minutes of the - pasadena, california...minutes of the city of pasadena deferred compensation trust...

August 2, 2016 Deferred Compensation Meeting Minutes Page 1 of 2

MINUTES OF THE

CITY OF PASADENA DEFERRED COMPENSATION TRUST

ADMINISTRATION COMMITTEE MEETING The meeting of the Deferred Compensation Committee of the City of Pasadena was held on Tuesday, August 2, 2016 in the Department of Finance, City of Pasadena. 1. Call to Order: 12:10 p.m.

In Attendance:

Committee Members Committee Staff/Guest Steve Mermell Vic Erganian Elaine Wong Matthew Hawkesworth Mark Jomsky Jayson Davidson – Hyas Group Raphy Timour Lori Eubanks - Recording Secretary Paula Hanson 2. Approval of Minutes – May 3, 2016 The minutes were approved as submitted. 3. Final Approval of New Language for Plan document and Trust Agreement

The Committee provided final approval of the new language for the Plan Document and Trust Agreement related to committee make-up and term structure. This approval is to comport with prior action by the City Council instructing the committee to revise the documents to make them consistent with City practice.

4. Approval of 2016/2017 Deferred Compensation Budget The committee approved the 2016/2017 budget as presented. A final copy will be forwarded by Jayson Davidson, Hyas Group, for City records.

5. Review of Second Quarter Performance Report The committee reviewed the Second Quarter Performance Report and discussed the performance metrics for each of the plan’s investment options. Also discussed were the pertinent details of the plan’s watch status funds – there are two; Munder Mid Cap Value and DFA International Value (on formal watch status). The Munder Fund is in technical compliance with performance-related policy parameters as of quarter end. No additional action was recommended for the Munder Fund. The DFA International Value Fund will remain on watch until replaced. The committee voted to place the Oppenheimer Global Fund on watch for performance in violation of investment policy parameters.

August 2, 2016 Deferred Compensation Meeting Minutes Page 2 of 2

6. After review of several funds in the International Manager Search Report, the committee voted to replace the DFA International Value Fund with the Vanguard International Value Fund. Jayson Davidson will work with Empower on the timing and communications for processing this change.

7. There was discussion regarding several recent lawsuits involving Empower and

plan/investment fees. Many issues raised in the lawsuits are not issues the plan would have to contend with given its structure. Jayson Davidson will provide a summary of certain Pasadena plan provisions that would seem to be favorable provisions in light of the lawsuits.

8. Custom Stable Value Fund and alternatives for higher crediting rates and different liquidity

structures were discussed. This discussion will resume at the third quarter meeting. In the interim, Jayson Davidson will request that Empower provide examples of alternative fund structures that may help boost the crediting rate. Consideration will also be given to potentially transitioning to a commingled vehicle to avoid potential market-to-book shortfall issues.

9. Hyas Group analytics team will prepare a comparison of Hyas Group client broad

allocations, calculated plan returns and average fees for discussion and comparison at the third quarter meeting.

10. Public Comment There was no public comment.

11. Questions/Open Discussion

There was no further discussion.

11. Adjourn: 1:39 p.m.

____________________________

Steve Mermell, Chair

Attest:

_____________________

Lori Eubanks

Recording Secretary

City of Pasadena Deferred Compensation PlanPerformance Flash Report Through:

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011

Pasadena Custom Stable Value 0.41 1.20 1.60 1.57 - - 1.59 1.46 2.00 - -

3 Yr Constant Maturity US Treasury Yield 0.23 0.74 1.02 0.94 0.74 1.45 1.02 0.90 0.54 0.38 0.75

+/- Index 0.18 0.46 0.58 0.63 - - 0.57 0.56 1.46 - -

US Stable Value 64 88 86 59 - - 79 62 49 - -

DFA Inflation Protected Securities I 0.98 7.88 6.67 2.42 2.00 4.71 -1.22 3.37 -9.27 7.45 14.54

Barclays Capital US TIPS Index 0.96 7.27 6.58 2.40 1.93 4.48 -1.44 3.64 -8.61 6.98 13.56

+/- Index 0.02 0.61 0.09 0.02 0.07 0.23 0.22 (0.27) (0.66) 0.47 0.98

US OE Inflation-Protected Bond 53 12 24 10 5 2 19 13 73 19 3

BlackRock US Debt Index F 0.47 5.85 5.22 4.12 3.15 4.85 0.57 6.18 -1.93 4.27 7.87

