), if selected. Additional Fee: The SDBA allows for investment choices outside the core line-up. More than 13,000 mutual funds are available through TD Ameritrade. The fees associated with the SDBA include: •No-transaction-fee (NTF) – More than 4,500 NTF mutual funds are available. •Internet stock order fee – $0.00 •Trading fees – For funds outside the NTF group, there is a $25 per-transaction trading fee. •Mutual fund loads – Many no-load funds are available in the SDBA. However, some mutual fund companies may assess a front- and/or back-end charge. We provide participants with details on these charges in the SDBA new account kit. E28. Do you currently offer a guaranteed minimum withdrawal benefit (GMWB) product? ☒Yes ☐No Product Name: Lincoln’s PathBuilderSM Investment Cost: The total net fees associated with this investment are approximately 1.44% to 1.59% based on which Mortality & Expense version is selected. The net fee includes investment expenses and the cost of the guarantee. Please refer to the chart below. The prospectus will provide information on current fees for the product and the underlying fund. Insurance Cost: 0.90% - this fee is included in the total fees in the investment cost above. Portable to another recordkeeper: Yes. We have a rollover IRA to preserve the benefit if the participant chooses to leave the plan. ATTACHMENT A E29. If you answered “Yes” to the question above, will you allow other third-party administration (TPA) companies to record-keep your GMWB product? If yes, please identify the TPA firms that are providing your GMWB product to defined contribution plans today. Yes, through the SS&C system. We do not have any TPA firms providing our GMWB product to defined contribution plans today. TPA Firms Not applicable E30. Will your Firm record keep the guaranteed minimum withdrawal benefit products provided by other firms? (Yes/No). If yes, please list the GMWB products of other firms that are available on your platform today. ☒Yes ☐No Product Name Lincoln makes available a solution for new plans that contains a GMWB product from another provider. We are able to transfer the participants account and the associated guarantee amounts completely into the Lincoln’s PathBuilderSM option. The solution allows Lincoln to make available the same guarantee level the participant had before coming to Lincoln. The SPARK specifications are acceptable to Lincoln, but the SPARK file feeds are not required for Lincoln to fully transfer the participant’s GMWB guarantee. E31. Do you offer a self-directed brokerage account (SDBA) option? (Yes/No) Offer SDBA (Y/N): Yes Online Brokerage Company: TD Ameritrade E32. Answer yes/no in the following grid as it relates to the SDBA. Can be traded? (Yes/No) Can be restricted? (Yes/No) Stocks: Yes Yes Bonds: Yes Yes ETFs: Yes Yes Mutual Funds: Yes Yes Options: Yes Yes Other Derivatives: No Not applicable Closed-end LPs: No Not applicable E33. Do you have the ability to restrict the amount of assets a participant is able to hold within the SDBA? (Yes/No) ☒Yes ☐No E34. Is there a minimum account balance that must be maintained in the core investment menu? (Yes/No) If so, what is the dollar amount or percentage? ☐Yes ☒No Minimum Amount: ATTACHMENT A E35. Briefly discuss the process of moving assets to/from the core account, and any restrictions in trading frequencies or timing that may be imposed in the SDBA. Asset Transfers: (100 word limit) Participants can move assets to and from core investments and the SDBA via Lincoln’s website, IVR, and CSRs. Participants can also conduct transactions within the SDBA account via the TD Ameritrade website and toll-free number. Restrictions in trading frequency and timing (100 word limit) There is no initial minimum or maximum asset investment and there is no minimum for subsequent transfers within the SDBA. However, some mutual funds offered through TD Ameritrade may require minimum initial investments. Investments in unlisted securities, margin trades, commodities, and options are prohibited. The City may place restrictions on the type and number of investments eligible under the brokerage window. E36. Are participants able to defer directly to the SDBA? ☒Yes ☐No E37. Briefly describe how Roth assets are handled within the SDBA. Describe: (200 word limit) TD Ameritrade can allow two different SDBAs to allow recordkeepers to segregate a participant's Roth and non-Roth (pre-tax) funds if needed. Otherwise, participants may only hold one SDBA. E38. Can participants separately designate the transfer of either pre-tax or Roth after-tax dollars to the SDBA? ☒Yes ☐No E39. Will the pre-tax and Roth after-tax contributions and earnings show separately on participant SDBA statements? ☒Yes ☐No E40. Briefly describe what information your quarterly statements include regarding specific transactions conducted in the SDBA. Describe: (100 word limit) Quarterly statements from Lincoln will include an overall value for the SDBA. TD Ameritrade’s quarterly statements will provide a detailed breakdown of SDBA assets, as well as specific transactions occurring in the SDBA. E41. Do you require participants to maintain a balance in the core investment menu? (Yes/No) If so, what is the minimum dollar amount or percentage of assets. ☐Yes ☒No Minimum Amount or Percentage E42. Provide a sample participant statement that your recommended SDBA partner would provide to participants. Include this in the Exhibit Folder and label it Exhibit 8. ☒Yes ☐No Please refer to Exhibit 8 for a sample TD Ameritrade statement. ATTACHMENT A F. TRANSITION F1. Include a one-page transition plan assuming your contract starts on November 30, 2020. Include this as Exhibit 9. Please refer to Exhibit 9 for a one-page outline of the participant communication regarding the transition. F2. How many plans has your Firm transitioned from other providers listed below?: CLIENT TRANSITION 2019 2018 2017 2016 2015 2014 Under $20 million: 153 119 119 138 150 127 $20 million to $100 million: 17 16 14 10 14 7 $101 million to $200 million: 0 2 2 0 4 0 $201 million to $500 million: 0 2 0 1 0 1 Over $500 million: 0 1 0 0 0 1 Total 170 140 135 149 168 136 These numbers represent plans transitioned from all recordkeepers we have transitioned plans from. F3. What is the least amount of time needed for you to do a transition? What is the typical amount of time? Least amount of time (#days): 90 Typical (#days): 90 F4. Will you guarantee your stated implementation timeframe? (Yes/No) ☒Yes ☐No F5. Will you offer the Plan Sponsor a dedicated transition management team? (Yes/No) If yes, briefly describe the team members and their roles in the following table. ☒Yes ☐No Team member Role # of prior plans transitioned from current record keeper Tim Corbitt Implementation Partner Tim has transitioned between 10-15 plans from ICMA-RC and Voya (CalPERS). Richard Graciano Retirement Consultant Richard has transitioned not been involved in any transitions from ICMA-RC or Voya (CalPERS). Beth Pieri Account Manager Beth has transitioned approximately five plans from ICMA-RC and Voya (CalPERS). F6. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on-site education/communication commitment for the transition period. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed number of transition service hours: 16 hours Proposed number of transition service days: Two days annually, at both locations. Are the hours/days in addition to onsite education commitments noted in Section C: No F7. Briefly describe how you will handle accounts already in systematic distribution during a Plan transition? Describe: (100 word limit) Accounts already in distribution will be pre-paid to ensure no payment is interrupted due to the blackout period or conversion. ATTACHMENT A F8. Briefly describe your approach to communicating with retired or otherwise separated employees. Describe: (100 word limit) It is Lincoln’s practice to communicate any plan changes to all employees, including retired and terminated participants with account balances. We will communicate to retired and terminated participants through home mailers and with follow-up phone calls to ensure they understand all aspects of the retirement program. F9. Briefly describe how emergency distribution requests will be handled during the blackout. Describe: (100 word limit) Except under extreme circumstances, emergency distribution requests will not be processed until after the blackout period ends. F10. How many days do you anticipate the entire blackout period lasting on your system? How many days in total? Blackout on your system: Lincoln employs a short blackout period during conversions to ensure the integrity of data. When Lincoln receives a conversion file from the prior recordkeeper, we require a blackout of no more than three business days while we transfer and reconcile records. While the planned blackout is three business days, on average we have been successful in lifting it after one business day. Total blackout days: F11. Briefly describe any transactions that would be prohibited during this period? Describe: (100 word limit) During the blackout, the City will be able to submit contributions, loan repayments, investment election changes, deferral percentage changes, and prospectus requests. Employees will be unable to initiate loans, withdrawals, or fund-to-fund transfers until the plan is live on our platform. F12. How long will participant assets be out of the market during the transition? Total number of days: Not applicable. Participants’ assets will not be out of the market during the transition. F13. Are you able to transfer any of the Plan assets/shares in-kind? ☒Yes ☐No F14. Are you able to transfer self-directed brokerage assets? ☒Yes ☐No G. Fees and Expenses Proposal G1. Complete the table below, showing your firm’s proposed annual fee, on a per-participant, fixed dollar fee for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. PER HEAD FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year $231 per participant annually - 7 year $231 per participant annually Y 10 year $231 per participant annually Y * Willing to offer pricing without guaranteed extended term ATTACHMENT A G2. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a per-participant, fixed dollar basis with the use of any such proprietary offerings and state the required product(s) or service(s). PER HEAD FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year $218 per participant annually - Lincoln Stable Value Account 7 year $218 per participant annually Y Lincoln Stable Value Account 10 year $218 per participant annually Y Lincoln Stable Value Account * Willing to offer pricing without guaranteed extended term G3. Complete the table below, showing your firm’s proposed annual fee, as a percentage of plan assets, for providing record-keeping, administration, participant services, plan sponsor services, and on-site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven- and ten-year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. ASSET BASED FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year 0.56% on all assets annually - 7 year 0.56% on all assets annually Y 10 year 0.56% on all assets annually Y * Willing to offer pricing without guaranteed extended term G4. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a percentage of plan asset basis with the use of any such proprietary offerings and state the required product(s) or service(s). ASSET BASED FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year 0.53% on all assets annually - Lincoln Stable Value Account 7 year 0.53% on all assets annually Y Lincoln Stable Value Account 10 year 0.53% on all assets annually Y Lincoln Stable Value Account * Willing to offer pricing without guaranteed extended term As requested, we are providing this pricing for the City. Specific assumptions include: • Plans: One 457 • Expected assets in year 1: $1.9 M • Annual contributions: $162,370 • Participants with a balance: 46 ATTACHMENT A " Eligible employees: 40 " Mapping strategy: Like-fund mapping " On-site support: Two days annually " There are no commissions or compensation included in the required revenue. " The plan does not have an automatic enrollment feature. If this feature is adopted for new employees only, there is no change in pricing. If this is implemented for all eligible employees, pricing is subject to review. " WellnessPATH� is included in pricing. " Current Lincoln Stable Value Account crediting rate 3: 1.75% " The GMIR is 1.00%. " Price guarantee: Five years G5. Would you include the accounts and/or assets invested through the SDBA in the calculation of the revenue requirement provided? (Yes/No) &Yes &No G6. If the Plan Sponsor uses your Firm s contract, describe your termination language (at-will versus for cause, required advance notice timing for termination, etc.). Describe: (200 word limit) Our termination language is as follows: This Service Agreement will remain in effect until terminated by either Lincoln Retirement Services Company or the Employer upon at least 60 days written notice to the other; provided, however, that the Party being provided with notice of termination may waive the 60-day time period and agree to an earlier termination effective date. G7. State which products (General Account, Self-Directed Brokerage, Managed Accounts, etc.) are not subject to your revenue requirement, if any. Describe: (100 word limit) All products are subject to our revenue requirement. G8. Provide a fee schedule for the self-directed brokerage account (SDBA) option. Be sure to include set-up and maintenance fees as well as trading costs. Brokerage Fee Fees Set-up Fee: None Annual Maintenance Fee: None Trading Costs Online Broker Assisted Per Stock Trade: Orders executed in multiple lots on the same trading day will be charged a single commission. When an order is partially executed over multiple trading days, the order is subject to a separate commission charge for each trading day. " Internet orders - $0.00 " IVR phone system orders - $14.99 " Broker-assisted orders - $24.99 3 This rate may reset on 1/1 and 7/1 of every calendar year. Changes in interest rates are announced in advance and are guaranteed for six months. ATTACHMENT A Trading Costs Online Broker Assisted Per Bond Trade (cost range): All buy orders for bonds are subject to a five-bond ($5,000 par value) minimum. Online CD buy orders are subject to a two-CD ($2,000 par value) minimum. Per Mutual Fund Trade (cost range): $25 for funds outside of NTF funds Other TD Ameritrade may act as principal on any fixed-income transaction. When acting as principal, they will add a markup to any purchase, and subtract a markdown from every sale. This markup or markdown will be included in the price quoted. G9. Do you receive revenue from the SDBA option? (Yes/No) What revenue do you receive from the SDBA option? ☒Yes ☐No Amount of revenue as a (%) 0.07% G10. Would you include the revenue received for SDBA assets in the revenue calculation? (Yes/No) ☒Yes ☐No G11. If applicable, will your Firm credit all revenue received from assets invested in the SDBA back to the participant accounts associated with the SDBA investment? (Yes/No) ☒Yes ☐No G12. Are you able to apply a Plan Sponsor-imposed administrative fee in addition to your fee? (Yes/No) ☒Yes ☐No G13. Are you able to apply the Plan Sponsor-imposed administrative fee to all assets including self-directed brokerage? (Yes/No) If no, describe the process for billing SDBA assets in this regard. ☒Yes ☐No Describe: (100 word limit) The first step is to ensure the investment line-up is designed to return all investment revenue to participants. This allows for leveling both per participant and asset-based fees. Asset-based fees can be calculated based on a total account balance, while only debiting core investments. For example, if a participant has $10,000 in core investments and $40,000 in an SDBA, the fee amount can be calculated on the $50,000 total. Transaction is processed pro rata against only core investment funds held in the account. Therefore, it is preferred to require participants hold a portion of their balance within the core line-up. G14. With regard to financial planning, provide a fee schedule for any related services. Fee Schedule: (100 word limit) There are no additional fees for education services provided by the City’s retirement consultant. Fee-based financial planning services are made available separately through LFA. The fees vary by individual needs and the complexity of the services required. These services are not related to the plan or plan assets. ATTACHMENT A G15. Describe the fee, if any, for providing investment advice, be it through the on-site representative using an online tool, or through the representative using some other program or approach. Describe: (100 word limit) There are no fees for the advice service made available through Morningstar or retirement planning tools available through the participant website. In addition, there are no additional fees for retirement education available through the City’s retirement consultant. G16. Are fees for a financial planning service proposed by your Firm assessed to the entire participant population or only to those who use the service? ☐Entire population ☒Those who use it G17. Please provide a fee schedule for your online advice and managed account program. Please also indicate whether or not the revenue for these programs would apply towards any revenue or pricing requirements. MANAGED ACCOUNT ASSET RANGE Opt-in Only Fee Schedule Online advice is available at no additional cost. Online advice is available at no additional cost. The fee for Morningstar Retirement Manager managed account services is 0.45% of assets for participants using the service. % Revenue applied toward recordkeeping fee Revenue from managed accounts does not apply towards required revenue. G18. Provide a list of all other non-asset based, participant-related administration expenses. PARTICIPANT ADMINISTRATION SERVICES Cost of Services ($) Loan set-up: $75 per loan Loan maintenance: $25 annually per loan In-service withdrawals: $25 Emergency withdrawals: $0 Required minimum distributions: $0 QDRO determination: $500 QDRO processing: Included in fee above Stop payment: $0 Replacement 1099-R: $0 Wire transfer/EFT: $0 Disbursements: $40 G19. Provide a list of all non-asset based plan sponsor-related administrative expenses. This would include special reporting charges, legal fees, administrative processing fees, communications fees, QDRO administration fees, and plan document preparation fees (including any fees to maintain, update, and/or ensure compliance of such document with the Internal Revenue Code). PLAN SPONSOR ADMINISTRATION SERVICES Cost of Services ($) Plan reporting: Included Plan document preparation: Included Plan document maintenance: Included Identifying population eligible for required minimum distribution: Included Lost participant/bad address search: Included Assistance with audits: Included Custom communications including customization of website: Included Plan-level fund changes: Included Participant communication/mailing: Included ATTACHMENT A G20. Identify all non-asset based participant and plan sponsor service fees not included above. ADDITIONAL SERVICES Cost of Services ($) Extraordinary complex reports $150 per hour Extraordinary consulting $150-$300 per hour PERFORMANCE GUARANTEES G21. Complete the following table describing the performance guarantees, if any, you propose. Disclose the dollars you are willing to put at risk for failing to meet the proposed benchmarks. Please be specific. “To Be Determined” is not an acceptable response. Lincoln is willing to enter into an agreement to guarantee service performance. The agreement is individually structured based on the deliverable benchmarks established by the City and agreed upon by Lincoln. This guarantee will become a part of the contract between Lincoln and the City. SERVICES BENCHMARK AMOUNT AT RISK PHONE Plan sponsor services response time: Four hours $100 quarterly Participant services response time: 70% within 40 seconds $100 quarterly Return all calls to plan sponsor within: 24 hours $100 quarterly Return all calls to participants within: 24 – 48 hours $100 quarterly STATEMENTS Participant statement mail time: 100% of statements mailed within 10 business days after quarter end $100 quarterly if standard is not met 99% of the time Sponsor plan statement mail time: 100% of statements mailed within 10 business days after quarter end $100 quarterly if standard is not met 99% of the time Participant online statement posting: 100% of statements post three to five business days after quarter end $100 quarterly if standard is not met 99% of the time Sponsor online statement posting: 100% of statements post three-five business days after quarter end $100 quarterly if standard is not met 99% of the time PARTICIPANT SERVICES Number of on-site individual meetings: Pricing includes two days annually. These can be used as one-on-one days or on- site group meetings. Any day below two, we will refund $750 per day. Number of on-site group meetings: Pricing includes two days annually. These can be used as one-on-one days or on- site group meetings. Any day below two, we will refund $750 per day. Financial planning services: Pricing includes two days annually. These can be used as one-on-one days or on- site group meetings. Any day below two, we will refund $750 per day. ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK Plan participation rate increases: Negotiated with plan sponsor based on plan need. $100 annually if agreed upon rate is not met Deferral rate increases: Negotiated with plan sponsor based on plan need. $100 annually if agreed upon rate is not met TRANSITION Timeline: 90 business days $500 per implementation Deliverables: We will guarantee that we will go live within three business days of receipt of all data in good order $500 per implementation On-site meetings: Pricing includes two days annually. These can be used as one-on-one days or on- site group meetings. Any day below two, we will refund $750 per day. ADMINISTRATION Contribution posting: 99% accuracy – same business day, if everything is in good order $100 quarterly if the standard is not met with 99% of transactions Withdrawals processed: Processed within two business days following confirmation that it is in good order $100 quarterly if the standard is not met with 99% of transactions Emergency withdrawals processed: 99% accuracy – same business day, if everything is in good order $100 quarterly if the standard is not met with 99% of transactions Rollovers/transfers out: 99% accuracy – same business day, if everything is in good order $100 quarterly if the standard is not met with 99% of transactions Loan processing (if applicable): Processed within two business days following confirmation that it is in good order $100 quarterly if the standard is not met with 99% of transactions PLAN SPONSOR SERVICES Report delivery: Nondiscrimination testing within six weeks of plan year-end and upon receipt of all applicable information received in good order (does not apply to governmental plans) Annual audit kit 10 business days after request is received and upon receipt of all applicable information in good order $250 annually $250 annually ATTACHMENT A SERVICES BENCHMARK AMOUNT AT RISK Form 5500 within six months of plan year-end and upon receipt of all applicable information received in good order (does not apply to governmental plans) $250 annually Training: Based on plan sponsor need No penalty established OVERALL SATISFACTION Draft and distribute survey: Survey provided annually $100 if survey not conducted during the year Satisfaction survey score: 85% $100 if the standard is not met 1. These standards are subject to final negotiation and only apply to the services processed by Lincoln Financial Group. Services the client performs online are not covered. 