Barclays Capital US Aggregate Bond Index 0.46 5.80 5.19 4.03 3.08 4.79 0.55 5.97 -2.02 4.21 7.84

+/- Index 0.01 0.05 0.03 0.09 0.07 0.06 0.02 0.21 0.09 0.06 0.03

US OE Intermediate-Term Bond 79 52 53 31 64 45 17 21 63 82 12

Metropolitan West Total Return Bond Plan 0.77 5.33 4.87 4.07 4.78 6.35 0.25 6.16 0.45 11.54 4.92

Barclays Capital US Aggregate Bond Index 0.46 5.80 5.19 4.03 3.08 4.79 0.55 5.97 -2.02 4.21 7.84

+/- Index 0.31 (0.47) (0.32) 0.04 1.70 1.56 (0.30) 0.19 2.47 7.33 (2.92)

US OE Intermediate-Term Bond 60 71 64 31 6 2 35 22 9 6 79

Becker Value Equity Institutitional 5.08 11.19 15.34 8.48 15.41 7.08 -6.88 11.45 36.72 15.95 -0.65

Russell 1000 Value Index 3.48 10.00 16.20 9.70 16.15 5.85 -3.83 13.45 32.53 17.51 0.39

+/- Index 1.60 1.19 (0.86) (1.22) (0.74) 1.23 (3.05) (2.00) 4.19 (1.56) (1.04)

US OE Large Value 23 11 25 35 20 12 83 35 9 35 48

BlackRock Equity Index F 3.85 7.84 15.44 11.19 16.41 7.34 1.43 13.72 32.42 15.87 2.02

S&P 500 Index 3.85 7.84 15.43 11.16 16.37 7.24 1.38 13.69 32.39 16.00 2.11

+/- Index 0.00 0.00 0.01 0.03 0.04 0.10 0.05 0.03 0.03 (0.13) (0.09)

US OE Large Blend 49 21 10 5 10 19 19 17 41 38 17

MFS Growth R6 4.22 4.37 13.24 10.64 16.28 9.32 7.49 8.88 36.74 17.39 -1.04

Russell 1000 Growth Index 4.58 6.00 13.76 11.83 16.60 8.85 5.67 13.05 33.48 15.26 2.64

+/- Index (0.36) (1.63) (0.52) (1.19) (0.32) 0.47 1.82 (4.17) 3.26 2.13 (3.68)

US OE Large Growth 77 33 17 28 22 11 18 65 21 26 40

Wells Fargo Special Mid Cap Value R6 4.58 13.24 15.84 10.86 18.78 8.79 -2.65 12.12 39.13 18.91 -0.56

Russell Mid Cap Value Index 4.45 13.72 17.26 10.49 17.38 7.89 -4.78 14.75 33.46 18.51 -1.38

+/- Index 0.13 (0.48) (1.42) 0.37 1.40 0.90 2.13 (2.63) 5.67 0.40 0.82

US OE Mid-Cap Value 56 20 24 7 1 12 24 25 16 21 25

9/30/2016

Annualized

1


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011

9/30/2016

Annualized

BlackRock Mid Cap Index F 4.15 12.41 15.36 9.39 16.52 9.16 -2.11 9.80 33.61 17.86 -1.67

S&P Mid Cap 400 Index 4.14 12.40 15.33 9.35 16.50 9.11 -2.18 9.77 33.50 17.88 -1.73

+/- Index 0.01 0.01 0.03 0.04 0.02 0.05 0.07 0.03 0.11 (0.02) 0.06

US OE Mid-Cap Blend 62 11 10 15 16 5 22 30 55 32 32

Victory Munder Mid Cap Core Growth R6 3.04 4.79 6.32 6.34 13.81 7.56 -4.20 10.40 33.93 16.15 -0.77

Russell Mid Cap Growth Index 4.59 6.84 11.24 8.90 15.85 8.51 -0.20 11.90 35.74 15.81 -1.65

+/- Index (1.55) (2.05) (4.92) (2.56) (2.04) (0.95) (4.00) (1.50) (1.81) 0.34 0.88

US OE Mid-Cap Growth 80 55 69 52 52 48 79 22 59 28 27

Victory Integrity Small Cap Value R6 7.44 9.06 10.82 6.07 15.95 7.31 -6.49 7.50 41.21 13.96 -2.91

Russell 2000 Value Index 8.87 15.49 18.81 6.77 15.45 5.78 -7.47 4.22 34.52 18.05 -5.50