2. Total penalty will not exceed 5% of annual recordkeeping fees each calendar year. 3. If Lincoln does not meet its service obligations in any of the above standards within a calendar quarter, Lincoln shall be given an additional calendar quarter (the cure period) to cure its performance in that standard. If Lincoln meets the standard during this cure period, no penalty shall be paid for missing the service obligation. If Lincoln does not meet its service obligation for the standard in the cure period, Lincoln shall pay the penalty for the cure period as set forth above, but not for the initial calendar quarter in which Lincoln did not meet its service obligations. The cure period is not applicable to the conversion timeliness or annual service standards. In no event shall Lincoln pay penalties for breaches of service guarantees as described above in an amount exceeding 5 percent (5%) of annual recordkeeping fees each calendar year. G22. Will you agree to provide reports to the Plan Sponsor that detail all service performance benchmarks and whether or not they are being met? (Yes/No) If yes, how frequently are the reports available? ☒Yes ☐No Frequency: Annually G23. As it pertains to the performance guarantees referenced above, have you ever had to make payments to any clients for failure to perform on these types of guarantees? (Yes/No) If yes, please state how many times over the last three (3) years such payments have been made. ☐Yes ☒No FEE ADMINISTRATION G24. If the final investment line-up selected were to generate some amount of revenue sharing, will you rebate any and all revenue above the contracted amount? (Yes/No) If yes, when or how frequently would this rebate occur (monthly or quarterly)? ☒Yes ☐No ATTACHMENT A Frequency: Revenue generated by the mutual fund companies can be used to offset the costs of the City’s retirement program. Excess revenue can be refunded to participants or used to pay plan-related expenses. Typically, a plan account is established and any credits are placed there until payments are directed by the plan sponsor. The City will receive a quarterly report of all revenue received. The three types of revenue sharing include: • Finder’s fees – normally a one-time payment • 12b-1 – ongoing revenue, paid monthly or quarterly • Sub-transfer accounting (sub-TA) charges – ongoing revenue, paid monthly or quarterly G25. If the Plan Sponsor desires to assess participants a Plan Sponsor-imposed asset-based fee to offset Plan administration-related expenses, will your Firm assess this fee on behalf of the Plan Sponsor and return those collected fees to the Plan(s) as they are collected? (Yes/No) If yes, briefly describe, addressing the frequency of the fee and how it would be calculated and assessed. ☒Yes ☐No Describe: (100 word limit) The plan sponsor-imposed fee is calculated and assessed at the direction of the City. We will assess the fees quarterly and return to the City as collected. Fees will be calculated and assessed on all assets excluding those in the SDBA. G26. What are the Plan Sponsor’s options in terms of the setup of the account to hold such assets, and in what investment may the assets be invested? Does this investment option have to be on the core menu? Account option(s) Lincoln can provide a plan expense account to hold any excess revenue. The plan account can be used to pay qualified plan expenses and/or allocated to plan participants. Investment Choice(s) The plan expense account is invested in the Lincoln Stable Value Account. As an alternative, the City can choose another group fixed annuity, short-term investment fund, or stable value investment issued by an affiliate of Lincoln. G27. Does this investment option have to be on the core menu? (Yes/No) ☐Yes ☒No G28. Will your Firm hold onto these assets in the plan/trust? (Yes/No) If yes, briefly describe how the Plan Sponsor would access the assets held in this account? ☒Yes ☐No Describe: (100 word limit) The plan expense account is invested in the Lincoln Stable Value Account. G29. Will you provide an account statement report no less than quarterly for the Plan Sponsor Account? (Yes/No) ☒Yes ☐No A plan sponsor trust report can be requested through the website at any time, for any time period. G30. Will the statement label all cash flows and dates of each transaction? (Yes/No) ☒Yes ☐No ATTACHMENT A G31. Will your Firm, if directed, apply a hard dollar annual per participant fee cap? (Yes/No) For example: The plan sponsor may wish to assess participants a plan administration fee of 0.10% of assets, but only to a maximum of $150 per year. (Participant with over $150,000 in assets would pay a maximum of $150 and the 0.10% would not be applied to balances greater than $150,000.) ☒Yes ☐No G32. Will your Firm, if directed, credit revenue share from the investment providers towards offsetting any per- participant plan administration fee? (Yes/No) ☒Yes ☐No G33. Will your Firm, if directed, return revenue share from investment providers in a pro-rata fashion directly back to the participants who had invested in those funds each quarter, if so directed by the Plan Sponsor? (Yes/No) For example: Participant A invests in Fund A and Fund B. Fund A generates 0.25% in revenue share annually and Fund B generates 0.15% annually. Participant A holds 0.5% of the Plan’s total investment in Fund A and 0.5% of the Plan’s total investment in Fund B. Each quarter 0.5% of the revenue received or credited from Fund A would be reimbursed into Participant A’s account and 0.5% of revenue from Fund B would be reimbursed into Participant A’s account. Other participants with different proportionate shares of the Plan’s total investments in Fund A and Fund B would receive different reimbursements in accordance with their proportional share of those funds. ☒Yes ☒No G34. Will your Firm apply different revenue share rebate credits and/or administrative fee offsets at the participant level as applicable to each fund? (Yes/No) For example: A participant invests in Fund A, Fund B and Fund C. Fund A generates 0.25% in revenue share annually, Fund B generates 0.10% annually and Fund C generates no revenue sharing. The plan sponsor has elected to assess all participants a 0.10% administrative fee annually that can be partially or fully offset by any fund revenue sharing. Accordingly, participant assets that are invested in Fund A that shares 0.25% would receive an account credit of 0.15% based on the assets in Fund A; participants in Fund B would receive no credit and no applicable administrative charge assessed to the assets in Fund B; and participants in Fund C would be charged the full 0.10% on the assets invested in Fund C. ☒Yes ☐No G35. As a requirement to contract with the Plan Sponsor, will you commit in writing to specifically disclosing all revenues received from the investment options and services you offer to the Plan Sponsor? (Yes/No) ☒Yes ☐No G36. The Plan Sponsor may be exploring different fee collection models from participant accounts. Is your Firm able to implement a hybrid model where fees are collected on both a per-head fee and an asset-based fee? (Yes/No) ☒Yes ☐No G37. Is your Firm able to implement a minimum fee cap where smaller accounts do not pay an additional administrative tack-on fee? (Yes/No) ☒Yes ☐No ATTACHMENT A G38. Is your Firm able to implement a maximum fee cap where larger accounts do not pay an additional administrative tack-on fee once they hit a breakpoint? (Yes/No) ☒Yes ☐No G39. Will your firm provide a Plan Sponsor Admin Account report detailing all transactions as frequent as monthly and no less than quarterly? (Yes/No) ☒Yes ☐No G40. Will your firm provide a description of each transaction in the Plan Sponsor Admin Account report? (Yes/No) ☒Yes ☐No ATTACHMENT A H. REFERENCES Current Governmental Client References Provide the following information for four (4) governmental employers with plan assets of at least $25 million for which your Firm presently provides 457 Plan record keeping and plan administration services. Select a contact person for each plan who has managerial/committee member responsibilities associated with the plan. Client name: Port of Portland Client name: City of Boise Contact name & title: Chip Polito, Senior Compensation Analyst Contact name & title: Kristin Holtz, Benefits Specialist Contact phone number: (503) 415-6414 Contact phone number: (208) 972-8090 E-mail address: Chip.polito@portofportland.com E-mail address: kholtz@cityofboise.org Plan inception date: 8/1/2013 Plan inception date: 5/1/2015 Total plan assets: $74 M Total plan assets: $61 M Client name: Clark County, Washington Client name: St. Johns County Board of County Commissioners Contact name & title: Jeremy Hammrich, HRIS Coordinator Contact name & title: Sarah Taylor, Assistant Director, Personnel Services Contact phone number: (360) 397-2466 Contact phone number: (904) 827-6888 E-mail address: jeremy.hammrich@clark.wa.gov E-mail address: staylor@sjcfl.us Plan inception date: 9/1/2014 Plan inception date: 4/1/2015 Total plan assets: $100 M Total plan assets: $27 M Former/Terminated Client References Provide the following information for four (4) governmental employers for which your Firm has, in the last five years (but does not presently), provided 457 Plan record keeping and plan administration services. Provide a contact person who has/had managerial/committee member responsibilities associated with the plan. Client name: Hanover County Client name: City of Aurora Contact name & title: Jim Taylor, CFO Contact name & title: Cindy Cross, Payroll Administrator Contact phone number: (800) 365-6072 Contact phone number: (303) 739-7803 E-mail address: jptaylor@co.hanover.va.us E-mail address: ccross@auroragov.org Plan inception date: 3/1/2003 Plan inception date: 8/27/2006 Total plan assets: $80.75 million Total plan assets: $2 million ATTACHMENT A Client name: City of Warren Client name: Hanover County Contact name & title: Annette Gatarri-Ross, City Attorney Contact name & title: Jim Taylor, CFO Contact phone number: (586) 574-4671 Contact phone number: (800) 365-6072 E-mail address: agatarriross@cityofwarren.org E-mail address: jptaylor@co.hanover.va.us Plan inception date: 5/1/2001 Plan inception date: 3/1/2003 Total plan assets: $14 million Total plan assets: $80.75 million Transition References Provide the following information for four (4) governmental 457 plans with plan assets of at least $25 million each, for which you have performed an incoming plan asset and participant date transition within the past three years. Select a contact person at each client that was directly involved with the transition process. Client name: City of Richmond Client name: City of Waterbury Contact name & title: Erika Carty, Principal Personnel Analyst Contact name & title: Karen Lang, Director Human Resources Contact phone number: (510) 620-6741 Contact phone number: (203)574-6844 E-mail address: erika_carty@ci.richmond.ca.us E-mail address: klang@waterburyct.org Plan inception date: 12/23/2019 Plan inception date: 1/1/2019 Total plan assets: $5.9 M Total plan assets: $132 M Client name: Signature Healthcare Client name: Door County Memorial Contact name & title: Amy Dandrea, Manager, Benefits and Compensation Contact name & title: Brian Stevens, President & CEO Contact phone number: (508) 941-7417 Contact phone number: 920-746-3737 E-mail address: adandrea@signature- healthcare.org E-mail address: brian.stephens@dcmedical.org Plan inception date: 10/4/2007 Plan inception date: 11/17/2016 Total plan assets: $143 million Total plan assets: $82.6 M ATTACHMENT A Section 6ATTACHMENT A 2 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. A. FIRM STRENGTH, EXPERIENCE AND QUALIFICATIONS A1. Provide a single main contact for all matters related to this RFP. Name: Kelly Bush Title: Managing Director, MassMutual Workplace Solutions Address: 100 Bright Meadow Boulevard City, State: Enfield, CT 06082 Phone: kbush@massmutual.com E‐mail: (949) 241‐1742 A2. Complete the chart indicating the year you were founded and began offering administration services: Firm was founded: 1851 457 public sector plans: 1974* 401 public plans: 1974* Healthcare trusts: N/A * Our operational areas have experience servicing 457 and 401(a) plans dating back to 1974. A3. Complete the chart describing your business. Public or privately held: Private Parent location: Springfield, Massachusetts Business structure: Mutual Company Parent company name: Massachusetts Mutual Life Insurance Number of subsidiaries: 7 MassMutual affiliated companies include:  Barings LLC, a global asset management firm dedicated to meeting the evolving investment and capital needs of their clients;  C.M. Life Insurance Company & MML Bay State Life Insurance Company, subsidiaries providing variable life insurance and other insurance and annuity products;  Haven Life, the first streamlined easy‐to‐use solution to buying term life completely online;  MassMutual Asset Finance, LLC, an equipment finance company that serves as a funding partner to a select group of national equipment loan and lease originators;  MassMutual International, LLC, which has operations in Bermuda, Chile, Hong Kong, Japan, Luxembourg, and Macao, as well as a representative office in Shanghai;  MML Investors Services, LLC., a broker‐dealer and registered investment advisor offering a wide array of investment products and services;  MassMutual Trust Company, FSB, a trust company providing a full range of fiduciary services A4. Complete the following chart showing total company revenue and retirement plan services revenue. All non‐proprietary financial information is included in the Annual Report provided with this RFP. ATTACHMENT A 3 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Year Total Company Revenue ($) Retirement Plan Services Revenue ($) 2018 2017 2016 2015 A5. List your insurance policies and limits applicable to the solicitation. Policy Type Policy Limit Deductible Underwriter Errors & Omissions $5 million $100,000 Everest National Insurance Directors & Officers $185 million $1 million for employees Continental Casualty Co. General Liability $3 million $100,000 QBE Insurance Financial Insl. Bond As required by ERISA n/a n/a Cyber Security $100 million $7.5 million Federal Insurance Workman Comp Meets Statutory requirements n/a AIG Insurance Co. Auto n/a n/a n/a A6. As of the RFP issue date, were there any discussions or pending agreements to purchase another organization, or to sell or merge any part of your organization? Any ownership changes in the last 5 years? (Yes/No) If yes, explain. Yes/No Description Purchase: No Merge: No Sell: No Ownership Changes No A7. Has your organization ever filed for bankruptcy or otherwise become insolvent? (Yes/No) Yes/No Date Bankruptcy: No Insolvent: No A8. If your organization or parent company has a credit rating, provide your ratings from the organizations listed below. For insurance companies, include the financial strength rating, as well as your counterparty credit rating. If rated by some other service, provide the organization name and rating. If your company and/or subsidiary unit is rated by an outside agency, provide only the most recent rating agency report and label it Exhibit 1. Rating Organization Financial Rating Financial Strength Rating Counterparty Credit Rating Date of Latest Rating Fitch: AA+ Very Strong N/A 3/1/20 Moody’s: Aa3 High Quality N/A 3/1/20 ATTACHMENT A 4 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. S&P: AA+ Very Strong N/A 3/1/20 Other (Specify organization name) A.M. Best Company: A++ Superior N/A 3/1/20 *as of July 12, 2020 A9. Provide the following key financial information for your company for their last two calendar or fiscal year end: All non‐proprietary financial information is included in the Annual Report provided with this RFP. MassMutual does not calculate debt‐to‐equity for statutory results. The concept of “equity” doesn’t exist for statutory accounting. Instead, we have surplus, which has significant differences when compared to the GAAP concept of equity. Financial Metrics 2019 2018 Total Revenue: Net Income: Current Ratio: Quick Ratio: Debt to Equity Ratio: A10. State whether the Proposing Firm is currently involved in any litigation, threatened litigation, investigation, reorganization, receivership, filing, strike, audit, corporate acquisition, unpaid judgments or other action that could have an adverse impact on your ability to provide the required needs as outlined in this RFP. (Yes/No) If yes, please describe the nature of the item and its potential impact on the Firm’s operations. MassMutual is involved in litigation arising in and out of the normal course of business. It is the opinion of management, after consultation with legal counsel, that the ultimate resolution of these matters will not materially impact the services we are proposing. Case and Number State Venue Year Filed Civil/ Criminal Litigation Amount Status (pending/settled/closed) Investigation(s) Brief Description (limit 100 words) Other(s) Brief Description (limit 100 words) A11. Has your parent company, organization or any of your local service representatives assigned to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. No. Company/Individual Name(s) Year Regulatory Agency Violation ATTACHMENT A 5 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. A12. Has any subcontractor that would be part of the service delivery to this account been cited, reprimanded or penalized by any regulatory agency within the past ten (10) years? (Yes/No) If yes, briefly describe. No. Company/Individual Name(s) Year Regulatory Agency Violation A13. Complete the following table with total number of employees represented by each: 2019 2018 2017 2016 2015 Total number of employees (#) 7,813 7,671 7,472 7,000 7,135 Firm employees: 7,813 7,671 7,472 7,000 7,135 Working on DC plans: 2,100 2,100 2,100 2,100 2,100 Solely serving public sector plans: 700 700 700 700 700 A14. Complete the following table regarding plan usage for each: Total assets invested in the Firm’s proprietary investment products by DC plans for which you provide recordkeeping: $50 billion Total assets invested in non‐proprietary investment products within DC plans for which you record keep: $108.2billion Total assets invested in the Firm’s Managed Account Program: $47 million % of governmental plans using managed accounts: <1% % of governmental participants using managed accounts: <1% Average govt. participant utilization rate as a % for those plans offering Managed Accounts: <10% A15. Complete the following tables for Public Sector retirement plan clients you recordkept: Total Assets ($) 2019 2018 2017 2016 2015 All Defined Contribution $17,909,315,000 $15,538,360,947 $16,786,724,830 $15,256,459,145 $18,275,323,543 457 $12,818,837,000 $12,743,516,144 $14,203,207,453 $13,248,458,629 $16,343,510,937 401(a) $847,794,000 $790,310,736 $915,245,516 $1,080,347,303 $1,119,226,661 401(k) $1,110,015,000 $1,160,369,106 $932,136,369 $347,070,421 $349,109,205 PST plans $985,171,000 $837,201,143 $729,614,835 $574,324,636 $457,424,151 Healthcare Trusts n/a n/a n/a n/a n/a Total Participants (#) 2019 2018 2017 2016 2015 All Defined Contribution 348,820 330,072 324,729 317,423 431,617 457 238,489 255,093 255,334 248,350 369,927 401(a) 18,611 18,830 19,478 29,066 42,461 401(k) 19,608 20,236 17,822 9,685 8,040 ATTACHMENT A 6 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Total Participants (#) 2019 2018 2017 2016 2015 PST plans 37,340 34,477 30,711 28,971 9,811 Healthcare Trusts n/a n/a n/a n/a n/a A16. Complete the following tables for Public Sector 457 DC retirement plan participants you recordkept: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole‐ Provider Plans Under 150 participants: 1,291 $1.8 billion 283 150 to 500 participants: 146 $2.8 billion 16 501 to 2,500 participants: 67 $4.0 billion 7 2,501 to 5,000 participants: 8 $1.3 billion 1 5,001 to 10,000 participants: 9 $3.4 billion 1 Over 10,000 participants: 0 $0 0 Total 1,521 $13.3 billion 308 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 1,318 $1.7 billion 297 $10 million to $100 million: 180 $ 5 billion 23 $101 million to $200 million: 13 $2 billion 1 $201 million to $500 million: 12 $4.2 billion 0 Over $500 million: 1 $528 million 0 Total 1,523 $13.4 billion 321 A17. Complete the following tables for Public Sector 401(a) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole‐ Provider Plans Under 150 participants: 138 $250 million 91 150 to 500 participants: 24 $246 million 11 501 to 2,500 participants: 5 $162 million 2 2,501 to 5,000 participants: 1 $233 million 1 5,001 to 10,000 participants: 0 $0 0 Over 10,000 participants: 0 $0 0 Total 168 $891 million 105 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 148 $240 million 105 $10 million to $100 million: 19 $417 million 6 $101 million to $200 million: 0 $0 0 $201 million to $500 million: 1 $233 million 0 Over $500 million: 0 $0 0 TOTAL 168 $890 million 111 ATTACHMENT A 7 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. A18. Complete the following tables for Public Sector 401(k) DC retirement plan participants you recordkeep: Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole‐ Provider Plans Under 150 participants: 74 $275,166,000 151 to 500 participants: 13 $186,487,000 501 to 2,500 participants: 3 $93,693,000 2,501 to 5,000 participants: 1 $74,384,000 5,001 to 10,000 participants: 1 $548,601,000 Over 10,000 participants: 0 $0 TOTAL 92 $1,178,331,000 Data as of 2019 Total # of Plans Total $ Plan Assets # of Sole Provider Plans Under $10 million: 71 $169,669,837 $10 million to $100 million: 20 $460,059,964 $101 million to $200 million: 0 $0 $201 million to $500 million: 0 $0 Over $500 million: 1 $548,601,000 TOTAL 92 $1,178,330,801 A19. Complete the following tables for Public Sector Healthcare Trusts you recordkept: Not Applicable. MassMutual does not provide recordkeeping services for Healthcare Trusts. MassMutual partners with EBC for Public Sector Healthcare Trusts. A20. Complete the following table regarding the number of public sector defined contribution retirement plans (irrespective of entity type) you have won/lost. This response should include cases in which you elected not to re‐bid and should not include cases in which you were retained with no meaningful growth in assets upon retention. Clients Won 2019 2018 2017 2016 2015 2014 Under $20 million: 26 45 55 50 19 61 From $20 million to $100 million: 8 7 5 14 1 2 From $101 million to $200 million: 1 0 1 0 2 3 From $201 million to $500 million: 0 2 2 6 0 1 Over $500 million: 0 0 0 0 0 2 TOTAL 35 54 63 70 22 69 Clients Lost 2019 2018 2017 2016 2015 2014 Under $20 million: 45 25 24 26 35 26 From $20 million to $100 million: 8 5 1 1 1 2 From $101 million to $200 million: 5 1 0 0 1 0 From $201 million to $500 million: 1 1 0 0 0 2 Over $500 million: 1 1 0 0 1 0 TOTAL 60 33 25 27 38 30 ATTACHMENT A 8 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. A21. Does your organization have any affiliations with, or endorsements from, any public or private organizations and/or industry groups, etc.? (Yes/No) If yes, describe the relationship, and include a description of whether or not it is a monetary relationship. Yes. MassMutual has a partnership with The National Association of Police Officers (NAPO). As part of the partnership, MassMutual is invited to participate in various programs, conferences and meetings offered through these organizations in order to allow us to market our program. MassMutual is also a corporate sponsor of various programs offered by NAPO including the “Top Cop Awards” program. MassMutual also has a similar partnership with the Florida Police Benevolent Association where we are their preferred provider. Organization Monetary Relationship (Y/N) Amount of Contribution Length of Relationship The National Association of Police Officers Y $26,000 (2018) 6 years Florida Police Benevolent Association Y $40,000 (2017) 4 years B. RECORD KEEPING, CYBER SECURITY AND CUSTODY RECORD KEEPING: B1. Complete the table below regarding your recordkeeping system: Response Is your recordkeeping system proprietary? (Yes/No): Yes Used since: 1996 Number of participants on the system: 2,534,381* Number of plans on the system: 26,444* Is the system server‐based or mainframe‐based? Server Based *As of December 31, 2019 B2. Provide a copy of the Firm’s SOC 1 and SOC 2 audit reports. Include copies in the Exhibit Folder and label it Exhibit 2. Please refer to Exhibit 2 for a copy