+/- Index (1.43) (6.43) (7.99) (0.70) 0.50 1.53 0.98 3.28 6.69 (4.09) 2.59

US OE Small Value 40 79 78 52 29 24 56 7 16 65 35

BlackRock Russell 2000 Index F 9.07 11.68 15.77 6.94 16.05 7.22 -4.20 5.10 39.11 16.57 -4.14

Russell 2000 Index 9.05 11.46 15.47 6.71 15.82 7.07 -4.41 4.89 38.82 16.35 -4.18

+/- Index 0.02 0.22 0.30 0.23 0.23 0.15 0.21 0.21 0.29 0.22 0.04

US OE Small Blend 14 33 30 33 29 34 39 41 34 32 60

Vanguard Small Cap Growth Index I 6.67 9.19 13.05 5.99 15.66 8.99 -2.52 4.04 38.20 17.68 -1.40

Vanguard US Small Cap Growth Index 6.65 9.12 12.94 5.92 15.53 8.85 -2.60 3.98 37.91 17.57 -1.53

+/- Index 0.02 0.07 0.11 0.07 0.13 0.14 0.08 0.06 0.29 0.11 0.13

US OE Small Growth 67 28 33 35 28 14 52 36 65 11 32

Oppenheimer Global I 8.99 0.33 6.05 4.92 12.03 5.15 4.34 2.49 27.37 21.29 -8.69

MSCI ACWI (Net) Index 5.30 6.60 11.96 5.17 10.63 4.34 -2.36 4.16 22.80 16.13 -7.35

+/- Index 3.69 (6.27) (5.91) (0.25) 1.40 0.81 6.70 (1.67) 4.57 5.16 (1.34)

US OE World Stock 8 93 88 48 27 38 9 52 37 13 55

DFA International Value I 8.50 3.16 6.10 -1.57 5.88 0.93 -6.31 -6.99 23.12 16.61 -16.85

MSCI EAFE (Net) Index 6.43 1.73 6.52 0.48 7.39 1.82 -10.06 -5.10 15.04 16.97 -13.20

+/- Index 2.07 1.43 (0.42) (2.05) (1.51) (0.89) 3.75 (1.89) 8.08 (0.36) (3.65)

US OE Foreign Large Value 6 41 38 71 64 51 78 59 31 51 87

Vanguard Total Intl Stock Index Adm 6.65 6.74 9.66 0.89 6.78 2.19 -4.26 -4.17 15.14 18.21 -14.52

Vanguard Total International Stock Index 6.93 6.07 9.90 0.91 6.54 2.21 -4.29 -3.39 15.76 17.04 -14.31

+/- Index (0.28) 0.67 (0.24) (0.02) 0.24 (0.02) 0.03 (0.78) (0.62) 1.17 (0.21)

US OE Foreign Large Blend 34 14 17 41 62 31 79 33 83 49 60

2


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011

9/30/2016

Annualized

EuroPacific Growth R6 8.23 5.38 8.52 3.34 9.11 4.19 -0.48 -2.29 20.58 19.64 -3.31

MSCI AC World Ex USA Growth (Net) Index 6.06 6.20 11.51 2.23 7.45 3.14 -1.25 -2.65 15.49 16.67 -14.21

+/- Index 2.17 (0.82) (2.99) 1.11 1.66 1.05 0.77 0.36 5.09 2.97 10.90

US OE Foreign Large Growth 8 30 46 19 32 22 66 27 37 32 62

MFS International New Discovery R6 6.18 6.48 11.30 3.73 10.67 5.98 2.85 -2.55 19.91 24.89 -10.04

MSCI ACWI Ex-USA Small Growth (Net) Index 7.00 6.17 13.49 4.41 8.77 4.49 6.50 -3.59 18.52 16.87 -17.86

+/- Index (0.82) 0.31 (2.19) (0.68) 1.90 1.49 (3.65) 1.04 1.39 8.02 7.82

US OE Foreign Small/Mid Growth 65 20 24 43 39 24 74 28 75 18 11

Vanguard Target Retirement Income Inv 1.93 6.30 7.54 4.68 5.94 5.27 -0.17 5.54 5.87 8.23 5.25

Vanguard Retirement Income Index 1.98 6.31 7.80 4.89 6.11 5.31 0.12 5.76 6.03 8.42 5.30

+/- Index (0.05) (0.01) (0.26) (0.21) (0.17) (0.04) (0.29) (0.22) (0.16) (0.19) (0.05)

US OE Target-Date Retirement 55 35 32 11 25 11 7 19 56 67 9

Vanguard Target Retirement 2015 Inv 2.77 6.75 9.03 5.71 8.61 5.48 -0.46 6.56 13.00 11.37 1.71

Vanguard Retirement 2015 Index 2.80 6.76 9.36 5.92 8.76 5.50 -0.22 6.77 13.27 11.46 1.56

+/- Index (0.03) (0.01) (0.33) (0.21) (0.15) (0.02) (0.24) (0.21) (0.27) (0.09) 0.15

US OE Target-Date 2015 45 40 36 7 27 6 11 3 21 34 19

Vanguard Target Retirement 2020 Inv 3.27 7.15 10.05 6.21 9.63 5.62 -0.68 7.11 15.85 12.35 0.60


+/- Index (0.10) (0.03) (0.35) (0.25) (0.22) (0.13) (0.28) (0.26) (0.36) (0.12) (0.39)

US OE Target-Date 2020 29 25 11 4 10 5 23 1 18 36 32

Vanguard Target Retirement 2025 Inv 3.71 7.36 10.67 6.46 10.39 5.65 -0.85 7.17 18.14 13.29 -0.37


+/- Index (0.06) 0.04 (0.33) (0.22) (0.20) (0.14) (0.27) (0.28) (0.38) (0.10) (0.44)

US OE Target-Date 2025 32 20 17 4 20 7 24 4 24 43 16


Vanguard Retirement 2030 Index 4.14 7.39 11.52 6.86 11.31 5.79 -0.80 7.51 20.88 14.31 -0.89

+/- Index (0.12) 0.01 (0.37) (0.22) (0.19) (0.15) (0.23) (0.34) (0.40) (0.07) (0.38)

US OE Target-Date 2030 32 25 27 4 16 13 31 5 25 38 22



+/- Index (0.12) (0.04) (0.38) (0.24) (0.20) (0.14) (0.24) (0.33) (0.45) (0.07) (0.38)

US OE Target-Date 2035 31 29 26 5 18 10 37 10 23 40 19

3


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011

9/30/2016

Annualized



+/- Index (0.15) 0.02 (0.40) (0.29) (0.24) (0.14) (0.34) (0.46) (0.42) (0.02) (0.44)

US OE Target-Date 2040 25 26 21 8 14 13 43 12 15 31 19



+/- Index (0.15) 0.01 (0.43) (0.28) (0.24) (0.14) (0.32) (0.45) (0.42) 0.00 (0.40)

US OE Target-Date 2045 32 27 23 10 18 11 42 12 26 43 14



+/- Index (0.18) (0.02) (0.45) (0.29) (0.24) (0.14) (0.33) (0.43) (0.45) 0.00 (0.43)

US OE Target-Date 2050 38 31 29 12 19 1 45 16 30 44 14

Vanguard Target Retirement 2055 Inv 4.81 7.53 12.13 6.80 12.13 - -1.72 7.19 24.33 15.58 -2.27

Vanguard Retirement 2055 Index 4.97 7.53 12.59 7.14 12.38 - -1.25 7.61 24.78 15.57 -2.11

+/- Index (0.16) 0.00 (0.46) (0.34) (0.25) - (0.47) (0.42) (0.45) 0.01 (0.16)

US OE Target-Date 2055 42 32 30 21 30 - 53 16 36 48 9

4

CITY OF PASADENA DEFERRED COMPENSATION PLAN | 98741-01Reporting Period Ending September 30, 2016

Plan Review

Executive Summary

Plan Assets

Asset Allocation

Plan Utilization

Participant Details

Contribution Analysis

Distributions

Loans

Web Site & Voice Response System Utilization

Services Offered

Glossary of Terms

Table of Contents

City of Pasadena Deferred Compensation Plan

98741-01 Reporting Period Ending September 30, 2016 For Plan Sponsor Use Only Page 2