of our most recent SOC 1 audit report. MassMutual is in the process of completing readiness assessments for SOC 2’s over the Retirement plan and institutional platforms. MassMutual continues to evaluate the scope of the reports, the periods to be covered, and the timing of the issuance. MassMutual cannot commit to a specified scope and timeframe until the readiness assessment is complete. MassMutual anticipates the availability of our SOC2 later in 2020. B3. Provide control objective results from your most recent system audit, including number of exceptions or deviations noted. Include a copy in the Exhibit Folder and label it Exhibit 3. Please refer to Exhibit 3. B4. Will you provide access, with reasonable notice, to parties authorized by the Plan Sponsor for the purpose of performing any audit or reviews that are deemed necessary? ☒Yes ☐No ATTACHMENT A 9 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. B5. Are there particular file formats that must be utilized when submitting payroll contributions and loan deduction data to your Firm? List the formats. ☐Yes ☒No B6. What is the daily deadline time in the Plan Sponsor’s time zone for you to receive the contribution file and funds and complete the investment of those contributions into the appropriate fund(s)? Daily time deadline The daily deadline to receive contribution file and funds in good order via electronic medium is 1:00 p.m. PST in order for MassMutual to post the contributions to participants' account the same day. Any files received after 4:00 p.m. EST will be invested the following business day. B7. As it relates to your record keeping system, what is the timeframe for participants to report errors after discovery? # days to report error 30 B8. Will you agree to make participants and/or the Plan(s) whole for any and all record keeping and/or administrative errors within your control and is there any limit? (Yes/No) Make participants/Plan whole for errors (Y/N) Yes Dollar limit No Time limit No B9. Can your Firm tier the investment menu (meaning break up the core menu into sections with asset allocation funds in one tier and the core menu in another) on paper forms? (Yes/No) On the website/mobile? (Yes/No) Paper forms: ☒Yes ☐No Website/mobile: ☒Yes ☐No B10. Does your Firm offer a Roth 457 account deferral feature? (Yes/No) ☒Yes ☐No B11. Does your Firm offer a Roth 457 in‐service account conversion feature? (Yes/No) ☒Yes ☐No B12. If a participant is contributing to both traditional pre‐tax and Roth after‐tax, can they choose a different investment allocation for each (traditional versus Roth)? (Yes/No) ☒Yes ☐No B13. Does your self‐directed option allow participants a traditional or ROTH account choice? ☒Yes ☐No B14. Does your self‐directed option allow participant to have a traditional and ROTH account concurrently? ☒Yes ☐No ATTACHMENT A 10 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. B15. Do your participant statements show pre‐tax and Roth after‐tax contributions separately so participants can track these investments separately? ☒Yes ☐No Participants can transfer either pre‐tax or Roth after‐tax dollars. However, the pre‐tax and Roth after‐tax contributions and earnings do not show separately on participants SDBA statements. We do not provide this data to Schwab. B16. Is your Firm able to process salary deferrals in the form of both percentages and dollar amounts? ☒Yes ☐No B17. Is your Firm able to move to paperless enrollment? (Yes/No) If yes, please briefly describe the process and what would be required of the Plan Sponsor. ☒Yes ☐No Description: (100 word limit) Our enrollment process is fully automated. Eligibility is based on the plan provisions using provided data from the City of Temple City or their payroll provider. Employees are then engaged and can enroll through a form, logging on to the participant website (two clicks to complete) or mobile app, by calling our automated phone line or speaking to a customer service representative. If eligible employees can accept pre‐set contribution rates and default investment options. Enrollment data is then sent electronically to City of Temple City or their payroll provider so they can make appropriate changes for each participant. B18. Is your Firm able to move to paperless statements? (Yes/No) If yes, please briefly describe the process and what would be required of the participant(s). ☒Yes ☐No Description: (100 word limit) Quarterly statements are posted to the participant website. This allows participants to preserve resources, facilitate storage and provides them with easy access in order to share the statement electronically with trusted parties, such as their financial advisor. Participants may sign up for e‐ notification. After the end of the calendar quarter, participants will receive an email notifying them that their statement is available on the participant website with a link. Participants will see a pdf of the statement through the website. B19. Could paperless statements be a default setting? (Yes/No) ☒Yes ☐No CYBER SECURITY: B20. Briefly describe your data security process. Include a brief description of how access to participant data (current and archived) is controlled and monitored (i.e., who specifically can view participant account data, who can print this data, who can remove this data from your facility either on a laptop, flash drive, CD or as a printed report). ATTACHMENT A 11 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Description: (300 word limit) We recognize that our relationships are based on integrity and trust. We work hard to maintain City of Temple City’s privacy and preserve the private nature of our relationship with City of Temple City. The MassMutual headquarters office is a fully secure location with security personnel on duty 24 hours per day. Individuals are required to identify themselves by using of an authorized identification card before entry to the building is allowed. Our proprietary recordkeeping system utilizes multiple levels of security. Technical specifications are:  All users must go through security.  All users can only have access to the system through stored procedures.  Stored procedures perform a security check to validate the users’ predefined capabilities.  Cross‐reference validation is automatic (i.e. plan level parameters are stored within the system and transactions are constantly monitored for compliance). Our proprietary daily valuation system maintains a record of every financial transaction processed for each participant and point‐in‐time historical demographic data (i.e., employment status, participant status, contribution percentage elections, and investment elections). All transactional and demographic data is accessible in real‐time by the client service team for research. This data is not archived or stored offline. We restrict access to personal information about City of Temple City and the plan participants to those employees who need to know that information to provide products and services to City of Temple City. We maintain physical, electronic and procedural safeguards that comply with legal standards to guard personal information. B21. How often are your systems backed‐up? Frequency of back‐ups Near real‐time Our proprietary daily valuation system maintains a record of every financial transaction processed for each participant and point‐in‐time historical demographic data (i.e., employment status, participant status, contribution percentage elections, and investment elections). All transactional and demographic data is accessible in real‐time by the client service team for research. This data is not archived or stored offline. In addition, we utilizes near real‐time data replication to our Denver, Colorado disaster recovery facility. B22. Are your systems backed‐up offsite and if so where are the location(s)? ☒Yes ☐No Location 1: Denver, Colorado B23. Do you encrypt data in storage and transit? What type of data is encrypted? ☒Yes ☐No Type of data encrypted: (100 word limit) All data would be received encrypted and stored encrypted. MassMutual also enforces mandatory storage encryption of all portable devices. ATTACHMENT A 12 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. B24. How many system security breaches has your organization experienced in the last three years? How many were under the current system? Number of breaches in 3 years 0 Number on current system 0 B25. Which external vendors and business partners for this procurement would you share participant information with? Describe: (100 word limit) Third Party Providers Subcontractor Service Provided Broadridge Produces enrollment kits DST Output (DSTO) Produces quarterly participant statements Charles Schwab Self‐directed brokerage accounts Reliance Trust Company Directed Trustee, Custody and Unitized Fund Accounting Services Envestnet Retirement Solutions, LLC 3(21) and 3(38) fiduciary services QDRO Consultants DRO qualification and approval services MassMutual utilizes external vendors for a small number of ancillary services within the U.S. MassMutual assumes total responsibility for the quality, timeliness, and accuracy of these services. B26. What participant information do you share with external vendors or business partners? Describe: (100 word limit) We do not disclose any nonpublic personal information about our customers or former customers unless authorized by City of Temple City or as permitted by law. We recognize that our relationships with current and prospective clients are based on integrity and trust and we've developed a privacy policy designed to preserve the private nature of those relationships. This privacy policy relates to nonpublic personal information pertaining to participants, members and beneficiaries of those plans. For additional information, please visit our Privacy Policy at massmutual.com. B27. How frequently is the security of your data audited? State the date of the most recent verification and the party that performed it and provide a summary of the assessment outcome. Frequency of audit Annual Date of last audit 9/30/2019 Summary: (100 word limit) MassMutual employs an independent third party to perform an SSAE 18 SOC 1 audit annually, which includes many applications across the Enterprise. All findings are tracked and monitored for remediation. ATTACHMENT A 13 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. B28. What account security features do you offer to protect participant accounts? Multi‐factor log‐in (yes/no) Yes Unique (non‐SS#) login (yes/no) Yes Frequency of password changes Semiannually Minimum Password length 6 character B29. If a participant account is breached, do you provide third party account monitoring services? Who is the vendor? What is the length of the service offered? Do you provide third party service (Yes/No) Yes Which vendor Detail provided as needed Length of service 2 years B30. What is your firm’s policy for reimbursing participants who have lost assets from their plan accounts due to cyber‐security events (hacking, etc.) and/or fraudulent activity? Describe any limits on losses that may apply at the Participant or Plan level. Limit your response to 100 words. Policy: (100 word limit) If a data breach occurs, the liability will depend on the facts and circumstances that allowed the breach to occur. In the instance of a data breach, MassMutual will work with the affected parties to ensure appropriate actions are taken to remediate the issue and prevent future breaches. CUSTODY: B31. Who would provide trustee/custodial services to the Plan? What is the length of your relations with the trustee/custodial service provider? Provider name Reliance Trust Company Length of relationship 9 years B32. Provide a listing of the custodian’s insurance coverage in the specific categories provided in the table below. Policy Type Policy Limit Deductible Underwriter Errors & Omission $5 million $100,000 Everest National Insurance Company Directors & Officers $185 million $1 million for employees various carriers General Liability $1 million $100,000 QBE Insurance Financial Instl. Bond As required by ERISA n/a Federal Insurance Company Cyber Security $150 million $7.5 million Federal Insurance Company Workman Comp Meets statutory requirements AIG Insurance Company Auto n/a n/a n/a Other(s) C. PARTICIPANT SERVICES ON‐LINE ADVICE / MANAGED ACCOUNT SERVICES: ATTACHMENT A 14 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. C1. If requested, will your Firm offer an on‐line advice and/or managed account service to the Plan Sponsor’s participants? (Yes/No) If yes, complete the table below. Yes. On‐line Advice Service Managed Account Service On‐line advice/managed account service provider: NextCapital Advisers, Inc NextCapital Advisers, Inc Name of service: MapMyFinances Tool found on the participant website and app. Manage My Retirement by NextCapital Advisers, Inc Used since: 2015 2015 Total number of participants utilizing service: 246 898 Total number of plans utilizing service: 1,188 301 Total amount of participant assets in the service: $20 million $47 million Average participant utilization rate per plan: <10% <5% Prior solution was through RetireSmart Ready Tool on participant website RetireSmart.com powered by Envestnet since 2015. Information in this chart reflects our previous on-line advice service with Envestnet Retirement Solutions, LLC. MassMutual transitioned to Managed My Retirement through NextCapital in April 2020. We felt that Next Capital would be a strong solution to deliver and grow a competitive Manage My Retirement service for our participants both today and in the future that offers a flexible technology that is customizable to the current and future needs of our growing business. C2. Could the Plan Sponsor choose to exclude the managed account service and offer only online advice? ☒Yes ☐No C3. Can your Firm offer managed accounts only to retirees and separated participants? ☐Yes ☒No C4. Does your firm provide a managed account service that is specifically designed for retirees, including those who are taking distributions? ☐Yes ☒No C5. Does the distribution model used in the managed account service allow for distributions to be paid from a specific investment option (i.e., Stable Value)? ☐Yes ☒No C6. Will the representative(s) assigned to serve the Plan Sponsor’s participants provide counseling that includes using the on‐line investment advice tool to help participants select an appropriate investment allocation? ☒Yes ☐No C7. Will your Firm, or the investment advice provider that you are partnered with, assume fiduciary responsibility for the investment advice given to participants? ☒Yes ☐No C8. If your Firm will partner with another firm to provide investment advice, internet‐based or otherwise, will the Plan Sponsor be required to contract separately with that firm? ☒Yes ☐No ATTACHMENT A 15 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. COMMUNICATION AND EDUCATION: C9. Will your Firm provide online investment advice with assistance provided by your on‐site participant service representative(s)? For example, the on‐site participant service representative would be expected to explain the online advice tool to the participant, perform the data entry, and generate and explain the output of the service in a one‐on‐one meeting. ☒Yes ☐No MassMutual provides a financial wellness planning tool; MapMyFinances that offers free guidance through its unique algorithms. The algorithms provide the user a score and a game plan to help them ensure their financial needs are met. If participants require personalized advice, Manage My Retirement is a self‐service tool available on our participant website. This tool is powered by NextCapital Advisers, Inc. and allows for participant‐led enrollments. Participants are presented a complete picture of their retirement readiness, ability to analyze the impact investment changes have on long‐term retirement income and develop a strategy given their unique situation. Ultimately, this information helps encourage participants to take action. C10. If applicable, what certifications, licenses and training are the individuals who provide participant investment advice required to obtain (e.g. Series, 7, 63, 65, insurance licenses, etc.)? Please only state required certifications and distinguish between local (on‐site) participant representatives and home office (call center) participant representatives. All MassMutual field service personnel are FINRA Series 6 and 63 licensed. While our representatives cannot provide investment advice, they can assist participants with navigating our online guidance and advice tool. On‐Site (Y/N) Call Center (Y/N) FINRA Series 7 Y Y FINRA Series 63 Y N FINRA Series 65 Y N CFP N N CFA N N Other(s) C11. Do any of these individuals assigned to this procurement have any U‐4s or Disclosure Events listed with FINRA? ☐Yes ☒No C12. Will you offer participants comprehensive financial planning services? ☒Yes ☐No C13. If yes, will you offer participants comprehensive financial planning services through a Certified Financial Planner? ☒Yes ☐No C14. Do any of the individuals who provide financial planning services have any U‐4s or Disclosure Events listed with FINRA? ☐Yes ☒No C15. Are you proposing any financial planning service day(s) as part of your bid? Number of annual meetings 1* ATTACHMENT A 16 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Total hours Varies* Are hours inclusive or exclusive to the participant education hours proposed Exclusive * This represents the number of Financial Planning Seminars we will provide. The actual number of individual meetings will be determined by participant interest, with no limit. C16. How many on‐site service representatives are being proposed for servicing this Plan Sponsor? Number of on‐site service representative(s) 1 C17. Describe the physical and personnel resources you will either provide to or need from the Plan Sponsor for on‐site services such as office space, conference rooms and clerical/administrative support for meeting arrangements as relevant to the services provided. Onsite resources: (100 word limit) Service personnel are equipped with necessary equipment and software. They will effectively encourage participants at City of Temple City employee meetings in the location specified by City of Temple City. The City of Temple City is not expected to coordinate and schedule education meetings, but to support our education efforts by encouraging participants to attend group and/or one‐on‐one meetings. The representatives will host meetings at any time, in any location provided by City of Temple City. We will work with City of Temple City to schedule meetings at times and locations convenient to their employees. C18. Complete the following for the primary service representative that would be assigned to the Plan Sponsor to directly interact with participants. Representative #1 Name: Jose Mireles – Bilingual (Spanish) Years at Firm: 1 Years in industry: 16 Location (City, State): Monrovia, CA Total number of client accounts serviced: 16 Total assets serviced: $274 million Total number of participants serviced: 4,000 Highest Academic degree Achieved: Master’s Degree Professional Credential(s): N/A FINRA/Insurance License(s): FINRA Series 7, 24 and 66 Typical work schedule (days and hours): Workday hours and shift work Contracted turnaround time for returning emails and/or phone calls: 24 hours C19. What FINRA/insurance licenses are required for on‐site participant service representatives? Required FINRA Series 6 or 7, 63 Required Insurance Licenses Respective State Licenses C20. Would the participant service representative work out of his/her house or an office? ☐Home ☐Office ☒Both ATTACHMENT A 17 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. C21. Will the Plan Sponsor be able to participate in the selection of the on‐site participant service representative(s) assigned to the account? (Yes/No) ☒Yes ☐No MassMutual will rely on input from City of Temple City when assigning the on‐site representative to ensure they will best meet City of Temple City and their employees’ unique needs. However, due to HR policy and guidelines, City of Temple City’s involvement in the formal hiring process will be specific to input and feedback on the representative. C22. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the personnel assigned to the account? Describe: (200 word limit) In order to ensure that City of Temple City has direct access to provide feedback on the MassMutual service team, or any team member specifically, you will have several connection points to senior leadership. Senior managers are available as an escalation point should one be needed; Senior Managers are also accountable for client satisfaction alongside your assigned team members. MassMutual’s customer survey and measurement dashboard, called MutualVoice, provides City of Temple City the ability to provide direct, real‐time feedback regarding all levels of service delivery. In the instance where a change in the client relationship is needed, Una Morabito, Head of Mid & Institutional Client Management, has a pool of personnel to select from who have already gained experience with the plan. The plan sponsor will be notified by a direct call from the new representative with a follow up e‐mail. C23. Will you provide on‐site, individual meetings and group sessions at sites and times specified by the Plan Sponsor? ☒Yes ☐No C24. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on‐site annual enrollment/education commitment. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed annual number of on‐site service hours: 14 Proposed annual number of on‐site service days: 2 Additionally, to accommodate those employees who cannot attend group sessions, Virtual Education Meetings are available. This service makes it easy to interact with employees at times that are convenient for them in the language they prefer. It also eliminates the need for meetings to occur during business hours, which can interrupt employee productivity. Click this link for a demonstration of our Virtual Meeting service: https://bcove.video/2yGnl0X Virtual meetings can accommodate 10 to 500 employees and include features to personalize the experience for your audience. ATTACHMENT A 18 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. C25. Complete the table on compensation structure for any employee, certified financial planner, and contractor (including the on‐site participant service representatives) of your organization who would meet face‐to‐face with the participants and whether this compensation is one‐time, recurring or varies based on the investments or products chosen by the participant. Our team members are full‐time, salaried employees. Our goal is to deliver 50% action ratios (the percentage of participants that take affirmative action as a result of a guidance experience) in our workplace interactions. As part of the performance review process for our staff, our administrative manager’s review plan sponsor feedback on their level of satisfaction with the service being provided. Over 25% of the education representative’s compensation is based on actual results coming from those meetings. Our education representatives do not promote or sell any outside investment products or services. Our CAS agents (CFP) are compensated via the solutions and services provided to their clients. % Fixed Compensation % Bonus Employment Status (W2 Employee or 1099 Contractor) Account representative 100% Variable W2 employee Phone representative 100% Variable W2 employee Education representative 100% Variable W2 employee Investment advice representative 100% Variable W2 employee Bonus payment criteria (50 word limit) See above C26. Are your on‐site participant service representatives, plan sponsor representative, and/or any other employees given incentives to sell the following products or services: online advice, managed accounts, guaranteed minimum withdrawal benefit options, IRA rollover, and/or managed payout options? (Yes/No) Complete the tables below. State additional products or services that apply. Is Any Compensation Based on the Adoption of: On‐Site Rep Plan Sponsor Rep Other Employees Fixed or General Account/Stable Value: No No No Managed Accounts: No No No Guaranteed Minimum Withdrawal Benefit: No No No Managed Payout Options: No No No Proprietary Mutual Funds: No No No Roth or traditional IRA or Rollover IRA: No No No Other Products: No No No C27. Briefly describe how you measure and/or benchmark the impact your communication and education efforts have on participant behavior? Limit your response to 200 words. Measure/ Benchmark: (200 word limit) At MassMutual, we measure the effectiveness of all employee education efforts (targeted campaigns, virtual engagement sessions and onsite meetings, etc.) by measuring the impact our communication strategy has on the behavior of City of Temple City’s participant base. The success of an educational campaign is a component of performance measure for our education representatives. We evaluate our representative’s ability to actively engage and enable positive savings behavior among participants. Each representative’s performance is targeted to drive at least a 50% Action Rate across all interactions (group and 1on 1 engagements). ATTACHMENT A 19 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. We also use an innovative campaign management system to analyze the raw data both before and after executing the communication program to determine the impact on employees’ behaviors. Our campaign management software tracks employees’ responses to all education efforts – print materials, emails, in‐person and web based meetings. We identify trends, such as enrollment levels, deferral rates and asset allocations. We drill down to extract participant specific contact results and make adjustments to the strategy. C28. Briefly describe your capability to track and report to the Plan Sponsor, on a quarterly basis, the success or effectiveness of various communication and education outreach campaigns. Limit your response to 200 words. Capabilities: (200 word limit) We will provide reporting on plan statistics, investments, participant activity and more, City of Temple City assess and refine the mechanics of their plan as necessary. We measure and report improvements in deferrals, participation rates, retirement readiness, etc. C29. Do you offer the following participant services: Yes/No Participant retirement readiness scores or income gap analysis on statements: Yes Participant retirement readiness scores or income gap analysis on web/landing page: Yes Participant retirement readiness scores or income gap analysis on mobile devices: Yes C30. Are you willing to conduct surveys to assess the success of any education program? ☒Yes ☐No C31. If applicable, how frequently would you propose participant surveys be conducted? How frequently can the Plan Sponsor have participant surveys be conducted without incurring additional costs? We send participants touch point surveys after they attend an education meeting, use our participant website, or call the Participant Information Center. MutualVoice sends an email survey to participants within 48 hours of their contact with MassMutual. However, to prevent survey fatigue, we only send surveys to participants who have not completed a MassMutual survey within the last 60 days. These surveys provide real time feedback allowing us to engage in proactive customer service, create dialogue, and take action immediately. There are no additional costs for participant surveys. Frequency of surveys: At each contact Additional cost: none C32. Will you provide the Plan Sponsor with any customized educational materials? Yes/No Brief Description Website: N/A N/A Education booklets: Yes Custom “look and feel” and logo ATTACHMENT A 20 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Newsletters: Yes We are willing to create a newsletter for the plan sponsor if requested. Mailers: Yes Custom “look and feel” and logo Participant statements: Yes Plan Sponsor messaging Mobile applications: Yes Based on website Participant forms: Yes Logo Others: Yes Our core participant communication materials such as transition information, enrollment materials and most flyers and brochures are customized with plan‐specific information, including the City of Temple City’s logo. Our standard communication materials are also offered in a variety of formats such as print (distributed at worksite or mailed‐to‐ homes), and multimedia (e‐mail, posting to an intranet site, etc.) We believe this flexibility will address the vast majority of participant communication requirements. However, if City of Temple City has an issue that requires a unique approach, MassMutual will work to provide a solution. C33. Does your Firm provide educational services to participants through the use of webinars, including interactive webinars? ☒Yes ☐No STATEMENTS/SYSTEM TECHNOLOGY: C34. Do participant statements aggregate all account information if the employee were to have multiple plans/accounts with you? ☒Yes ☐No C35. What external accounts, not held with your organization, can a participant aggregate into your system? Explanation: (100 word limit) Manage My Retirement, offered by NextCapital Group, Inc. through MassMutual, can help employees choose a path to retirement based on the investment options available in their retirement plan and your employees’ unique situations and circumstances. By personalizing their paths to investing in their retirement plan account, Manage My Retirement may help them achieve better financial outcomes. C36. Does your system capture external account information at initial input? (Yes/No) For example, participant enters initial external account data and upon subsequent log‐ins, the external account data populates. ☒Yes ☐No C37. Can your system capture and include participant defined benefit plan information, in statements or in a retirement income calculation or gap analysis? (Yes/No) ☒Yes ☐No ATTACHMENT A 21 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. C38. Do participant statements allow for a customized message from the Plan Sponsor? ☒Yes ☐No C39. Complete the chart regarding information available on participant statements. PARTICIPANT STATEMENT Yes/No PARTICIPANT STATEMENT Yes/No Monthly fund performance: Yes Total assets: Yes Quarterly fund performance: Yes Total ROTH assets: Yes 1‐year fund performance: Yes Total outstanding loan amount: Yes 3‐year fund performance: Yes Loan repayment detail: Yes 5‐year fund performance: Yes Cash flow personal rate of return: Yes 10‐year fund performance: Yes Expense ratios: Yes Cash flow for quarter: Yes Defined benefit assets (if applicable): Yes Roth deferrals for quarter: Yes Projected retirement income: Yes Asset allocation: Yes Retirement readiness score: Yes C40. Complete the chart regarding information available on participant statements. Fill in the requested number of business days. # Business Days How many days after quarter‐end are statements mailed? 15 How many days after quarter‐end until statements are available online? 15 How long are statements available? Statements are available online for two years. *Custom statements can be pulled form the participant website at any time. C41. Provide a sample quarterly participant account statement. Include this in the Exhibit Folder and label it Exhibit 4. ☒Yes ☐No C42. Can participants print on‐demand account statements with self‐selected time periods from your website? ☒Yes ☐No C43. Complete the following table regarding the information and transaction capabilities available to Plan participants through Phone Service Representatives (“PSR”), Voice Response Unit (“VRU”), Desktop Computer, and Mobile App. (Yes/No) Participant Inquiry/Transactions PSR VRU Desktop Computer Mobile Total account balance: Yes Yes Yes Yes Roth account balance: Yes Yes Yes Yes Account balance by fund: Yes Yes Yes Yes Roth account balance by fund: Yes Yes Yes Yes Investment elections: Yes Yes Yes Yes Deferral rate: Yes Yes Yes Yes Roth deferral rate: Yes Yes Yes Yes Contribution history: Yes Yes Yes Yes Transaction history: Yes Yes Yes Yes ATTACHMENT A 22 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Withdrawal history: Yes Yes Yes Yes Loan application: Yes Yes Yes Yes Outstanding loan balance: Yes Yes Yes Yes Loan history: Yes Yes Yes Yes Loan modeling: Yes Yes Yes Yes Primary beneficiary designation: Yes No Yes No Secondary beneficiary designation: Yes No Yes No Fund performance: Yes Yes Yes Yes Specific investment advice: No No Yes No Automatic rebalance: Yes Yes Yes Yes Paperless fund to fund transfers: Yes Yes Yes Yes Paperless future investment election change: Yes Yes Yes Yes Paperless enrollment: No No Yes Yes Paperless deferral/Roth deferral change: Yes Yes Yes Yes Prospectus request: Yes Yes Yes Yes Paperless loan application: Yes Yes Yes Yes Paperless term distribution: No No No No Investment advice online: Yes No Yes No Hardship application and status: Yes No No No Account distribution information: Yes Yes Yes No Projected retirement income: Yes No Yes No Mobile touch ID: Yes Mobile text alerts: Yes Mobile responsive design: Yes C44. Except for investment advice/managed account offerings and self‐directed brokerage options, are there any outside contractors or other vendors that would provide services to the Plan(s)? ☒Yes ☐No C45. Are participants able to enroll and make changes to their accounts by filling out a paper form? ☒Yes ☐No C46. Does the Plan Sponsor have the ability to create a custom participant message for posting on the Internet site? ☒Yes ☐No C47. Does your Firm provide for online participant loan applications? ☒Yes ☐No If yes, can the entire process be completed online? ☒Yes ☐No C48. What is the latest time that a participant can make an investment transfer request and be assured that the transaction will be processed at the end of that day? Time should be listed in the Plan Sponsor’s time zone. Latest time: 1:00 pm PST ATTACHMENT A 23 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. C49. Provide a test address and password in the table below for a representative participant website and/or mobile access experience. Sample Website Sample Mobile Web/Mobile address: https://www.massmutualrsdemo.com /retiresmart/Landing.html https://www.massmutualrsdemo.com /retiresmart/Landing.html Log‐in: No username is needed No username is needed Password/security question: No password is needed. No password is needed. Expiration date: N/A N/A C50. Briefly explain how phone and website passwords are assigned and changed. Explanation: (200 word limit) Newly eligible participants receive an enrollment package that instructs them to go to the participant website to create an account. This process allows the participants to self‐register and create a User ID and PIN for the automated phone line and a password for the participant website. While participants must create a User ID, they will always be able to log in using their Social Security Number. Participants have the option to change their password at any time. Participants are prompted to answer their personalized challenge questions upon changing their existing password or when they are logging into their account from an unrecognized device. C51. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for a check to be mailed out? Number of business days: 1 C52. Once your Firm receives a participant distribution or rollover request, how long does it take, in business days, for an electronic payment to be made to the participant’s outside account? Number of business days: 1 Electronic Fund Transfers are sent out in one business day and typically take 2‐3 business days to clear into the participants account. C53. Can participants select their own periodic payment distribution dates? ☒Yes ☐No C54. Can these date(s) be changed once distributions have started? ☒Yes ☐No C55. Can participants specify a specific fund source and/or fund order for the distribution? ☒Yes ☐No C56. Can participants specify a specific tax source (e.g. pre‐tax versus Roth) for the distribution? ☒Yes ☐No ATTACHMENT A 24 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. SERVICE CENTERS: C57. Where are your customer service center(s) located? List hours of operation in Plan Sponsor’s time zone. Note: this office is not to be confused with any proposed local office. Location Days of Operation Hours of Operation Number of Service Reps Enfield, CT Monday through Friday 5:00 a.m. to 5:00 p.m. PST 132 Phoenix, AZ Monday through Friday 5:00 a.m. to 5:00 p.m. PST 80 C58. What securities licenses are your customer service center representatives required to maintain? Provide your answer in the table below. Licenses Yes/No Series 6: Yes Series 7: Yes Series 63: No Series 65: No Series 66: No Insurance: No Others (List): No C59. Complete the following table regarding your call center and website: 2018 2017 2016 Average call response time (min:sec): 3 minutes : 16 seconds 1 minute : 55 seconds 2 minutes: 9 seconds Average length of calls (min:sec):1 7 minutes : 50 seconds 8 minutes : 54 seconds 9 minutes : 12 seconds Number of dropped calls: 11.5% 9.74% 10.26% % of transactions handled by VRU: 46% 31.75% 45% % of transactions handled by Web: 98% 98% 93.75% % of transactions handled by PSR: 54% 68.25% 55% Call center personnel turnover rate: <8% <8% <8% 1 Our average length of calls is slightly higher than the industry average because we strive for one-call resolution. Additionally, we experienced an increase in our daily call volumes and have made adjustments to our staffing and are actively hiring customer service representatives. ATTACHMENT A 25 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. D. PLAN SPONSOR SERVICES D1. Complete the table for any person who would work directly with the Plan Sponsor on a day‐to‐day basis, such as a regional field manager(s) or a relationship manager(s). Exclude education representatives. Representative #1 Representative’s Name: Jose Mireles – Bilingual (Spanish) Years at Firm: 1 Years in industry: 16 Location (City, State): Monrovia, CA Total number of client accounts serviced: 16 Total assets serviced: $274 million Total number of participants serviced: 4,000 University degree(s): Master’s Degree Professional Credential(s): N/A FINRA/Insurance License(s): FINRA Series 7, 24 and 66 Typical work schedule (days and hours): Workday hours and shift work Contracted turnaround time for returning emails and/or phone calls: 24 hours D2. Will your Firm assign the Plan Sponsor a relationship manager that will serve as a single point of contact? ☒Yes ☐No D3. Would this employee attend meetings at Plan Sponsor offices as requested? ☒Yes ☐No D4. Will the Plan Sponsor be able to participate in the selection of this relationship manager assigned to the account? ☒Yes ☐No D5. How would your Firm handle a scenario where the Plan Sponsor was not satisfied with the relationship manager assigned to the account? Explanation: (100 word limit) In order to ensure that City of Temple City has direct access to provide feedback on the MassMutual Relationship Manager, or any team member specifically, you will have several connection points to senior leadership. Senior managers are available as an escalation point should one be needed; Senior Managers are also accountable for client satisfaction alongside your assigned team members. MassMutual’s customer survey and measurement dashboard, called MutualVoice, provides City of Temple City the ability to provide direct, real‐time feedback regarding all levels of service delivery. In the instance where a change in the client relationship is needed, Una Morabito, Head of Mid & Institutional Client Management, has a pool of personnel to select from who have already gained experience with the plan. The plan sponsor will be notified by a direct call from the new Relationship Manager with a follow up e‐mail. ATTACHMENT A 26 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. D6. How frequently do you conduct client satisfaction surveys at the Plan Sponsor’s level? Are Plan Sponsor surveys done internally or outsourced to a third party? If done internally, who is responsible for conducting the surveys (i.e. relationship manager, etc.)? All clients are invited to participate in a survey after plan installation and annually thereafter. In addition to the structured MutualVoice surveys, plan sponsors can provide feedback directly to their Relationship Manager who is available to meet with them regularly to review the plan operation, communication program, investment performance, and to determine if the plan sponsor's needs are being met. Survey frequency: Annually Internally or outsourced: Outsourced Responsible for conducing survey: N/A D7. Complete the table below regarding tasks an authorized Plan Sponsor staff member is able to accomplish on behalf of participants. If they are able to accomplish each task, list the format available as well as when any changes become effective. Task Yes/No Format (web, paper, etc.) Change participant information (name, address, beneficiaries, other contact information, etc.): Yes Web Designate date of termination online: Yes Web View deferrals per participant: Yes Web View account balance(s) as of a given date: Yes Web View Plan statements per quarter: Yes Web View YTD contributions per participant: Yes Web D8. Complete the table below regarding reports you can provide to the Plan Sponsors. Report Frequency Available in Paper (Y/N) Available on Website (Y/N) Participant Loans Any period* Yes Yes Payroll Contributions Any period* Yes Yes Plan Statement Any period* Yes Yes Plan Cash‐Flow Any period* Yes Yes Investment Returns Any period* Yes Yes Lost Address Any period* Yes Yes Participant Eligibility Any period* Yes Yes Admin Allowance Account Transactions Any period* Yes Yes 408(b)2 Fee Disclosure Any period* Yes Yes *Reports are available for any period up to one year. The statement period must fall within the two‐year period from the date the report is being run. ATTACHMENT A 27 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. D9. Complete the table below to allow access to the demo plan sponsor website. Sample Website Web address: https://www.massmutualrsdemo.com/retiresmart/Landing.html Log‐in: No login needed. Password/security question: No password needed. Expiration date (if applicable): N/A D10. Indicate which administrative functions the Plan Sponsor may outsource, assuming they make use of all your administrative services and authorize your Firm to make approvals or otherwise perform. Once authorized, will the Proposing Firm carry out this function entirely without further Plan Sponsor staff involvement? Will Proposing Firm perform this function? (Y/N) Will you Carry Out Function?(Y/N) Qualified Domestic Relations Order (QDRO) review: Yes Yes QDRO approval: Yes Yes Emergency distribution review: Yes Yes Emergency distribution approval: Yes Yes Beneficiary change processing: Yes Yes Term distribution processing: Yes Yes Minimum required distribution processing: Yes Yes De minimis distribution processing: Yes Yes Plan document review/update: Yes No New participant loan applications and approval: Yes Yes D11. Complete the table below indicating the information and services you provide specifically to Plan Sponsors over the Internet. Function Proposing Firm will offer this function? (Yes/No) Report writing capabilities: Yes Payroll Deferral Posting Data: Yes Participant Account Balance Information: Yes Plan Account Balances by Fund: Yes Indicative Data Changes: Yes Withdrawal Request/Status Tracking: Yes Total Outstanding Loan Balances: Yes Total Number of Loans in Default: Yes D12. Briefly describe when and how the Plan Sponsor and participants would be notified of loan default status, either while in service or post‐separation. Be sure to include an explanation of what assistance you require from the Plan Sponsor in this regard. ATTACHMENT A 28 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Description: (100 word limit) MassMutual automatically handles all delinquent and defaulted loans. We mail a notification directly to the participant 15 to 20 days following a missed loan payment to alert the participant to the delinquent status of their loan. We also update the Loan Monitoring Report on the plan sponsor website to reflect the delinquent status of the loan and send a push e‐mail to City of Temple City to alert them to the updated status, view the Loan Monitoring Report and take corrective action. D13. Does an individual participant have the ability to make loan repayments after separating from service? If yes, indicate what sources other than payroll deduction are available. Yes, depending on the plan’s loan provisions, terminating participants may have the option to continue repaying the loan, pay off the outstanding loan balance in full or have the outstanding balance treated as a distribution. If the plan allows participants to continue loan repayments after termination, the participant will be required to set up automatic payments via Debit ACH. Loan repayment after separation (Y/N) Y Other Payment Sources Automatic payments via Debit ACH D14. Briefly describe your Firm’s participant loan administration processes and capabilities, including how a participant would apply for a loan and how the deduction information would be transmitted to the Plan Sponsor. Description: (100 word limit) Our process allows participants to model loans via our automated phone line or participant website. We process loans the same day when requested via our automated phone line or the participant website before 1:00 p.m. PST. We mail the loan check, distribution confirmation, promissory note, and the disclosure statement to the participant the following business day. Our system incorporates all limits and restrictions imposed by law. We provide loan status monitoring through our plan sponsor website and automatic loan default. All loan activity will be pushed to the plan sponsor via the plan sponsor portal. D15. Will your firm administer new plan loans taken out by a former employee (retired or separated) that will make loan repayments via ACH? (Yes/No) If yes, please provide any relevant details. ☒Yes ☐No Details: (100 word limit) MassMutual provides services to plans that allow terminated and/or retired participants with a deferred balance to initiate new loans. D16. In the past five (5) years, how many of your Firm’s public sector clients experienced participant loan defaults that were not reported to the Plan Sponsor and/or participant in a timely fashion, resulting in taxes not being paid in the correct year? Number of plans experienced such events: none D17. Complete the table below regarding the percentage of public sector DC plans that offer automatic enrollment and/or a Roth deferral feature. Year % of Govt DC Plans with Auto Enroll % of Govt DC Plans with Roth Deferral ATTACHMENT A 29 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. 2019 11% 30% 2018 7% 20% 2017 19% 35% 2016 4% 30% D18. Do you need the Plan Sponsor to specifically identify whether a Plan participant is making regular contributions, pre‐retirement catch‐up contributions, and/or age 50+ catch‐up contributions? (Yes/No for each contribution type) Regular Contributions No Pre‐Retirement Catch‐Up Contributions No 50+ Catch‐Up Contributions No D19. List any other administrative outsourcing services, not yet noted, that your Firm would make available to the Plan Sponsor. Additional Outsourcing Services: (200 word limit) We can automate most administrative and fiduciary activities including changes to participant information and salary contribution elections, enrollment eligibility calculations, monitoring unforeseeable emergency withdrawals and loan payments, and generating plan year‐end reports. City of Temple City’s staff can focus on strategic efforts instead of routine plan tasks. Automated Services will enable City of Temple City to make strategic decisions about the plan based on actual participant behavior. We will automatically handle: Eligibility calculation, Enrollment solicitation, On‐line enrollment, direct loan access, deferral rate changes, electronic contributions, direct mail communications and monitor loan repayments. Special transaction monitoring, monitor loan repayments, unforeseeable emergency withdrawals (including suspension monitoring), contribution limits for highly compensated employees, unforeseeable emergency approval2, RetireSmartSM suite of automatic retirement plan features, automatic enrollment, automatic asset allocation, automatic deferral increase, roll‐in consolidation service, Rollover approval services. These are just a few of the key services we can automate. Whichever services City of Temple City uses, City of Temple City can easily verify all activity via MassMutual’s plan sponsor website. D20. Are all communication and education services configured to comply (at a minimum) with the provisions of applicable federal law? ☒Yes ☐No D21. Although ERISA is not applicable to public sector plans, will you comply with the communication and education requirements of subdivision (c) of Section 1104 of Title 29 of the US Code, commonly referred to as Section 404(c), as a means of assuring that the Plan Sponsor meets its fiduciary responsibilities? ☒Yes ☐No D22. Does your Firm apply the US Department of Labor (DOL) plan sponsor and participant regulations requiring fee disclosure to plan sponsors and participants in non‐ERISA‐governed plans? If yes, please include a sample in the Exhibit Folder and label it Exhibit 5. 