Executive Summary

Plan Assets

Plan Asset Balance

Account Reduction Loan Balance

Total Plan Asset Balance

As of 12/31/2015 As of 09/30/2016

$235,265,001 $237,595,664 $249,613,008

$243,618,554 $246,099,518 $257,548,063

Cash Flow01/01/2014

to12/31/2014

Contributions

Distributions

Net Cash Flow

$13,913,696

$9,606,902

$4,306,794

01/01/2015 to

12/31/2015

01/01/2016 to

09/30/2016

$14,021,818

$12,061,028

$1,960,789

$9,778,114

$9,149,613

$628,501

As of 12/31/2014

$8,353,553 $8,503,854 $7,935,056



Executive Summary

Participants 12/31/2014

Eligible Employees

Participants Contributing

Active Participants with Balances

12/31/2015 09/30/2016

2,205 2,198 2,128

1,581 1,549 1,440

2,083 2,066 2,022

Cash Flow

Terminated Participants with Balances

Participants with Loan Balance

351 393 426

Plan Utilization 12/31/2014

Participation Rate

Average Participant Paycheck Contribution Dollar Amount**

Average Participant Paycheck Contribution Percentage Rate*

71.70% 70.47%

N/A N/A

N/A N/A

Average Participant Contribution Amount***

Average Participant Balance

$8,445

$96,651

$8,480

$96,606

12/31/2015 09/30/2016

67.67%

N/A

N/A

$6,323

$101,949

Investment Options in Plan with a Balance 30 30 31

Figures provided represent plan information as of the reporting date listed. Please refer to the Glossary of Terms for a description of each figure's calculation.

*If your plan only allows participant paycheck elections by amount, this will reflect 0%.**If your plan only allows participant paycheck elections by percent, this will reflect $0.***Average of total contributions during the reporting period.

601615622



Plan Assets

30% of plans reported 1-15 investment options offered in Defined Contribution plans.*

*Source: NAGDCA, Defined Contribution Plan Survey Report, March 2015

$0

$40,000,000

$80,000,000

$120,000,000

$160,000,000

$200,000,000

$240,000,000

$280,000,000

12/31/2014 12/31/2015 9/30/2016

Your plan's total asset balance is illustrated here. Total asset balance includes the balances of all employed and previously employed participants, in addition to plan forfeiture assets. Total loan balance includes all outstanding loans.

Plan Asset History

% Change in Plan Assets

Number of Investment Options

12/31/2015 to 09/30/2016

12/31/2014 to 12/31/2015

As of 09/30/2016, your plan offered 32 investment options.

4.65%

1.02%

Plan Asset Balance Account Reduction Loan Balance

Plan Asset History

09/30/2016 $257,548,063

12/31/2015 $246,099,518

12/31/2014 $243,618,554

(Includes Plan Asset Balance and Account Reduction Loan Balance)



Asset Allocation

Asset ClassNumber of

Participants% of

Total

AssetsAs of

09/30/2016Number of

Participants% of

Total

AssetsAs of

12/31/2015Investment Option

Asset AllocationAsset Allocation Vanguard Target Retirement 2015 Inv (*) $4,227,346 72 $4,448,385 701.78% 1.78%Asset Allocation Vanguard Target Retirement 2020 Inv (*) $5,793,178 126 $7,515,045 1382.44% 3.01%Asset Allocation Vanguard Target Retirement 2025 Inv (*) $6,365,713 167 $8,307,076 1752.68% 3.33%Asset Allocation Vanguard Target Retirement 2030 Inv (*) $3,088,847 127 $3,897,329 1351.30% 1.56%Asset Allocation Vanguard Target Retirement 2035 Inv (*) $4,641,756 169 $5,818,092 1701.95% 2.33%Asset Allocation Vanguard Target Retirement 2040 Inv (*) $2,330,004 112 $2,853,958 1290.98% 1.14%Asset Allocation Vanguard Target Retirement 2045 Inv (*) $4,474,228 183 $4,786,859 1831.88% 1.92%Asset Allocation Vanguard Target Retirement 2050 Inv (*) $680,884 52 $912,395 610.29% 0.37%Asset Allocation Vanguard Target Retirement 2055 Inv (*) $573,156 49 $768,157 520.24% 0.31%Asset Allocation Vanguard Target Retirement Income Inv (*) $2,430,570 69 $2,481,123 641.02% 0.99%

$34,605,682 $41,788,42014.56% 16.74%

International FundInternational Fund American Funds EuroPacific Gr R6 $4,018,850 338 $3,507,332 3051.69% 1.41%International Fund DFA International Value I $2,693,319 258 $2,422,921 2251.13% 0.97%International Fund MFS International New Discovery R6 $3,312,876 244 $3,561,457 2351.39% 1.43%International Fund Oppenheimer Global I $2,982,776 222 $2,816,784 2011.26% 1.13%International Fund Vanguard Total Intl Stock Index Admiral $684,244 73 $606,028 660.29% 0.24%

$13,692,064 $12,914,5225.76% 5.17%

Small CapSmall Cap BlackRock Russell 2000 Index Coll F $1,984,033 161 $2,187,758 1550.84% 0.88%Small Cap Vanguard Small Cap Growth Index Instl $7,994,435 425 $8,414,560 3923.36% 3.37%Small Cap Victory Integrity Small Cap Value R6 $4,065,421 334 $4,076,572 3031.71% 1.63%

$14,043,889 $14,678,8905.91% 5.88%

Mid CapMid Cap Artisan Mid Cap Value Institutional $2,795,344 241 $0 01.18% 0.00%Mid Cap BlackRock Mid Cap Equity Index - Coll F $2,564,794 189 $2,875,274 1861.08% 1.15%Mid Cap Victory Munder Mid Cap Core Growth R6 $5,245,261 304 $4,896,271 2732.21% 1.96%Mid Cap Wells Fargo Spec Md Cp Val R6 $0 0 $3,129,415 2240.00% 1.25%

$10,605,399 $10,900,9604.46% 4.37%

Large CapLarge Cap Becker Value Equity Institutional $13,362,574 470 $14,165,072 4345.62% 5.67%Large Cap BlackRock Equity Index - Collective F $23,658,414 799 $23,822,107 7419.96% 9.54%Large Cap MFS Growth R6 $21,322,125 692 $20,145,831 6468.97% 8.07%

$58,343,113 $58,133,01024.56% 23.29%

BondBond BlackRock US Debt Index Fund Coll F $1,425,231 63 $1,254,826 590.60% 0.50%Bond DFA Inflation-Protected Securities I $1,225,678 47 $1,107,951 410.52% 0.44%Bond Metropolitan West Total Return Bond Plan $5,937,195 328 $5,849,138 3212.50% 2.34%

$8,588,104 $8,211,9153.61% 3.29%

FixedFixed Pasadena Custom Stable Value Fund $95,679,792 1,667 $99,897,076 1,61040.27% 40.02%

$95,679,792 $99,897,07640.27% 40.02%

BrokerageBrokerage Schwab SDB Securities $1,631,441 16 $1,853,461 190.69% 0.74%Brokerage Schwab SDB Sweep Program $406,180 18 $1,228,848 220.17% 0.49%Brokerage Schwab SDB Sweep Program Roth $0 0 $5,906 20.00% 0.00%

$2,037,621 $3,088,2150.86% 1.24%

*Your plan's default investment election(s).

Grand Total: $237,595,664 $249,613,008100.00% 100.00%



17%5%6%

4%23%

3%

40%1%

Asset Allocation 17%

International Fund 5%Small Cap 6%

Mid Cap 4%

Large Cap 23%

Bond 3%Fixed 40%

Brokerage 1%

Total: 100%

Your Plan's Asset Allocation

2,448 Participants

3 Participants

32%

14%54%

Age Unknown

27%

6%6%5%

21%1%

31%1%

Age 30 - 39

Asset Allocation by Age (As of 09/30/2016)

61%4%7%3%

7%1%

17%

Age <=29

102 Participants 749 Participants

535 Participants443 Participants

616 Participants

16%6%

6%5%24%

5%

37%1%

Age 50 - 59

9%3%4%3%

20%3%

56%

1%

Age >=60

21%7%

7%6%

28%3%

28%1%

Age 40 - 49



Asset Allocation

The number of investment options that plan participants direct contributions, as well as the number of investment options where balances are held in plan participant accounts, is shown here, by age and gender.

Average Number of Investment Option Allocations for New Contributions As of 09/30/2016

Average Number of Investment Options for Existing Account Balances As of 09/30/2016

Age

<=29

30 - 39

40 - 49

50 - 59

>=60

Unknown

Male Female Unknown

Age UnknownFemaleMale

<=29

30 - 39

40 - 49

50 - 59

>=60

Unknown

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

0

1

2

3

4

5

Average by Gender

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

0

1

2

3

4

5

Average by Gender

2

3

3

3

2

0

1

2

3

3

2

0

1

2

3

3

2

1

1

3

3

3

4

0

2

3

4

4

3

0

2

2

3

3

3

1

Male Female Unknown



0%

20%

40%

60%

80%

100%

120%

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

Asset Allocation (As of 09/30/2016)

Risk / Date Based Investment Options and Other Investment Options

Other Investment Options Only

63.73% 33.41% 17.37% 8.28% 3.36% 0.00%

16.67% 23.74% 22.57% 31.82% 29.91% 33.33%

19.61% 72.90% 44.02% 50.81% 61.82% 66.67%

Risk / Date Based Investment Options Only

Your plan's percentage of participants, by age, with balances in Risk / Date Based Investment Options as well as other investment options, is illustrated here.