2 Additional fees may apply for these services. ATTACHMENT A 30 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. ☒Yes ☐No D23. Are you willing to indemnify and hold the Plan Sponsor harmless from any legal claims and actions arising out of the educational activities you provide to Plan participants. If no, briefly explain. ☒Yes ☐No D24. Will you provide legal assistance and compliance to assure the Plan(s) operate in compliance with current and future Internal Revenue Code provisions? ☒Yes ☐No D25. How will you inform the Plan Sponsor of actual or contemplated changes in laws or regulations that would impact the Plan(s)? Description: (100 word limit) We take a proactive approach to regulatory and legislative issues in order to ensure that City of Temple City’s plan remains in compliance. The Relationship Manager, Account Manager and Regulatory Consultant work together to provide timely communications to City of Temple City on all regulatory or legislative issues that impact the plan, participants or City of Temple City. In addition, our team has immediate access to an internal staff of approximately 180 regulatory and compliance experts, including attorneys, who provide the MassMutual Workplace Solutions Division with information on IRS and tax matters, as well as, state and other investment laws. D26. Will your Firm provide and maintain model plan documents for the Plan Sponsor for the Plan(s)? ☒Yes ☐No D27. Does your Firm provide a plan sponsor newsletter? ☒Yes ☐No E. INVESTMENT FLEXIBILITY E1. Will you require the use of a proprietary option to secure any enhanced pricing offered under this bid? If yes, please name the product(s). ☐Yes ☒No Required Proprietary Product Name E2. Provide the crediting rate formula for the proposed capital preservation investment option(s) (stable value, General or Fixed Account, etc.). Illustrate the current rate using this formula. Capital Preservation is a pooled product. At installation, the contract would be credited with the current pooled rate. Rate resets are based on the formula below. Note: A product level wrap fee might be required. This fee will reduce the credited rate resulting from the above process by the amount of the fee. The general formula solves for a gross credited rate that equates the market value of the separate account (assumed to earn the portfolio earning rate) with the book value account accumulated at the gross crediting ATTACHMENT A 31 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. rate. Expenses are deducted to produce a net rate. Generally for mature plans, cash flow in or out of the product is not significant. This results in the formula below. Crediting rate = ‐1 + (Market Value / Book Value)(1/T) x (1+portfolio yield) ‐ expenses, where T is a zero coupon bond with the same duration as the portfolio. The current rate as of 7/10/2020 is 1.90%. E3. For the proposed capital preservation investment option(s), provide quarterly investment returns, net of management and wrap fee, for the last 10 years. Quarterly returns for our Capital Preservation Account product are provided below: Date Gross Net Annual Expense Ratio Date Gross Net Annual Expense Ratio 12/31/2019 N/A 2.00% 0.80% 12/31/2014 N/A 1.50% 0.80% 9/30/2019 N/A 2.00% 0.80% 9/30/2014 N/A 1.30% 0.80% 6/30/2019 N/A 2.00% 0.80% 6/30/2014 N/A 1.25% 0.80% 3/31/2019 N/A 2.05% 0.80% 3/31/2014 N/A 1.10% 0.80% 12/31/2018 N/A 2.65% 0.80% 12/31/2013 N/A 1.10% 0.80% 9/30/2018 N/A 2.50% 0.80% 9/30/2013 N/A 1.20% 0.80% 6/30/2018 N/A 2.25% 0.80% 6/30/2013 N/A 1.36% 0.80% 3/31/2018 N/A 1.95% 0.80% 3/31/2013 N/A 1.50% 0.80% 12/31/2017 N/A 1.90% 0.80% 12/31/2012 N/A 1.70% 0.80% 9/30/2017 N/A 2.05% 0.80% 9/30/2012 N/A 1.95% 0.80% 6/30/2017 N/A 2.00% 0.80% 6/30/2012 N/A 2.15% 0.80% 3/31/2017 N/A 1.95% 0.80% 3/31/2012 N/A 2.25% 0.80% 12/31/2016 N/A 1.90% 0.80% 12/31/2011 N/A 4.35% 0.80% 9/30/2016 N/A 1.75% 0.80% 9/30/2011 N/A 2.40% 0.80% 6/30/2016 N/A 1.60% 0.80% 6/30/2011 N/A 2.65% 0.80% 3/31/2016 N/A 1.75% 0.80% 3/31/2011 N/A 2.85% 0.80% 12/31/2015 N/A 1.60% 0.80% 12/31/2010 N/A 2.80% 0.80% 9/30/2015 N/A 1.60% 0.80% 9/30/2010 N/A 2.80% 0.80% 6/30/2015 N/A 1.65% 0.80% 6/30/2010 N/A 2.80% 0.80% 3/31/2015 N/A 1.50% 0.80% 3/31/2010 N/A 3.20% 0.80% E4. Are the returns for the Capital Preservation Option GIPS compliant? ☒Yes ☐No ATTACHMENT A 32 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. E5. Are the returns for the Capital Preservation Option audited? ☒Yes ☐No E6. Provide the market‐to‐book value ratio (or formulaic equivalent adjustment factor) for the proposed capital preservation investment option(s) and the net of fee crediting rate for each of the following years: Year MV:BV Ratio Net Annualized Crediting Rate Year MV:BV Ratio Net Annualized Crediting Rate 2019 100.7% 2.01% 2013 101.1% 2.75% 2018 98.1% 2.34% 2012 102.4% 1.70% 2017 99.2% 1.98% 2011 101.9% 2.40% 2016 99.7% 1.75% 2010 101.6% 2.80% 2015 99.8% 1.59% 2009 101.0% 3.40% 2014 101.3% 1.29% 2008 N/A N/A E7. For the proposed capital preservation investment option(s), provide the most recent attribution sheet that shows the current portfolio breakdown by sector along with any and all wrap providers. Include this in the Exhibit Folder and label it Exhibit 6. Please refer to the attached Capital Preservation profile sheet labeled as Exhibit 6. E8. As applicable, provide a list of the fixed/stable value option wrap providers for any proprietary products and indicate whether or not they are currently providing additional wrap capacity. MassMutual provides the stable value wrap provisions. We do not envision any changes in capacity at this time. Wrap Provider Name Additional Wrap Capacity (Y/N) S&P Credit Rating % of Portfolio Wrapped Wrap Fee (%) MassMutual N AA+ 100% N/A E9. Describe the liquidity provisions for the proposed capital preservation investment option(s). Participant Liquidity: (50 word limit) The value of participants’ accounts are available for benefit payments and transfers to non‐ competing investments without application of the 12‐month deferral or a market value adjustment; transfers to competing investments not allowed. Plan Sponsor Liquidity: (50 word limit) The aggregate value of participants’ accounts is available at discontinuance without application of a market value adjustment, but subject to the provider’s right to defer liquidation up to 12 months. ATTACHMENT A 33 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. E10. At the end of the recordkeeping contract termination where you or your capital preservation is not retained, explain the plan level liquidity for each proposed product? Product Investment Type* Book Value Liquidation (Y/N) Put Period in Months Market Value Liquidation (Y/N) Securities In‐ kind (Y/N) Capital Preservation Account Pooled product Y none Y N/A *General Account, Separate Account, Commingled Stable Value, Money Market, etc. E11. If applicable, state the market value adjustment formula that will apply to the capital preservation product(s) that your firm has proposed under enhanced pricing. Briefly describe as needed. Formula: (100 word limit) The capital Preservation product is a 12 month put product that does not have a market value adjustment. E12. What benchmark is used to evaluate the performance of the proposed capital preservation investment option(s)? Product(s) Benchmark Capital Preservation Account Blended Benchmark Index comprises 50% FTSE Treasury Bill 3 month and 50% ICE BofAML 1‐3 year Treasury note. E13. Provide a list of ten non‐revenue share stable value/capital preservation products that are available through your investment platform. Product Name Expense Ratio Current Net Crediting Rate Proprietary? (Yes/No) Fixed Term GIA N/A3 1.00% Yes SAGIC Diversified 0.86% 2.05% Yes SAGIC Diversified II 0.42% 2.50% Yes SAGIC Core 0.76% 1.75% Yes SAGIC Core II 0.42% 2.10% Yes Capital Preservation Account 0.80% 1.95% Yes E14. State the floor rate and contract term for any proposed stable value fund or fixed option. Product Capital Preservation Account Floor Rate 1.00% Contract Term 5 years 3 The GIA reflects N/A for the expense ratio because it does not have a set management fee and credits a pre‐set guaranteed rate regardless of the financial performance of MassMutual's general account. ATTACHMENT A 34 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. E15. For any product that has a put provision, will you allow the Plan Sponsor to provide notice of possible liquidation in advance of any formal decision? For example, could the Plan Sponsor ask you to begin the put notification period and then elect at a later time to keep the fund prior to any actual liquidation and without any charge to the Plan and participants? ☐Yes ☒No E16. For all investment options on your platform, do you have restrictions on the number of trades a participant may make in a month, quarter, and year? ☐Yes ☒No We do not recordkeep funds that have redemption fees. E17. Can your organization apply short‐term trading restrictions and redemption fees? ☐Yes ☒No We do not recordkeep funds that have redemption fees. E18. Is it your practice to apply these restrictions and fees in accordance with the fund company’s policies? ☐Yes ☒No We do not recordkeep funds that have redemption fees. E19. Are participants notified if a trade or transfer they are making will have a redemption fee assessed? ☐Yes ☒No We do not recordkeep funds that have redemption fees. E20. How many days will it take for you to add or remove a fund from the Plan Sponsor’s Plan(s) once you have been given instructions? Number of days: See below If an agreement is already in place with the fund manager, we can typically add the fund to our recordkeeping system within six to eight weeks from the date of request. When an agreement or amendment is necessary, we depend on the responsiveness of the fund partner’s legal team. Typical amendments take 1‐3 months and agreements can take anywhere from 2‐12 months. After the amendment or agreement has been executed, we can begin the fund build, which is 6‐8 weeks. E21. Are fund additions and deletions subject to any monthly, quarterly or annual schedule? If yes, define the schedule. ☐Yes, ☐Monthly ☐Quarterly ☐Annually ☒ No E22. Briefly describe any restrictions to adding new funds to your platform. Description: (200 word limit) Funds must be daily valued with no redemption fees. E23. Do you receive compensation from fund companies outside of your revenue share agreements? ☐Yes ☒No ATTACHMENT A 35 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. E24. How many fund companies provide compensation to your firm that is separate from revenue share? Number of Fund Companies: 0 E25. Will you process non‐NSCC eligible investment options and are there any fees for this? ☐Yes ☒No Additional Fee: n/a E26. Provide a list of the investment options available through your proprietary and alliance networks. This list should include ticker symbols, expense ratios and revenue share information available for every fund. Segment the list by asset class. Provide this report in an Excel spreadsheet and include this in the Exhibit Folder and label it Exhibit 7. ☒Yes ☐No E27. Answer Yes/No in the table below to indicate your Firm’s ability to provide record keeping for the Plan Sponsor options that may include: Product Name Yes/No Non‐proprietary Commingled Trust Investment: Yes Non‐proprietary General Account: Yes, subject to underwriting Non‐proprietary Separate Account: Yes, subject to underwriting Non‐proprietary Annuity/Guaranteed Retirement Income Products: No Additional Fee: None E28. Do you currently offer a guaranteed minimum withdrawal benefit (GMWB) product? ☐Yes ☒No Product Name: Investment Cost: Insurance Cost: Portable to another recordkeeper: E29. If you answered “Yes” to the question above, will you allow other third‐party administration (TPA) companies to record‐keep your GMWB product? If yes, please identify the TPA firms that are providing your GMWB product to defined contribution plans today. TPA Firms Not applicable. E30. Will your Firm record keep the guaranteed minimum withdrawal benefit products provided by other firms? (Yes/No). If yes, please list the GMWB products of other firms that are available on your platform today. ☐Yes ☒No E31. Do you offer a self‐directed brokerage account (SDBA) option? (Yes/No) Offer SDBA (Y/N): Yes ATTACHMENT A 36 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Online Brokerage Company: Charles Schwab E32. Answer yes/no in the following grid as it relates to the SDBA. Can be traded? (Yes/No) Can be restricted? (Yes/No) Stocks: Yes Yes Bonds: Yes Yes ETFs: Yes Yes Mutual Funds: Yes Yes Options: No Yes Other Derivatives No No Closed‐end Limited Partnership No No E33. Do you have the ability to restrict the amount of assets a participant is able to hold within the SDBA? (Yes/No) ☒Yes ☐No E34. Is there a minimum account balance that must be maintained in the core investment menu? (Yes/No) If so, what is the dollar amount or percentage? ☒Yes ☐No Minimum Amount: $5,000 with subsequent transfers of at least $1,000 E35. Briefly discuss the process of moving assets to/from the core account, and any restrictions in trading frequencies or timing that may be imposed in the SDBA. Asset Transfers: (100 word limit) Participants can transfer money from the core account to the SDBA through the participant website or automated phone line. Once the money has been transferred, they can log into their Charles Schwab account to make trades. In order to move money from the SDBA back to the core account, the participant must liquidate the money from the SDBA. Then the money will be available in the participant’s core account. Restrictions in trading frequency and timing (100 word limit) Schwab follows all standard ERISA investment restrictions, including the restriction of trading or borrowing on margin, and the restriction of making investments in collectibles, commodities, precious metals, and currencies. While the plan can allow certain option trades, such as writing covered calls and buying protective puts, participants can only use hedging strategies. Speculative trading is not allowed. E36. Are participants able to defer directly to the SDBA? ☐Yes ☒No E37. Briefly describe how Roth assets are handled within the SDBA. Describe: (200 word limit) MassMutual’s recordkeeping tracks the source of all money and earnings invested within the SDBA. ATTACHMENT A 37 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. E38. Can participants separately designate the transfer of either pre‐tax or Roth after‐tax dollars to the SDBA? ☒Yes ☐No E39. Will the pre‐tax and Roth after‐tax contributions and earnings show separately on participant SDBA statements? ☐Yes ☒No E40. Briefly describe what information your quarterly statements include regarding specific transactions conducted in the SDBA. Describe: (100 word limit) MassMutual’s quarterly participant statement includes the balance invested in SDBA. Charles Schwab provides participants with monthly brokerage statements detailing their balances, securities positions, and transactions. E41. Do you require participants to maintain a balance in the core investment menu? (Yes/No) If so, what is the minimum dollar amount or percentage of assets. ☐Yes ☒No Minimum Amount or Percentage >50% E42. Provide a sample participant statement that your recommended SDBA partner would provide to participants. Include this in the Exhibit Folder and label it Exhibit 8. ☒Yes ☐No F. TRANSITION F1. Include a one‐page transition plan assuming your contract starts on November 30, 2020. Include this as Exhibit 9. A transition timeline can be found in Exhibit 9. F2. How many plans has your Firm transitioned from other providers listed below?: CLIENT TRANSITION 2019 2018 2017 2016 2015 2014 Under $20 million: 266 258 376 451 506 653 $20 million to $100 million: 35 25 37 54 52 39 $101 million to $200 million: 3 6 6 3 4 5 $201 million to $500 million: 4 0 2 4 6 3 Over $500 million: 0 0 0 1 0 0 Total 308 289 421 513 568 700 F3. What is the least amount of time needed for you to do a transition? What is the typical amount of time? Least amount of time (#days): 90 Typical (#days): 90 ATTACHMENT A 38 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. F4. Will you guarantee your stated implementation timeframe? (Yes/No) ☒Yes ☐No F5. Will you offer the Plan Sponsor a dedicated transition management team? (Yes/No) If yes, briefly describe the team members and their roles in the following table. ☒Yes ☐No Team member Role # of prior plans transitioned from current record keeper Mike Morrell Transition Manager 5 F6. Based on the Plan Sponsor’s demographic data and your Firm’s experience, complete the table below regarding your proposed on‐site education/communication commitment for the transition period. This response should be based upon the total hours and days that could be committed to under the services contract. If partial service days are considered in the proposal, the partial service days should not be counted as full days, but rather as their proportional equivalent of each day (for example: two half days equal one full day under the contract). Proposed number of transition service hours: 16 Proposed number of transition service days: 2 Are the hours/days in addition to onsite education commitments noted in Section C: Yes F7. Briefly describe how you will handle accounts already in systematic distribution during a Plan transition? Describe: (100 word limit) During the planning phase of the conversion, we send a transition letter to each retiree already in distribution. We alert them to the change in provider, identify the anticipated timetable, and confirm their address and direct deposit information (if applicable). We ensure that systematic benefit payments continue without interruption. F8. Briefly describe your approach to communicating with retired or otherwise separated employees. Describe: (100 word limit) We will include all non‐active employees with a balance in the plan in the mailings of communication material regarding the conversion. We will use their last known address as provided by the current recordkeeper. They will receive the same information and have access to the same services as the active employees. F9. Briefly describe how emergency distribution requests will be handled during the blackout. Describe: (100 word limit) Emergency distributions are a rare occurrence. We build participant records and balances on our system within ten business days of receipt from the prior recordkeeper. We notify participants of the blackout in advance, giving them the opportunity to plan and request a distribution from the prior recordkeeper prior to the blackout date if necessary. F10. How many days do you anticipate the entire blackout period lasting on your system? How many days in total? If records are received in the requested format and balance to the transferred assets, it will only take three to five business days from receipt to establish accounts on our system. ATTACHMENT A 39 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Blackout on your system: 3‐5 Total blackout days: 3‐5 F11. Briefly describe any transactions that would be prohibited during this period? Describe: (100 word limit) We request that all transactions are frozen during this period. F12. How long will participant assets be out of the market during the transition? Total number of days: 1 F13. Are you able to transfer any of the Plan assets/shares in‐kind? ☒Yes ☐No F14. Are you able to transfer self‐directed brokerage assets? ☒Yes ☐No G. Fees and Expenses Proposal G1. Complete the table below, showing your firm’s proposed annual fee, on a per‐participant, fixed dollar fee for providing record‐keeping, administration, participant services, plan sponsor services, and on‐site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven‐ and ten‐year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. PER HEAD FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year $358 No 7 year $358 No 10 year $358 No * Willing to offer pricing without guaranteed extended term G2. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a per‐participant, fixed dollar basis with the use of any such proprietary offerings and state the required product(s) or service(s). PER HEAD FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year $349 No Capital Preservation 7 year $349 No Capital Preservation 10 year $349 No Capital Preservation * Willing to offer pricing without guaranteed extended term ATTACHMENT A 40 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. G3. Complete the table below, showing your firm’s proposed annual fee, as a percentage of plan assets, for providing record‐keeping, administration, participant services, plan sponsor services, and on‐site education and counseling for the Plan(s) assuming the use of no proprietary products. It should be noted that while the Plan Sponsor is interested in longer term pricing, purchasing requirements may stipulate that the maximum term available is limited to five years. Thus, any seven‐ and ten‐year pricing offers carry an assumption that the Plan Sponsor extends its contract with your firm at the appropriate time and the risk that the Plan Sponsor does not extend. ASSET BASED FEE, NO PROPRIETARY PRODUCTS CONTRACT TERM 457 Plan Extended term* (Y/N) 5 year 0.34% No 7 year 0.34% No 10 year 0.34% No * Willing to offer pricing without guaranteed extended term G4. If your firm is willing to provide enhanced pricing based on the use of any proprietary products or services, such as (but not limited) to a specific stable value/general account option, advisory/managed account services, and/or brokerage option, please state what your fee would be on a percentage of plan asset basis with the use of any such proprietary offerings and state the required product(s) or service(s). ASSET BASED FEE, WITH PROPRIETARY PRODUCT(S) CONTRACT TERM 457 Plan Extended term* (Y/N) Proprietary product(s) or service(s) 5 year 0.33% asset charge No Capital Preservation 7 year 0.33% asset charge No Capital Preservation 10 year 0.33% asset charge No Capital Preservation * Willing to offer pricing without guaranteed extended term G5. Would you include the accounts and/or assets invested through the SDBA in the calculation of the revenue requirement provided? (Yes/No) ☒Yes ☐No G6. If the Plan Sponsor uses your Firm’s contract, describe your termination language (at‐will versus for cause, required advance notice timing for termination, etc.). Describe: (200 word limit) The plan sponsor may terminate the contract by providing 30 days written notice of termination. G7. State which products (General Account, Self‐Directed Brokerage, Managed Accounts, etc.) are not subject to your revenue requirement, if any. Describe: (100 word limit) MassMutual’s revenue requirement would be applied to all plan assets including any of our fixed/guaranteed/stable value options with the exception of the self‐directed brokerage account and company stock. G8. Provide a fee schedule for the self‐directed brokerage account (SDBA) option. Be sure to include set‐up and maintenance fees as well as trading costs. ATTACHMENT A 41 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Brokerage Fee Fees Set‐up Fee: $0.00 Annual Maintenance Fee: $100.00 Trading Costs Online Broker Assisted Per Stock Trade: $0.00 Electronic +$25 Per Bond Trade (cost range): $0.00 $25 Per Mutual Fund Trade (cost range): $0.00 Electronic +$25 G9. Do you receive revenue from the SDBA option? (Yes/No) What revenue do you receive from the SDBA option? ☐Yes ☒No G10. Would you include the revenue received for SDBA assets in the revenue calculation? (Yes/No) ☐Yes ☒No Not applicable G11. If applicable, will your Firm credit all revenue received from assets invested in the SDBA back to the participant accounts associated with the SDBA investment? (Yes/No) ☐Yes ☐No Not applicable G12. Are you able to apply a Plan Sponsor‐imposed administrative fee in addition to your fee? (Yes/No) ☐Yes ☒No Not applicable G13. Are you able to apply the Plan Sponsor‐imposed administrative fee to all assets including self‐directed brokerage? (Yes/No) If no, describe the process for billing SDBA assets in this regard. ☐Yes ☒No Describe: (100 word limit) MassMutual does not deduct recordkeeping or consultant fees from the SDBA. G14. With regard to financial planning, provide a fee schedule for any related services. Fee Schedule: (100 word limit) There are no fees associated with Financial Planning services. MassMutual considers financial planning a value‐add where participants should not be assessed an additional fee. G15. Describe the fee, if any, for providing investment advice, be it through the on‐site representative using an online tool, or through the representative using some other program or approach. Describe: (100 word limit) MassMutual provides a financial wellness planning tool; MapMyFinances that offers free guidance through its unique algorithms. The algorithms provide the user a score and a game plan to help them ensure their financial needs are met. ATTACHMENT A 42 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. G16. Are fees for a financial planning service proposed by your Firm assessed to the entire participant population or only to those who use the service? ☐Entire population ☐Those who use it There are no fees associated with Financial Planning services. G17. Please provide a fee schedule for your online advice and managed account program. Please also indicate whether or not the revenue for these programs would apply towards any revenue or pricing requirements. An annual fee for this service is calculated on a tiered fee schedule and will be between 0.40% and 0.60%. The fee will be deducted from the participant’s retirement account on a quarterly basis. Actual fees will be disclosed in the Investment Advisory Agreement between your participants and NextCapital Advisers. Standard Pricing ‐ Participants utilizing Manage My Retirement are charged an annual fee equal to 0.60 basis points on the first $100,000, 0.50 basis points on the next $150,000, and 0.40 basis points on the remaining balance over $250,000 in a Participant’s account. 1/12 of the annual fee is assessed on a monthly basis. MANAGED ACCOUNT ASSET RANGE Opt‐in Only Fee Schedule % Revenue applied toward recordkeeping fee N/A – see above G18. Provide a list of all other non‐asset based, participant‐related administration expenses. Participant Administration Services Cost of Services ($) Loan set‐up: $75 per loan Loan maintenance: $40 annually per loan In‐service withdrawals: $50 Emergency withdrawals: $125 per approval plus $50 distribution fee Required minimum distributions: $50 QDRO determination: $500 QDRO processing: $50 Stop payment: Included Replacement 1099‐R: Included Wire transfer/EFT: Included Disbursements: $50 per non‐repetitive distribution for any reason G19. Provide a list of all non‐asset based plan sponsor‐related administrative expenses. This would include special reporting charges, legal fees, administrative processing fees, communications fees, QDRO administration fees, and plan document preparation fees (including any fees to maintain, update, and/or ensure compliance of such document with the Internal Revenue Code). Plan Sponsor Administration Services Cost of Services ($) Plan reporting: Included Plan document preparation: Included upon conversion ATTACHMENT A 43 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Plan document maintenance: Required regulatory amendments: Included Plan Sponsor initiated amendments: $300 Identifying population eligible for required minimum: Included Lost participant/bad address search: $3.00 per address Assistance with audits: Included Custom communications including customization of website: Included Plan‐level fund changes: Included Participant communication/mailing: $2.35 per participant to mail to homes G20. Identify all non‐asset based participant and plan sponsor service fees not included above. In addition to our services detailed in this proposal, MassMutual also offers a host of other services that plan sponsors may elect for an additional fee. These services and their corresponding fees are listed below. Ongoing Administrative Services Service Fee Contribution processing when debit ACH not used $1,200 per subscriber per year Refinanced loan charge $75 per loan, $40 annual loan maintenance fee Insufficient funds For terminated employee continuing loan repayments through debit ACH $75 Installment payment set up charge $100 Annuity payment set up charge $1754 Overnight check fee $40 Reprocessing (adjustment) Included if the adjustment takes less than four hours. $160 per hour is assessed for adjustments that are more complex and take more than four hours to complete. Onsite Education Included ‐ If the minimum attendance requirement is met. $1,500 per day – If the minimum is not met. MassMutual Regulatory Advisory ServicesSM Service Fee Sponsor‐initiated amendments to customized MassMutual Volume Submitter plan including board resolution, Summary of Material Modifications or updated summary plan description fee quoted upon request 4 The purchase price of an annuity will include an additional cost not to exceed 2% of the annuity to cover acquisition costs and state premium tax, if applicable ATTACHMENT A 44 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. Summary Plan Description for MassMutual Volume Submitter plan (if not related to a plan amendment) $300* General consulting services Any other non‐standard service (including, but not limited to, contribution projections, plan termination assistance, plan audit assistance and new comparability illustrations) $200 per hour (costs will be estimated prior to services being provided) *Additional fees may apply. A quote will be provided prior to any work being completed. PERFORMANCE GUARANTEES G21. Complete the following table describing the performance guarantees, if any, you propose. Disclose the dollars you are willing to put at risk for failing to meet the proposed benchmarks. Please be specific. “To Be Determined” is not an acceptable response. Services Benchmark Amount at Risk Phone Plan sponsor services response time: Answer phone calls from City of Temple City within 24 hours. City of Temple City’s designee must be clearly identified. N/A Participant services response time: 80% of calls will be answered within 30 seconds by a live operator, and an abandonment rate of less than 3%. If call volumes exceed 10% of normal or budgeted volumes as determined by MassMutual, the month would be excluded. For issues out of MassMutual’s control, we would evaluate the circumstances and details to come to a mutually agreeable outcome. $1,000 per calendar quarter (normal or budgeted volumes monitored daily, weekly and quarterly and determined by MassMutual). Return all calls to plan sponsor within: 24 hours N/A Return all calls to participants within: We research any participant inquiry and provide an answer as soon as possible with a goal of responding within 24 hours. However, we will take additional time if necessary to ensure the quality of our response and provide the most accurate answer. N/A Statements Participant statement mail time: Not applicable. Statements are posted online. N/A Sponsor plan statement mail time: Not applicable. Statements are posted online. N/A Participant online statement posting: 99% posted to the website within 15 business days after quarter close. Dependency: Receipt of all necessary information (i.e., message approval) from City of Temple City five (5) weeks prior to the end of the quarter for which the statement period is Not to exceed $2,000 per calendar quarter ATTACHMENT A 45 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. applicable. Sponsor online statement posting: Available online immediately. N/A Participant Services Number of on‐site individual meetings: MassMutual will meet annually with City of Temple City and Hyas to discuss and mutually agree in writing the number of group meetings that will be provided each year. MassMutual will document the number of group meetings to be held and will include the number of group meetings held, their locations and topics covered as part of the Plan Performance Review. $2,000 annually if agreed upon meetings are not completed Number of on‐site group meetings: MassMutual will meet annually with City of Temple City and Hyas to discuss and mutually agree in writing the number of group meetings that will be provided each year. MassMutual will document the number of group meetings to be held and will include the number of group meetings held, their locations and topics covered as part of the Plan Performance Review. $2,000 annually if agreed upon meetings are not completed Financial planning services: We evaluate our CEMs' ability to actively engage and enable positive savings behavior among our participants. Each CEM is tasked with delivering 50% action ratios (the percentage of participants that take affirmative action as a result of a guidance experience) in their workplace interactions. N/A Plan participation rate increases: Same day N/A Deferral rate increases: Same day N/A Transition Timeline: Provided MassMutual receives electronic test files no later than 30 days prior to the service start date and the format of the live conversion files match the format of the test files, we will guarantee that the plan will be live on our systems within 10 business days of receipt of the final conversion records from the prior vendor. MassMutual will pay a penalty of $2.00 per participant per day for every day that the plan is not live on our systems. The penalty will be paid to an Expense Budget Account which can be used to pay plan related expenses at the direction of City of Temple City. Deliverables: MassMutual will meet with City of Temple City to discuss the transition deliverables. N/A On‐site meetings: We will work with City of Temple City to N/A ATTACHMENT A 46 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. determine to appropriate number of transition education days. Administration Contribution posting: 98% processed same day of receipt in good order with complete and accurate data including financials. $1,000 per calendar quarter MassMutual will correct as of the original effective date, at its expense, any errors MassMutual commits in processing contributions sent by the Plan Sponsor Withdrawals processed: 98% of withdrawals processed within one (1) business day provided the request is received in good order by 1:00 p.m. PT. $1,000 per calendar quarter Emergency withdrawals processed: 98% of Unforeseeable Emergency withdrawals processed within one (1) business day provided the approved request is received in good order by 1:00 p.m. PT. $1,000 per calendar quarter Rollovers/transfers out: 98% of withdrawals processed within one (1) business day provided the request is received in good order by 1:00 p.m. PT. $1,000 per calendar quarter Loan processing (if applicable): Loan withdrawals requested via MassMutual Workplace Solutions’ 800# or our participant website before 1:00 p.m. PT. of a business day (or the close of the New York Stock Exchange if earlier) will be processed the same day. $1,000 per calendar quarter MassMutual will make the participant whole by crediting any lost earnings (net of any gains) to participant’s account Plan Sponsor Services Report delivery: Reports are available to City of Temple City at any time through our plan sponsor website. N/A Training: The assigned CEM will take the lead in educating City of Temple City on new products, services, tools, and committee education topics. N/A Overall Satisfaction Draft and distribute survey: Annually with periodic touchpoint surveys N/A Satisfaction survey score: We monitor client satisfaction through MassMutual MutualVoice. MassMutual MutualVoice is our customer experience management platform for plan sponsors, plan consultants, and participants. The scores are measured on a scale of 0‐10. Typically, ratings are 8.0 and above. N/A If instructions are not processed on a business day for reasons beyond MassMutual's reasonable control, including without limitation, that the order is not accepted for any reason by the investment option in question, the instructions will be processed at the value determined at the close of the New York Stock Exchange on the next business day or as soon, thereafter, as is feasible. ATTACHMENT A 47 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. The performance of the respective duties of MassMutual and City of Temple City under the Services Agreement are excused for any period of time during which performance is impossible due to events beyond the control of either party. This includes, but is not limited to, floods, fire, earthquakes and other natural disasters; power outages; the malfunction of communication facilities; and the closing of stock exchanges. G22. Will you agree to provide reports to the Plan Sponsor that detail all service performance benchmarks and whether or not they are being met? (Yes/No) If yes, how frequently are the reports available? ☒Yes ☐No Frequency: Annually or as requested G23. As it pertains to the performance guarantees referenced above, have you ever had to make payments to any clients for failure to perform on these types of guarantees? (Yes/No) If yes, please state how many times over the last three (3) years such payments have been made. ☐Yes ☒No # of times payments made: FEE ADMINISTRATION G24. If the final investment line‐up selected were to generate some amount of revenue sharing, will you rebate any and all revenue above the contracted amount? (Yes/No) If yes, when or how frequently would this rebate occur (monthly or quarterly)? ☒Yes ☐No Frequency: Monthly or quarterly depending on agreement G25. If the Plan Sponsor desires to assess participants a Plan Sponsor‐imposed asset‐based fee to offset Plan administration‐related expenses, will your Firm assess this fee on behalf of the Plan Sponsor and return those collected fees to the Plan(s) as they are collected? (Yes/No) If yes, briefly describe, addressing the frequency of the fee and how it would be calculated and assessed. ☒Yes ☐No Describe: (100 word limit) If City of Temple City elects to have expenses deducted from participant accounts, the system will automatically withdraw fees on a pro‐rated basis based on the investment elections made by the participant. These fees will be deducted solely from investment income. G26. What are the Plan Sponsor’s options in terms of the setup of the account to hold such assets, and in what investment may the assets be invested? Does this investment option have to be on the core menu? Upon request, MassMutual will set up an Expense Budget Account (EBA). The EBA provisions between MassMutual and City of Temple City are included in the plan’s Expense Budget Account agreement with City of Temple City. The EBA provisions will vary depending on the crediting method (fixed or variable), the payment timing (upon request or direct), the type of plan, the calculation period (monthly or quarterly), and ATTACHMENT A 48 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. the individuals to whom the payment is made. Yes, the EBA Credits are typically invested in a stable value‐ type investment that may earn interest, or any other investment as directed by the Plan Sponsor. Account option(s) EBA Investment Choice(s) SV or as instructed G27. Does this investment option have to be on the core menu? (Yes/No) ☒Yes ☐No G28. Will your Firm hold onto these assets in the plan/trust? (Yes/No) If yes, briefly describe how the Plan Sponsor would access the assets held in this account? ☒Yes ☐No Describe: (100 word limit) We make payments for qualified plan expenses based on instruction from the plan sponsor. We review the plan's EBA annually to ensure that revenue being generated supports the current year's anticipated EBA payments and make recommendations to the plan sponsor if the account value greatly exceeds expenses. G29. Will you provide an account statement report no less than quarterly for the Plan Sponsor Account? (Yes/No) ☒Yes ☐No G30. Will the statement label all cash flows and dates of each transaction? (Yes/No) ☒Yes ☐No G31. Will your Firm, if directed, apply a hard dollar annual per participant fee cap? (Yes/No) For example: The plan sponsor may wish to assess participants a plan administration fee of 0.10% of assets, but only to a maximum of $150 per year. (Participant with over $150,000 in assets would pay a maximum of $150 and the 0.10% would not be applied to balances greater than $150,000.) ☐Yes ☒No G32. Will your Firm, if directed, credit revenue share from the investment providers towards offsetting any per‐participant plan administration fee? (Yes/No) ☒Yes ☐No G33. Will your Firm, if directed, return revenue share from investment providers in a pro‐rata fashion directly back to the participants who had invested in those funds each quarter, if so directed by the Plan Sponsor? (Yes/No) For example: Participant A invests in Fund A and Fund B. Fund A generates 0.25% in revenue share annually and Fund B generates 0.15% annually. Participant A holds 0.5% of the Plan’s total investment in Fund A and 0.5% of the Plan’s total investment in Fund B. Each quarter 0.5% of the revenue received or credited from Fund A would be reimbursed into Participant A’s account and 0.5% of revenue from Fund B would be reimbursed into Participant A’s account. Other participants with different proportionate shares of the Plan’s total investments in Fund A and Fund B would receive different reimbursements in accordance with their proportional share of those funds. ☒Yes ☐No ATTACHMENT A 49 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. For circumstances where the individual investments in the fund line up provide various revenue sharing amounts, we have the ability to debit or credit each fund within the investment line up to derive the required revenue sharing amount. If a fund produces more revenue than the required revenue desired, we credit the difference back to the participant’s account. If a fund produces less revenue than the required revenue desired, we debit the difference from the participant’s account. G34. Will your Firm apply different revenue share rebate credits and/or administrative fee offsets at the participant level as applicable to each fund? (Yes/No) For example: A participant invests in Fund A, Fund B and Fund C. Fund A generates 0.25% in revenue share annually, Fund B generates 0.10% annually and Fund C generates no revenue sharing. The plan sponsor has elected to assess all participants a 0.10% administrative fee annually that can be partially or fully offset by any fund revenue sharing. Accordingly, participant assets that are invested in Fund A that shares 0.25% would receive an account credit of 0.15% based on the assets in Fund A; participants in Fund B would receive no credit and no applicable administrative charge assessed to the assets in Fund B; and participants in Fund C would be charged the full 0.10% on the assets invested in Fund C. ☒Yes ☐No For circumstances where the individual investments in the fund line up provide various revenue sharing amounts, we have the ability to debit or credit each fund within the investment line up to derive the required revenue sharing amount. If a fund produces more revenue than the required revenue desired, we credit the difference back to the participant’s account. If a fund produces less revenue than the required revenue desired, we debit the difference from the participant’s account. G35. As a requirement to contract with the Plan Sponsor, will you commit in writing to specifically disclosing all revenues received from the investment options and services you offer to the Plan Sponsor? (Yes/No) ☒Yes ☐No G36. The Plan Sponsor may be exploring different fee collection models from participant accounts. Is your Firm able to implement a hybrid model where fees are collected on both a per‐head fee and an asset‐based fee? (Yes/No) ☒Yes ☐No G37. Is your Firm able to implement a minimum fee cap where smaller accounts do not pay an additional administrative tack‐on fee? (Yes/No) ☐Yes ☒No G38. Is your Firm able to implement a maximum fee cap where larger accounts do not pay an additional administrative tack‐on fee once they hit a breakpoint? (Yes/No) ☐Yes ☒No G39. Will your firm provide a Plan Sponsor Admin Account report detailing all transactions as frequent as monthly and no less than quarterly? (Yes/No) ☒Yes ☐No ATTACHMENT A 50 © 2020 Massachusetts Mutual Life Insurance Company (MassMutual), Springfield, MA 01111‐0001. All rights reserved. www.massmutual.com. G40. Will your firm provide a description of each transaction in the Plan Sponsor Admin Account report? (Yes/No) ☒Yes ☐No H. REFERENCES Current Governmental Client References Provide the following information for four (4) governmental employers with plan assets of less than $25 million for which your Firm presently provides 457 Plan record keeping and plan administration services. Select a contact person for each plan who has managerial/committee member responsibilities associated with the plan. Former/Terminated Client References Provide the following information for four (4) governmental employers for which your Firm has, in the last five years (but does not presently), provided 457 Plan record keeping and plan administration services. Provide a contact person who has/had managerial/committee member responsibilities associated with the plan. Transition References Provide the following information for four (4) governmental 457 plans with plan assets of less than $25 million each, for which you have performed an incoming plan asset and participant date transition within the past three years. Select a contact person at each client that was directly involved with the transition process. Please refer to Exhibit H – References for MassMutual’s client contact information. ATTACHMENT A FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. B U I L D I N G A P A R T N E R S H I P ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. WORKING TOGETHER B U I L D I N G A P A R T N E R S H I P Kevin McAtamney Regional Sales Director Mike Roenfeldt Implementation Consultant Wayne Veal, Jr. Relationship Manager Grace Torreblanca Retirement Education Counselor ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. Improve Participant Engagement Experience Retirement Readiness Making a Move Easy WHAT’S IMPORTANT TO YOU B U I L D I N G A P A R T N E R S H I P ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. T H E E M P O W E R D I F F E R E N C E ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. W H A T W E B E L I E V E Our vision is to revolutionize workplace retirement savings. ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. A B O U T U S LARGEST RECORDKEEPER ** OVER 40,000 PLANS AND 9.6 MILLION INDIVIDUALS * $583 BILLION * STABILITY, SCALE AND LEADERSHIP * As of March 31, 2020. ** Pension & Investments 2020 Defined Contribution Survey Ranking as of April 2020. ATTACHMENT B SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM DELIVERING MEANINGFUL, MEASURABLE VALUE ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS ADVICE FOR YOUR EMPLOYEESLEADING WITH RETIREMENT -FIRST FOCUS BENEFIT FROM OUR EXPERIENCE ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY 99.5%Of our employees are working from home and delivering uninterrupted service. 