Asset Allocation (As of 09/30/2016)

5%7%

43%18%

28%

Age <=29

1%1%4%22%

15%40%

13%4%

Age 30 - 39

6%13%

18%39%

15%8%1%1%

Age 40 - 49

7%25%

44%

18%4%2%

Age 50 - 59

17%

44%11%

11%17%

Age >=60

Age Unknown

2%7%11%

10%19%

11%24%

8%6%1%

Vanguard Target Retirement 2015 Inv 2%



Vanguard Target Retirement 2030 Inv 10%Vanguard Target Retirement 2035 Inv 19%



Vanguard Target Retirement 2050 Inv 8%Vanguard Target Retirement 2055 Inv 6%

Vanguard Target Retirement Income Inv 1%

Total: 100%

Percentage of Participants with Balances inOne Risk / Date Based Investment Option

***There are no balances for this age group***

381 Participants

61 Participants

144 Participants

103 Participants

55 Participants

18 Participants

0 Participants



Plan Utilization

Your plan's participation rates by age are shown here. Your plan's participation rate equals the total number of participants making regular contributions divided by the total number of eligible employees.

Average Participation Rate by Age

Participation Rate

Defaulted Participants

The average Defined Contribution plan participation rate for eligible employees is 58.00%.*


Your plan has 1,440 employees participating in the plan.

As of 09/30/2016, 24 of these employees have not made an active investment election and their contributions are currently being allocated to the plan's default investment option.

0%

20%

40%

60%

80%

100%

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

89

# of Contributing Participants as of 09/30/2016

335 443 144 0429

12/31/2014 12/31/2015 09/30/2016

As of 09/30/2016, the participation rate for your plan was

67.67%.



As of 09/30/2016, we are not the paycheck contribution recordkeeper for your plan.

The average deferral rate among non-highly compensated participants in Defined Contribution plans is 5.80%.*

*Source: Profit Sharing/401(k) Council of America, 58th Annual Survey of Profit Sharing and 401(k) Plans, 2014

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

Plan Utilization

Your plan's average participant contribution amount by age is shown here. Your plan's average participant contribution amount equals the total amount of contributions divided by the total number of contributing participants.

Average Participant Contribution Amount by Age Paycheck Contribution Information

Average Participant Contribution Amount by Age

Age

<=29

30 - 39

40 - 49

50 - 59

>=60

Unknown

2014

$7,309

2015 2016

$7,622

$7,853

$9,373

$10,257

$0

$7,087

$7,543

$7,797

$9,461

$10,723

$0

$5,020

$5,733

$5,824

$7,049

$7,754

$0

144 044342933589

12/31/2014 12/31/2015 09/30/2016

# of Contributing Participants as of 09/30/2016



$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

12/31/2014 12/31/2015 9/30/2016

$96,651 $96,606$101,949

Participant Details

Your plan's average participant balance and the average number of investment options held by your plan participants are shown here.

Average Participant Balance

Number of Investment Options

As of 09/30/2016, participants in your plan held an average

of 3.12 investment options.

The majority of participants hold less than 4.5 investment options in their Defined Contribution plan account.*

*Source: PLANSPONSOR Defined Contribution Survey, 2015, 457 Plans

# of Participants with a Balance

2,434 2,459 2,448



Participant Details

Here is a breakdown of your plan's average participant balance by age, by year.

Average Participant Balance by AgeYour Plan

2015 20162014Age

<=29 $21,018$22,260$24,504

30 - 39

$7,795$7,538$7,421Unknown

$140,410$138,375$133,308>=60

$122,367$112,776$116,63050 - 59

$89,508$87,107$87,74240 - 49

$57,550$53,791$55,844

Average Participant Account Balance ¹

Source: Average 401(k) Plan Account Balance, By Age and Tenure, 2014, EBRI Issue Brief, No. 423, April 2016. P. 17

¹Account Balances are participant account balances held in 401(k) plans at the participants' current employers and are net of plan loans. Retirement savings held in plans at previous employers or rolled over into IRAs are not included.