91% of calls answered within 90 seconds. Reliable access to web and systems. No systems outages. Leading the industry. Waived distribution and loan fees. Committed to no COVID-19 layoffs. 2:1INCREASED OUR COMMUNITY DONATION MATCH* T H E E M P O W E R D I F F E R E N C E 6,000 EMPLOYEES LEADING WITH A RETIREMENT -FIRST FOCUS We were built for times like these Empower Retirement data January 1, 2020 to May 28, 2020. *Employee donation campaign April and May 2020. ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES O U R V A L U E Fiduciary services provided for your employees … 4% 67% 29% FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY A FIDUCIARY MODEL THAT DELIVERS ADVICE TO YOUR EMPLOYEES Retirement planning Budgeting Social Security Retirement income Rollover & distribution options Investment strategy Source: Government market plan data as of December 31, 2019. 1. “Engaged Retirement Consultant” represents participants working with Retirement Services Group(RSG) retirement consultants. “Stay in Plan” retention reflects participants who chose to stay in plan after speaking with a RSG retirement consultant. 1 Participant level 3(21) and 3(38) fiduciary services provided by Empower Retirement Advisory Services powered by Advised Assets Group, LLC a registered investment adviser. Online Advice and the Professional Management Program are part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser. …that help improve your in-plan retention rates.2 Retirement Consultant1 No Retirement Consultant Cashout Rollout Stay in Plan 14% 25% 40% 75% 46% 0% ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES O U R V A L U E FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY Top-rated mobile app Health Cost Estimator Integrated HSA Financial wellness Empower Dynamic Retirement Manager™ Peer comparison My Total Retirement™1 Retirement Plan Advisors Empower Dynamic Retirement Manager™ is provided by AAG. 1 Online Advice and My Total Retirement™are part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser. There is no guarantee provided by any party that participation in any of the advisory services will result in a profit. FOR ILLUSTRATIVE PURPOSES ONLY ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES A MODERN TECHNOLOGY PLATFORM … O U R V A L U E PROTECTING EMPLOYEE DATA An innovative, responsive proprietary system Scale and flexibility that leverages cloud technology Immediate transaction updates and reporting Integrated recordkeeping and trust data Easier access to data and reporting FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES O U R V A L U E FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY 1 2019 National Association of Government Defined Contribution Administrators, Inc. (NAGDCA) Leadership Awards. 2 2019 Pensions & Investments Eddy Awards. 3 2019 PLANSPONSOR Defined Contribution Survey as of January 21, 2020. 4 2019 PLANADVISER Retirement Plan Advisor Survey as of October 2019 5 2019 Newsweek America’s Best Service survey. 6 2019 MarCom Awards as October 23, 2019. 7 2019 Plan Sponsor Council of America (PSCA) Signature Awards. 8 2019 Hermes Creative Awards. PROVIDING SERVICE EXCELLENCE FOCUSED ON YOUR RESULTS O U R V A L U E 6 NAGDCA Leadership Awards1 9 P&I Awards2 77 Best-in-class awards3 Number one in 7 categories – PLANADVISER survey4 Top 3 in Newsweek's 2019 America's Best Companies for Service5 183 MarCom Awards6 97 Hermes Creative Awards82 PSCA Signature Awards7 ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES O U R V A L U E DELIVERING MEANINGFUL, MEASURABLE VALUE Our Plan Sponsor Experience makes it easy to monitor and manage: Detailed participant overview Lifetime Income Score Plan analytics On-demand reporting Investment monitoring Fiduciary archive FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY RATED #1 BY INVESTMENT PROFESSIONALS FOR 7 YEARS IN A ROW Source: 2018 PLANADVISER surveyFOR ILLUSTRATIVE PURPOSES ONLY ATTACHMENT B MAINTAINING A RETIREMENT-FIRST FOCUS SIMPLIFYING ADMINISTRATION WITH A MODERN TECHNOLOGY PLATFORM PROVIDING SERVICE EXCELLENCE FOCUSED ON RESULTS DELIVERING MEANINGFUL, MEASURABLE VALUE OUR FOCUS ENGAGING EMPLOYEES WITH INNOVATIVE AND INTUITIVE RESOURCES FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY FOR ILLUSTRATIVE PURPOSES ONLY O U R V A L U E DEMONSTRATED LEADERSHIP WITH GOVERNMENT CLIENTS Our focus enables us to commit to our clients and your employees for the long term. Source: PLANSPONSOR Recordkeeping Survey 2019. RANK FIRM 457 RECORDKEPT ASSETS MARKET SHARE 1 Empower Retirement $82.5 23.0% 2 Nationwide $78.1 21.7% 3 Voya $64.2 17.9% 4 ICMA-RC $36.4 10.1% 5 Prudential $23.6 6.6% 6 MassMutual $14.5 4.0% 7 Fidelity $12.6 3.5% 8 T. Rowe Price $9.6 2.7% 9 TIAA $8.6 2.4% 10 VALIC $4.5 1.3% Top-10 total $334.5 93.1% Industry total $359.2 ATTACHMENT B E M P L O Y E E E N G A G E M E N T ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. GUIDANCE AND ADVICE THROUGH THE ENTIRE JOURNEY E M P L O Y E E E N G A G E M E N T Get started Tax savings strategies Investment strategy Financial planning Job changes/retirement Financial wellness Best interest advice Prioritize savings goals ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. EXPERIENCES DESIGNED TO DRIVE RESULTS E M P L O Y E E P R O G R A M S 1:1 individual consultations FACE -TO-FACE MEETINGS E M P L O Y E E P R O G R A M S Automated, multi-touch, progressive campaigns PERSONALIZED CAMPAIGNS Addresses employees' unique goals GOALS -BASED CONTENT ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. AREAS OF OPPORTUNITY Deliver personalized participant engagement. Target specific participant behaviors for improvement. Drive increased participant reach through email capture. Support plan change events. OBJECTIVES TACTICS COMMUNICATIONS FOR THE R E S U L T S Y O U C A N S E E Increase overall plan health. Increase participation rate. Expand email capture. Reach 100% of affected employees with plan change information. Adopt personalized participant communications Q1. Launch participation campaign, launch Q1. Distribute email capture communication to employees. CITY OF TEMPLE CITY DC PLAN ATTACHMENT B NOW IS A GOOD TIME Providing support for the idea that the journey is just as important as the destination. And that in order to live boldly, one must also save wisely. ATTACHMENT B Y O U R P L A N S P O N S O R E X P E R I E N C E ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. PROFESSIONALS DEDICATED TO THE SUCCESS OF YOUR PLAN Y O U R P L A N S P O N S O R E X P E R I E N C E GRACE TORREBLANCA Retirement Education Counselor 10 years of experience MIKE ROENFELDT Implementation Manager 25 years of experience LINDA MORRIS Customer Service Manager 25 years of experience Extensive experience with plans like yours A collaborative partnership between the team and you HYAS GROUP is/are not affiliated Empower Retirement, LLC and its affiliates. A service experience that’s both proactive and high touch WAYNE VEAL JR. Relationship Manager 10 years of experience ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. PLAN DESIGN REVIEW Initial plan design review to help ensure you are aligned to meet your goals Ongoing insight and assistance, including timely retirement law change updates Supported by PlanVisualizer™ tools DEDICATED RESOURCES FOR ADMINISTERING YOUR PLAN Y O U R P L A N S P O N S O R E X P E R I E N C E REGULATORY & FIDUCIARY SERVICES Regulatory updates that provide information and tools to help you meet your fiduciary responsibilities Compliance and consulting support, including merger and acquisition support Prototype plan document maintenance (as needed) ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. Auto enrollment Deferral recordkeeping Beneficiary recordkeeping QDRO approval1 Hardship approval Loans Distributions Required notice mailings FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY SUPPORTED BY INNOVATIVE TOOLS AND TECHNOLOGY 1.QDROs are processed by QDRO Consultants. Contracted separately with clients to qualify domestic relations orders (DROs) based on established terms and fees. The outsourcing includes the assumption of risk, complete review of DROs and the determination regarding the qualified status. ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. M A K I N G A S M O O T H T R A N S I T I O N ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. 25 years of experience Help government plan sponsors navigate the transition from prior record keepers. Industry sector experience: Government, Non-profit, Corporate, Quasi-government Recent Government Implementation: Chicago Housing Authority Email: Michael.roenfeldt@empower-retirement.com Phone Number: 303-737-1313 Michael Roenfeldt I m p l e m e n t a t i o n C o n s u l t a n t F I D U C I A R Y R E S P O N S I B I L I T I E S EMPOWER RETIREMENT ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. Our proven process converted 4,399 plans in 2019.1 CONVERSION EXPERIENCE AND EXPERTISE M A K I N G A S M O O T H T R A N S I T I O N We have converted 186 2 plans from ICMA & CalPERS 3 since 2017. 1 Empower data as of December 31, 2019. 2 Empower data as of 2017. 3 ICMA & CalPERS is not affiliated with Empower Retirement, LLC and its affiliates. 4 ICMA & CalPERS is not affiliated with Empower Retirement, LLC and its affiliates. We work with in-house payroll providers.4 ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. OUR EXPERIENCED AND PROACTIVE TEAM IS THERE FROM START TO FINISH M A K I N G A S M O O T H T R A N S I T I O N 1. ASSESS Data collection and requirements 2. EXECUTE System setup and testing 3.DELIVER Data/asset conversion and go-live EMPOWER ACTIVITIES Gather needed data and documents Conduct conversion meeting Complete required documents Conduct weekly calls Test data review and programming Set up payroll and testing Deliver agreements Develop enhancements Set up system and programming Create and deliver communications Transfer data Transfer assets Load final data Set up audit Conduct final validation Go live CLIENT ACTIVITIES Provide needed data and documents Notify ICMA & CalPERS Participate in conversion meetings Review requirements documents Review and sign off on: • Requirements • Agreements • Communications • Program payroll files Approve final reconciliation Go live ICMA & CalPERS is not affiliated with Empower Retirement, LLC and its affiliates. ATTACHMENT B Y O U R P L A N P R I C I N G ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. ASSET BASED (PER PARTICIPANT)*SERVICES INCLUDED SCENARIO 1 Recordkeeping only 0.31% ($128)Implementation Annual ongoing recordkeeping Trustee services via Great-West Trust Company Compliance and reporting services 2 days of education meetings SCENARIO 2 Assumes proprietary assets move to Putnam Stable Value (2.50%) 0.30% ($124)Implementation Annual ongoing recordkeeping Trustee services via Great-West Trust Company Compliance and reporting services 2 days of education meetings FEE SCENARIO *Participant with a balance ERISA Spending Account —A portion of shareholder servicing fees may go into an ERISA Spending Account. These funds can be used to pay appropriate plan-related expenses and certain unused funds may be allocated to participant accounts. ATTACHMENT B T H A N K Y O U ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. BUILDING A P AR TNER SHIP THE EMP OWER DIFFER ENCE EMP LOYEE ENGAGEMENT P LAN SP ONSOR EXP ER IENCE MAKING A SMOOTH TR ANSITION OUR COMMITMENT ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. DISCLOSURES B U I L D I N G A P A R T N E R S H I P Carefully consider the investment option’s objectives, risks, fees and expenses. Contact Empower Retirement for a prospectus,summary prospectus for SEC registered products or disclosure document for unregistered products, if available, containing this information. Read each ca refully before investing. Investing involves risk, including possible loss of principal. Securities offered and/or distributed by GWFS Equities, Inc., Member FINRA/SIPC. GWFS is an affiliate of Empower Retirement, LLC; Great-West Funds, Inc.; and registered investment adviser, Advised Assets Group, LLC. This material is for informational purposes only and is not intended to provide investment, legal or tax recommendations or advice. My Financial Path includes products made available by Empower Retirement, LLC and third party providers outside of the retirement benefits provided under the Plan. There can be no assurance that the professionals currently employed by Empower Retirement will continue to be employed by Emp ower Retirement or that the past performance or success of any such professional serves as an indicator of such professional’s future performance or success. iPhone, iPad, Apple, Apple Watch and App Store are trademarks of Apple Inc. Android, Google Play and the Google Play logo are trademarks of Google LLC. Unless otherwise noted, investments are not deposits, insured by the FDIC or any federal government agency, or bank guarantee d and may lose value. IMPORTANT: The projections, or other information generated on the website by the investment analysis tool regarding the likel ihood of various investment outcomes, are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. The results may vary with each use and over time. IMPORTANT: The projections and other information generated by PlanVisualizer™ are hypothetical in nature and are not guarantees of future results. The results may vary with each use, over time and as your inputs change. ATTACHMENT B FOR PLAN SPONSOR OR FINANCIAL PROFESSIONAL USE ONLY.FOR ILLUSTRATIVE PURPOSES ONLY. DISCLOSURES B U I L D I N G A P A R T N E R S H I P IMPORTANT: The projections, or other information generated on the website by the investment analysis tool regarding the likel ihood of various investment outcomes, are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. The results may vary with each use and over time. Investments are not FDIC insured, are not guaranteed by OptumBank®and may lose value. Educational, communication and operational services regarding Empower HSA may be provided by registered representatives of GW FS.By electing Empower HSA, plan participants are contracting directly with Optum and its affiliates for this service. GWFS, or its affiliates, is not affiliated with Optumand is not responsible for their services. Health savings accounts (HSAs) are individual accounts offered or administered by OptumBank®, Member FDIC, and are subject to eligibility and restrictions, including but not limited to restrictions on distributions for qualified medical expenses set forth in section 213(d) of the Internal Revenue Code. State taxes may apply.Fees may reduce earnings on account. This communication is not intended as legal or tax advice. Please contact a competent legal or tax professional for personal advice on eligibility, tax treatment and restrictions. Federal and state laws and regulations are subject to change. All Optum trademarks and logos are owned by Optum®. All other brand or product names are trademarks or registered marks of their respective owners. Because we are continually improving our products and services, Optum reserves the right to change specifications without prior notice. Optum is an equal opportunity employer. The Empower Retirement Student Debt Solution is provided by CommonBond, Inc. which is not affiliated with Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York or their subsidiaries and affiliates. *As of December 31, 2019. Information refers to the business of Great-West Life & Annuity Insurance Company and its subsidiaries, including Great-West Life & Annuity Insurance Company of New York. Of the total $653B assets under administration, $18B represents the AUA of GWL&A of NY. AUA do not reflect the financial stability or strength of a company. GWL&A assets total $49.5B and liabilities total $47.5B. GWL&A of NY assets total $1.6B and liabilities total $1.5B. ** Information refers to all retirement business of Great-West Life & Annuity Insurance Company and its subsidiaries and affiliates, including Great-West Life & Annuity Insurance Company of New York, marketed under the Empower Retirement brand. Ranking based on total participant accounts as of September, 20 2018.Source: Pension & Investments 2019 Defined Contribution Survey Ranking as of April 2019. Putnam is affiliated with Empower Retirement, LLC and its affiliates. QDRO Consultants is not affiliated with Empower Retirement, LLC and its affiliates. The Empower Institute is a research group within Empower Retirement, LLC. ©2020 Empower Retirement, LLC. All rights reserved. RO1204736-0620 ATTACHMENT B 1 Finalist Presentation September 16, 2020 City of Temple City ATTACHMENT CATTACHMENT C 2 Presenters Penny Abbott Retirement Plans Specialist Tom Axline, CFP® Regional Director, Southern California Dayla Cabeza de Vaca, CFP® Vice President, Core Markets Western Region ATTACHMENT C 3 Today’s discussion Plan sponsor and committee support Pricing and investments Participant engagement Cybersecurity and fraud prevention Transition and plan administration Financial planning and advisory services ATTACHMENT C 4 For those who serve Dedicated to providing the best retirement and financial wellness services for those who serve their communities. Founded by the public sector in 1972 Non-profit organization with a volunteer Board of Directors made up of public and private leaders Focused on government, education, healthcare, and not-for-profit ATTACHMENT C 55 The challenge Employees receive a pension but there is a gap Participant outcomes need to improve ATTACHMENT C 66 Participant engagement Penny Abbott Retirement Plans Specialist ATTACHMENT C 7 RealizeRetirement® RealizeBuildEngage Keep the plan attractive so participants don’t want to leave Improve participant and plan health Increase participation and plan awareness Building better outcomes ATTACHMENT C 8 Retirement readiness: gap analysis ATTACHMENT C 9*All data generated via the “Am I On Track” tool is the result of methodologies developed, maintained and overseen by Morning star Investment Management, LLC.1 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint (111111) Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 Town of Vantagepoint Plan #111111 Town of Vantagepoint Plan #333333 Value as of 03/31/19 60 60,000 Participant guidance ATTACHMENT C 10 Mobile –Mobile –Mobile ATTACHMENT C 11 74% What we’ve learned…* of Americans find investing complex or confusing of workers agree that the advice they receive from a professional investment advisor is in their best interest *Prudential Investments Retirement remains Americans’ top priority, most still unprepared, November 29, 2016, available at www.prudential.com The 2017 Retirement Confidence Survey Many Workers Lack Retirement Confidence and Feel Stressed About Retirement Preparations, Issue Brief, March 21, 2017, available at ebri.org. 63% ATTACHMENT C 12 Guided Pathways®Advisory Services2 Retirement readiness Three levels of service designed to help participants plan for meeting their retirement goals through savings, investment, and retirement date recommendations Asset class guidance Fund advice Managed Accounts Develop retirement savings plan ✓✓✓ Determine asset class allocation ✓✓✓ Select appropriate funds ✓✓ Monitor fund performance ✓ Manage my portfolio on an ongoing basis ✓ * Investment and plan administration costs apply to underlying funds ** Waived for Premier Services members ATTACHMENT C 13 CFP®Seminars Seminars cover a broad range of financial wellness topics, including: Credit, debit, and spending Estate Planning Insurance Investing for retirement Life events Retirement income and expense Saving for college Saving for retirement Tax considerations ATTACHMENT C 14 ATTACHMENT C 15 Tools to realize RMD calculator CFP®education Social Security optimizer* *Strategies are developed using software created by Social Security Solutions, Inc. and are based on participant provided inf ormation. Managed Accounts for retirees2 ATTACHMENT C 1616 Plan sponsor support Tom Axline, CFP® Regional Director, Southern California ATTACHMENT C 17 Continued importance of high-touch approach Source: NAGDCA 2015 Survey of DC Plans. Showing 11 of 16 total methods of outreach. Face to face On-site meetings Participant website Email (work) Short videos Newsletter Email (personal) Internet Mailings Statement messages Mobile apps What are the best methods you’ve found to communicate with participants? ICMA-RC utilizes all the approaches below ATTACHMENT C 18 Engaging participants Digital Microsites, e-mail campaigns, webinars, mobile app Print Flyers, posters, direct mail statements Face-to-face One-on-one meetings, webinars, group seminars Contact center Experienced representatives on call to drive relevant actionUsing our multi-channel approach Enroll Learn Save Invest Monitor and update Retire  ATTACHMENT C 19 Building better outcomes Technology Outreach + ATTACHMENT C 20 EZLink Plan sponsor experience ATTACHMENT C 21 Plan Health Monitor Plan Snapshot | Segmentation Analysis | Results TrackingPlan snapshot | Segmentation analysis | Results tracking ATTACHMENT C 22 Visual analytics High-tech fiduciary support Ongoing committee plan reviews Insights into your plan data ATTACHMENT C 23 Education development cycle 1 Analysis 4 Evaluation 2 Strategy 3 Implementation Four phases ATTACHMENT C 24 Financial wellness How we move the needle Local outreach Tailored education Mobility “Am I On Track” tools Financial planning ATTACHMENT C 2525 Cyber security and fraud prevention Dayla Cabeza de Vaca, CFP® Vice President, Core Markets Western Region ATTACHMENT C 26 Enterprise security program Policy and compliance Information sharing involvement Security program performance metrics Internal/external business support Board and CEO oversight Security awareness program ATTACHMENT C 27 Cyber security core practices Cyber security program 1 Identify Asset management Business environment Governance Risk assessment Risk management strategy 2 Protect Access control Awareness training Data security Information protection, process, and procedures Protective technology 3 Detect Anomalies and events Security continuous monitoring Detection process4 Respond Response planning Communications Analysis Mitigator Improvements 5 Recover Recover planning Improvements Communications ATTACHMENT C 28 Cyber security defense-in-depth Fraud Targeted attempts Zero-day threats Phishing Plan sponsor and consultant use only. Denial of service attempts Ransomware ATTACHMENT C 29 ICMA-RC Security Guarantee*3 To ensure your protection through this guarantee, please take the following steps to secure your account: Make sure your information is current Monitor your account activity Secure your account and devices Be cautious of certain communications The ICMA-RC Security Guarantee will reimburse you for all losses from your ICMA-RC account(s) that are the result of unauthorized activity through no fault of your own *See slide 59, “ICMA-RC Security Guarantee Details” for specifics regarding the ICMA-RC Security Guarantee. ATTACHMENT C 3030 Transition and plan administration Dayla Cabeza de Vaca, CFP® Vice President, Core Markets Western Region ATTACHMENT C 31 ICMA-RC plan administration Secure plan administration since 1972 1 system, powered by world leader, FIS (formerly Sungard) Fully operational sites: D.C. & Richmond Access interference to our locations (inauguration, metro delays/outage, etc.) Multi-factor authentication based on risk for Account Access Salesforce –360°view of the client OMNI DC Custom SecureScalable Efficient ATTACHMENT C 32 Outsourcing plan Administration to ICMA-RC Support type Available Cost Online enrollment Deferral changes Auto rebalancing Online withdrawals Beneficiary designation and updates Emergency withdrawal approval De minimis accounts ICMA-RC plan document maintenance Employer Bulletin/regulatory updates $0 $0 $0 $0 $0 $0 $0 $0 $0 ATTACHMENT C 33 Relevant conversion experience Four-phase approach Planning Informing Testing and learning Transferring Planning and discovery to make sure we meet your needs Participant communications and prepping you for payroll processing On-site participant education and testing of the conversion data Blackout period and asset transfer to ICMA-RC Keys to minimizing blackout period Understanding of incumbent record-keeping platform Understanding of key milestones given multiple transitions Relationship with incumbent transition and fund administration teams Understanding of potential data issues Extensive experience transitioning from multiple providers ATTACHMENT C 34 Project milestones and transition timeline* Item Date Owner Phase I Termination letter to current providers 10/1/2020 Plan Sponsor Finalize administrative services agreement 11/1/2020 Plan Sponsor/ ICMA-RC Finalize fund lineup 11/1/2020 Plan Sponsor Completed adoption materials 11/1//2020 Plan Sponsor Phase II Review payroll dates 10/9/2020 ICMA-RC Provide draft transition mailing 10/23/2020 ICMA-RC Comments/approval on transition drafts 11/6/2020 Plan Sponsor Finalize onsite education schedule 11/6/2020 Plan Sponsor/ ICMA-RC Finalize fund mapping 11/13/2020 Plan Sponsor Transition agreement letter to plan 11/20/2020 ICMA-RC/ Plan Sponsor Transition website launch date 12/4/2020 ICMA-RC Mailing to participants 12/4/2020 ICMA-RC Item Date Owner Phase III EZLink training 12/18/2020 ICMA-RC/ Plan Sponsor Onsite education begins 12/14–12/18/2020 ICMA-RC Phase IV Final payroll to current providers 1/4/2021 Plan Sponsor Blackout period at current providers 1/7/2021**ICMA-RC Liquidation at current providers 1/14/2021 Current Providers Wire/reconciliation to ICMA-RC 1/15/2021 Current Providers First payroll to ICMA-RC 1/19/2021 Plan Sponsor/ ICMA-RC Blackout complete at ICMA-RC 1/22/2021 ICMA-RC Enrollment/conversion confirms mailed 1/22/2021 ICMA-RC *Please note that this is for illustrative purposes only. Dates will be determined and finalized once the termination letter has been sent to the current provider. **Blackout period begins at 4:00 p.m. EST ATTACHMENT C 3535 Pricing and investments Dayla Cabeza de Vaca, CFP® Vice President, Core Markets Western Region ATTACHMENT C 36* Through our third-party mutual fund settlement and clearing agent. Open architecture Should you desire a fund that is not currently on our platform, and it is currently available to us, we will work with you to add the fund Access to approximately 450 fund families and over 15,000 funds/share classes* ICMA-RC’s available mutual fund platform currently includes several thousand funds in more than 100 fund families ATTACHMENT C 37 Proposed fees* *Willing to offer pricing without guaranteed extended term. The prices assume no surrender charges and all assets transferring on the transition date. Asset based fee, no proprietary products Contract term 457 Plan Extended term* Five years 32.5 bps (0.325%) Seven years 30.9 bps (0.309%)No Ten years 29.5 bps (0.295%)No Asset based fee, with proprietary products Contract term 457 Plan Extended term*Proprietary Product Five years 32.3 bps (0.323%) Vantagepoint PLUS FundSeven years 30.7 bps (0.307%)No Ten years 29.3 bps (0.293%)No ATTACHMENT C 38 Vantagepoint PLUS Fund4 Structure and allocation As of June 30, 2020 Percent allocation Effective duration** Tier 1 –Cash Buffer 9.74%0.14 Tier 2 –Shorter Duration 9.00%1.82 Tier 3 –Laddered Maturity 20.14%0.00 Tier 4 –Total Return 61.11%3.84 Total/Wtd Avg 100.00%2.52 Market-to-Book Ratio 103.81% Credit Quality (M/S&P/F)*,5,6,7 Aa2/AA-/AA * Weighted Average Credit Quality is calculated by Vantagepoint Investment Advisers and is only one factor that may be considered in assessing the risks of a fixed income portfolio, and it does not provide a complete picture of the credit risks or the dispersion of those risks within a portfolio. Vantagepoint Investment Advisers calculates the average based on the Moody’s, S&P, Fitch (M/S&P/F) or a combination of the three credit ratings of the underlying securities or wrap providers. **Effective duration measures the interest rate sensitivity of the underlying portfolio. For the portion of the Fund invested in Traditional GICs, effective duration is not applicable and a duration of zero is assigned since their current values are not impacted by interest rate changes. If a duration based on weighted average maturity or cash flows is assigned to the Traditional GICs, it would be 2.73 and the Fund’s overall duration would be 3.07. Competitive level of income consistent with providing capital preservation & meeting liquidity needs Portfolio diversified by sector, industry, issuer and issues (e.g. over 3,400 securities) ATTACHMENT C 39 Vantagepoint PLUS Fund4 Structure and allocation As of June 30, 2020 Investment vehicle Investment manager/ fund Issuer/ wrap provider Market-to- book ratio Gross rate/ yield Percent allocation Effective duration* Wtd avg credit quality5,6,7 Liquidity tiersWithdrawal hierarchyTier 1 – cash buffer STIF JP Morgan Northern Trust 100.00%0.56%9.74%0.14 Aaa/AAA/AAA Tier 2 – shorter duration SAGIC**NYL Investors New York Life 102.22%2.12%9.00%1.82 Aa2/AA-/AA Synth GIC Pacific Asset Mgmt Pacific Life Synth GIC PGIM Prudential Ins Synth GIC Vantagepoint Investment Advisers Transamerica Prem. Tier 3 –laddered maturities Traditional GICs Jackson Nat’l, Lincoln Nat’l, MetLife, Minn Life, NY Life, Principal Life, Prudential Ins, United of Omaha 100.00%2.82%20.14%0.00 Aa3/AA-/AA-Total return tierTier 4 – total return SAGIC**NYL Investors New York Life 105.90%2.87%61.11%3.84 Aa2/AA-/AA SAGIC**Dodge & Cox Loomis Sayles MassMutual Life Ins Co Synth GIC Pacific Asset Mgmt PIMCO Schroders Western Asset Management Pacific Life Synth GIC Principal Global Investment Principal Life Synth GIC PGIM Prudential Ins Synth GIC DoubleLine Loomis Sayles BlackRock Transamerica Prem. Total 103.81%2.56%100.00%2.52 Aa2/AA-/AA * Effective duration measures the interest-rate sensitivity of the underlying portfolio. For the portion of the Fund invested in traditional GICs, effective duration is not applicable and a duration of zero is assigned since their current values are not impacted by interest-rate changes. If a duration based on weighted-average maturity or cash flows is assigned to the traditional GICs, it would be 2.73 and the Fund’s overall duration would be 3.07. ** SAGIC = Separate Account GIC. ATTACHMENT C 40 Vantagepoint PLUS Gross*Return**2.70%2.63%2.51%2.71% Vantagepoint PLUS R10* Return**2.39%2.32%2.20%2.40% # Funds in Peer Group 16 16 16 14 11 -25th Percentile 2.57 –2.62 2.46 –2.53 2.28 –2.33 2.44 –2.55 26-50th Percentile 2.47 –2.57 2.33–2.46 2.15 –2.28 2.15 –2.44 51-75th Percentile 2.39 –2.47 2.23 –2.33 2.01 –2.15 1.90 –2.15 76-90th Percentile 2.22 –2.39 2.05 –2.23 1.89 –2.01 1.84 –1.90 Vantagepoint PLUS Fund4 Performance8 *PLUS Fund R10 total fee is 0.54% of assets. The fees included in the net return consist of: (i) Vantagepoint Investment Advis ers, LLC advisory and administrative fees of 0.30% of assets; (ii) third -party manager fees of 0.09% of assets; (iii) third-party wrap provider fees of 0.12% of assets; (iv) third-party custody fees of 0.01%of assets; (v) third-party acquired fund fees of 0.01% of assets; and (vi) Trust Operating Expenses of 0.01% of assets. The PLUS Fund gross return only includes third-party fees that total 0.23% of assets and is reported in a manner consistent with stable value industry reporting practices. Fees are subject to change due to fixed income manager, wrap, allocation, or other changes. **Periods greater than one year represent annualized performance and past performance, as shown, is no guarantee of future results. 2.70%2.63%2.51% 2.71% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 1 Year 3 Year 5 Year 10 Year Universe: Hueler Stable Value9 –Gross Returns Universe Percentiles as of June 30, 2020 ATTACHMENT C 41 Vantagepoint PLUS Fund4 Sector allocation –percent of portfolio book value As June 30, 2020 -3.8% 0.0% 0.5% 1.8% 4.5% 8.8% 12.8% 20.1% 28.0% 27.3% Wrap Providers* Other Municipals Agencies Asset-Backed Treasuries Cash & Cash Equivalents Traditional GICs Credits Mortgage-Backed -10.0%-5.0%0.0%5.0%10.0%15.0%20.0%25.0%30.0% Note: Chart above represents underlying portfolio holdings * Wrap Providers –This credit exposure, when positive, is the difference between the book value (“BV”) and market value (“MV”) of the securities backing the Synthetic and Separate Account GICs only when the BV is greater than the MV. In addition, credit exposure to separate account GICs is the credit quality of the issuer. There was no Synthetic GIC Wrap Provider credit exposure at month end since MV was greater than BV for all synthetic wrap providers. ATTACHMENT C 42 We help public sector employees build retirement security As of June 30, 2020. Includes 457, 401, Retirement Health Savings (RHS) plans, Employer Investment Program (EIP) plans, affiliated IRAs, 403(b), and investment-only assets. Includes assets under administration and management by ICMA-RC with its subsidiaries. 9,800+ public sector plans Over 1.5 million public sector accounts $59.8 billion in public sector assets ATTACHMENT C 4343 Appendix ATTACHMENT C 44 Participant services security Challenges Phone contact presents challenge of establishing caller authenticity Fraudsters often focus on contact center as weakest link in an organization’s security Participants prefer not to be subjected to cumbersome security protocols ATTACHMENT C 45 Seamless contact center experience for our participants while maximizing security Participant services security Solutions Multi-layered approach to authentication Authenticate incoming phone traffic in real time Technology works behind the scenes and does not impact experience ATTACHMENT C 46 Contact center associates have access to industry-leading tools to identify callers when traditional verification methods are not enough PhoneprintingTM by Pindrop Security – anti-fraud caller authentication system used by the largest banks LexisNexis®knowledge based authentication Participant services security Solutions (continued) Proactive, ongoing training and the use of advanced technology delivers positive participant experience in a secure environment ATTACHMENT C 47 ICMA-RC Security Guarantee3 Make sure your information is current Monitor your account activity Be cautious of certain communications Secure your account and devices Be sure to provide ICMA-RC with a secure address, email address, and phone number to receive information from us regarding your account. Should your contact information change, be sure to update it in your account with us, including bank account information. Check your ICMA-RC account frequently and notify ICMA-RC immediately at (800) 669-7400 of any discrepancies or suspicious activity. Promptly and thoroughly review all mail, email, and other communications from ICMA-RC and respond to us as requested. If ICMA-RC sends you a communication notifying you of a discrepancy or suspicious activity on your account, be sure to respond immediately. Exercise caution with suspicious communications. ICMA-RC will never request you to provide account information, your Social Security number, or access credentials through unsolicited calls or emails. Make sure your account is as secure as possible by creating unique and strong passwords while also safeguarding your account information and online access credentials. Also ensure your devices are up-to-date with current security technology such as anti-spyware and antivirus software. ATTACHMENT C 48 Social media Facebook LinkedInTwitter YouTube ATTACHMENT C 49 National Retirement Security Week ATTACHMENT C 50 Honoring fallen public-sector heroes 35 scholarships have been awarded for the 2019-2020 school year 450+ scholarships* The ICMA-RC Public Employee Memorial Scholarship Fund was founded to honor local and state government employees who lost their lives in service to their communities. The Fund has raised over 1.3 million dollars toward scholarships since 2001. *As of July 31, 2019. ATTACHMENT C 5151 ICMA-RC selected SS&C as our strategic technology partner Focused on setting the standard and accelerating ICMA-RC’s ongoing efforts to deliver a best-in-class client experience Advances the next generation of ICMA-RC’s retirement recordkeeping, digital, and operational technologies Delivering outstanding client experiences Enhancing ICMA-RC’s mission with new strategic partnership ATTACHMENT C 52 New strategic partnership creates numerous benefits Enhanced digital experience through a comprehensive, easy-to-navigate omnichannel platform. Expanded financial wellness programs providing personalized user experiences and education services delivering a best-in-class financial journey focused on positive outcomes. Scalable and configurable platform that allows rapid technology enhancements tailored to meet evolving client needs and unique circumstances. Continues high-touch service model while providing more technologically dynamic and efficient solutions to improve scale and operational efficiencies. ATTACHMENT C 5353 SS&C 30-year track record of delivering technology solutions for the financial services industry Serves some of the world’s leading financial institutions and retirement plan service providers with more than 8 million plan participants No immediate changes or impact We will communicate frequently with clients throughout the process ICMA-RC’s strategic partnership ATTACHMENT C 54 Team biographies Ms. Abbott is responsible for providing on-site services to public employer retirement plans –including participant enrollment, investment education, and individual educational meetings –in Southern California. She provides educational assistance in the development of individuals' retirement savings plans, using a laptop computer to provide benefit illustrations. Ms. Abbott joined ICMA-RC in 1987 and was promoted to her current position in 1990. Previously, she was employed by Honeywell, Inc. in Minneapolis and Marriott, Inc. in Bloomington, MN. She also served as an Intern in the Minnesota State Senate. Ms. Abbott received a bachelor’s degree in political science from the University of Minnesota in Minneapolis. She is a Registered Representative. She also holds an insurance license for the State of California. Penny Abbott Retirement Plans Specialist ATTACHMENT C 55 Team biographies Mr. Axline is responsible for managing Retirement Plans Specialist activity in California. He also works directly with plan sponsors to establish education and service goals; and meets with retirement plan boards to provide ongoing plan education and industry updates. Mr. Axline has been with ICMA-RC since June 1998. He spent eight years as a Retirement Plans Specialist in Arizona, providing on-site service to employers. Prior to assuming his role as Regional Director, Mr. Axline provided on-site service as a CERTIFIED FINANCIAL PLANNER™ professional. He currently supervises seven Retirement Plans Specialists in California. Before joining ICMA-RC, Mr. Axline was employed as both a Financial Advisor and Division Manager with Waddell & Reed, where he gained over six years of financial planning and retirement plan design experience. He also has seven years of banking experience with Bank of America, Union Bank of California, and Sanwa Bank. Mr. Axline earned a Bachelor of Science degree in Animal Science and Agribusiness from the University of Arizona. He is a Registered Representative and is a licensed insurance agent in the State of California. Tom Axline Regional Director, Southern California ATTACHMENT C 56 Team biographies Ms. Cabeza de Vaca works closely with ICMA-RC’s Regional Managers and Regional Directors to develop and implement territory-specific strategies for new business acquisition of employer sponsored retirement plans and retirement health savings plans. In this capacity, she manages prospective opportunities and fosters relationships with plan sponsors, consultants, field sales representatives, and headquarters personnel. Ms. Cabeza de Vaca previously served as an ICMA-RC Financial Planning Manager, where she was responsible for providing financial planning services to numerous public sector employer plans in Southern California. Her services included group educational seminars, webinars, individual participant consultations, and customized financial plans. Ms. Cabeza de Vaca has worked in the Financial Services Industry since 2004. Prior to joining ICMA-RC in 2015 she worked as a Financial Advisor for both UBS Financial Services and Mass Mutual Financial Group. Ms. Cabeza de Vaca holds bachelor’s degrees in Political Science and Sociology from Pepperdine University. She is a Registered Representative and holds an insurance license for the state of California. Additional professional designations include Retirement Income Certified Professional® and CERTIFIED FINANCIAL PLANNER™ Professional. Dayla Cabeza de Vaca Vice President, Core Markets Western Region ATTACHMENT C 57 Disclosures 1.Morningstar Investment Management, LLC is a registered investment advisor and subsidiary of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment Management, LLC are not affiliated with ICMA-RC. All rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc. 2.Investment advice and analysis tools are offered to participants through ICMA-RC, a federally registered investment adviser. Investment advice is the result of methodologies developed, maintained and overseen by the Independent Financial Expert, Morningstar Investment Management LLC. Morningstar Investment Management LLC is a registered investment advisor and subsidiary of Morningstar, Inc. Morningstar, Inc. and Morningstar Investment Management LLC are not affiliated with ICMA-RC. All rights reserved. The Morningstar name and logo are registered marks of Morningstar, Inc. 3.ICMA-RC’s Security Guarantee is public information. All of your ICMA-RC administered accounts are covered under the ICMA-RC Security Guarantee. The guarantee does not cover other accounts that are owned by participants and held at other institutions, unauthorized activity by an employer or plan sponsor representative with access to your account, or your own fraudulent acts and omissions. If you intentionally or negligently grant authority to or share your ICMA-RC account information or access credentials with any other persons or entities, their activity will be considered authorized by you and therefore not covered by the guarantee. If you have a claim, we will ask for your cooperation with our investigation and we may ask you to take certain actions such as filing a police report or providing an affidavit. The guarantee does not cover legal expenses, taxes, or lost opportunity costs. ICMA-RC will determine the amount and form of any reimbursement provided under the guarantee in its sole discretion. ICMA-RC reserves the right to modify or withdraw this guarantee at any time. ATTACHMENT C 58 Disclosures 4.Before investing, please read the applicable Fund Fact Sheet(s) and the Fund’s Disclosure Memorandum carefully for a complete summary of all fees, expenses, investment objectives and strategies, and risks. This information is available when you log in at www.icmarc.org/login, or upon request by calling 800-669-7400. 5.Standard & Poor’s (“S&P”) is a Nationally Recognized Statistical Rating Organizations (NRSROs), which publishes credit opinions, research, and ratings on issuers of securities, fixed-income securities, and other credit obligations. S&P is not affiliated with ICMA-RC. 6.Moody's Investors Service (“Moody’s”) is a Nationally Recognized Statistical Rating Organizations (NRSROs), which publishes credit opinions, research, and ratings on issuers of securities, fixed-income securities, and other credit obligations. Moody’s is not affiliated with ICMA-RC. 7.Weighted Average Credit Quality is calculated by ICMA-RC and is only one factor that may be considered in assessing the risks of a fixed income portfolio, and it does not provide a complete picture of the credit risks or the dispersion of those risks within a portfolio. ICMA-RC calculates the average based on the Moody’s, S&P, Fitch (M/S&P/F) or a combination of the three credit ratings of the underlying securities or wrap providers. ATTACHMENT C 59 Disclosures 8.Past performance is no guarantee of future results.Before investing, please read the applicable Fund Fact Sheet(s) and the Fund’s Disclosure Memorandum carefully for a complete summary of all fees, expenses, investment objectives and strategies, and risks. This information is available when you log in at www.icmarc.org/login, or upon request by calling 800-669-7400. 9.The Hueler Analytics Stable Value Pooled Fund Comparative Universe represents the performance returns of actual stable value pooled funds, and its Index is the stable value industry benchmark used by many institutional investors, consultants, advisors and plan sponsors for monitoring stable value pooled funds. Rankings are derived by ICMA-RC from data provided by Hueler Analytics, Inc., which is a technology and research firm covering stable value products and is not affiliated with ICMA-RC. ICMA-RC does not independently verify Hueler Analytics, Inc. data. Gross returns used in the Universe and in the Rankings do not include plan administration fees, adviser expenses, or other stable value fund costs –actual performance experienced by participants would be commensurately lower. The highest (or most favorable) percentile rank is 1 and the lowest (or least favorable) percentile rank is 100. The top-performing fund in a category will always receive a rank of 1. Past performance is no guarantee of future results. ATTACHMENT C City of Temple City Q4 2020-2021 Strategic Plan ___________________________________________________________ 4th Quarter 2020 Goal: Communicate Benefits and Enhancements in the 457(b) Plan Target Audience: All Employees & Retirees Action Items: •Promote National Save for Retirement Month (Oct) •Schedule on-site or virtual presentations to educate participants about the recent work of the committee members and consultant •Clearly outline the transition timeline and answer common questions. Provide written communication for participants about the transition itself and how to meet with Penny Abbott •Promote monthly CFP® financial wellness seminars ---------------------------------------------------------------------------------------------------------------------------------------------- 1st Quarter 2021 Goal: Establish online account access/setup and Beneficiary Updates Target Audience: All Employees & Retirees Action Items: •HTML Email campaign “How to set up account access and update beneficiary information” – RSVP link to attend a live demonstration of Account Access. *Book an individual appointment with Penny Abbott •Custom Account Access message – importance of keeping beneficiary information up to date •Statement Message about checking beneficiary information •During individual consultations Penny will discuss beneficiary information •Promote monthly CFP® financial wellness seminars 2nd Quarter 2021 Goal: Financial Fitness Check-up Target Audience: Mid to Late Career Employees & Retirees Action Items: •Educational email about available planning & advisory services •Promote Account Aggregation tool to track individual financial goals •Promote monthly CFP® financial wellness seminars ATTACHMENT C ATTACHMENT C 3rd Quarter 2021 Goal: Increase Awareness for Pre-Retirees Target Audience: Active, non-contributing employees & Active employees Age 49+ Action Items: •HTML Email highlighting “Saving More Matters” and Age 50+ / Pre-retirement catch-up provisions •Create flyer to remind retired participants they can stay in the plan throughout retirement to utilize numerous services and benefits the committee has negotiated for them. *Book an individual appointment with Penny Abbott •Promote monthly CFP® financial wellness seminars 4th Quarter 2021 Goal: Investment Education Target Audience: New Hires & Early Career Employees Action Items: •Educate participants about creating their own investment plan vs. making an emotional decision when the markets get bumpy •Email market update materials such as the “Control What You Can” Flyer or “Grow Healthy Savings” Flyer •Promote monthly CFP® financial wellness seminars ATTACHMENT CATTACHMENT C