# of Participants with a Balance as of 09/30/2016

102 443 616 749 535 3

12/31/2014 12/31/2015 09/30/2016

$101,949$96,606$96,651All Ages

The average participant account balance for year-end 2014 was $76,293.*

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown



Participant Details

Average Account Balance - All Participants As of 09/30/2016

Average Account Balance - Contributing Participants As of 09/30/2016

Age

<=29

30 - 39

40 - 49

50 - 59

>=60

Unknown

Male Female Unknown

Age UnknownFemaleMale

<=29

30 - 39

40 - 49

50 - 59

>=60

Unknown

Average Account Balance

Your participants have an average balance of

approximately $101,949 in this plan.

$21,366

$177,896

$64,921

$104,357

$153,582

$0

$22,057

$159,451

$54,546

$97,849

$126,051

$0

$6,964

$116,015

$19,286

$27,379

$52,649

$7,795

$23,284

$146,995

$59,168

$102,592

$123,789

$0

$22,317

$167,068

$70,874

$115,553

$169,918

$0

$0

$0

$0

$0

$0

Male Female Unknown

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

$180,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

Average by Gender

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

$180,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

Average by Gender

$52,649



Participant Details

The number and percentage of participants who have an account balance but have not made a contribution during the reporting period, by age and gender, are illustrated here.

Percentage of Participants with an Account Balance and No Current Paycheck Contributions During the Period

Number of Participants with an Account Balance and No Current Paycheck Contributions During the Period

Non-Contributing Participants

59.56% of your participants with an account balance are currently not contributing to their DC plan.

Industry Percentage of Contributing Participants

On average, only 61% of American workers are saving for retirement.*

*Source: EBRI Issue Brief No. 413, The 2015 Retirement Confidence Survey

Male Female Unknown

0%

20%

40%

60%

80%

100%

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

Percentage by Gender

0

40

80

120

160

200

240

280

320

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

0

250

500

750

Total by Gender



Contributions

Your plan's contribution amounts by money type are shown here.

Contributions by Money Type

Contribution Detail

Money Type

01/01/2014 to

12/31/2014

Before Tax

After Tax

Roth

Rollover

Employer

Total

$4,836,053

$0

$10,450

$560,702

$8,506,491

$13,913,696

$5,216,274

$14,021,818

$7,882,009

$885,762

$37,773

$0

$3,793,434

$9,778,114

$5,265,898

$670,774

$48,008

$0

01/01/2015 to

12/31/2015

01/01/2016 to

09/30/2016

Before Tax After Tax Roth Rollover Employer

$0

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

$12,000,000

$14,000,000

$16,000,000

12/31/2014 12/31/2015 9/30/2016




Number ofParticipantsContributing

% ofTotal

Number ofParticipantsContributing

% ofTotalAsset Class Investment Option

Contributions01/01/2015 -

12/31/2015

Contributions01/01/2016 -

09/30/2016

Asset Allocation 1.15% 1.22%Vanguard Target Retirement 2015 Inv (*) $161,506 39 $119,238 32Asset Allocation

Asset Allocation 1.62% 2.45%Vanguard Target Retirement 2020 Inv (*) $226,595 83 $239,960 82








Asset Allocation 0.29% 0.26%Vanguard Target Retirement Income Inv (*) $40,945 22 $25,873 17

27.22% 30.66%$3,817,337 $2,997,869

International Fund 1.77% 1.46%American Funds EuroPacific Gr R6 $247,884 249 $142,529 196International Fund

International Fund 1.56% 1.29%DFA International Value I $218,260 193 $126,233 154

International Fund 1.43% 1.32%MFS International New Discovery R6 $200,676 210 $129,183 145

International Fund 1.10% 1.06%Oppenheimer Global I $154,498 143 $103,680 117

International Fund 0.61% 0.60%Vanguard Total Intl Stock Index Admiral $85,578 70 $58,580 62

6.47% 5.73%$906,896 $560,205

Small Cap 1.00% 0.99%BlackRock Russell 2000 Index Coll F $140,466 119 $96,419 110Small Cap

Small Cap 2.42% 2.55%Vanguard Small Cap Growth Index Instl $339,793 291 $249,268 227

Small Cap 1.65% 1.42%Victory Integrity Small Cap Value R6 $231,588 236 $138,900 190

5.08% 4.96%$711,846 $484,587

Mid Cap 1.55% 0.07%Artisan Mid Cap Value Institutional $217,557 188 $6,479 136Mid Cap

Mid Cap 1.35% 1.64%BlackRock Mid Cap Equity Index - Coll F $189,043 146 $160,764 136

Mid Cap 1.85% 1.63%Victory Munder Mid Cap Core Growth R6 $258,907 197 $159,782 155

Mid Cap 0.00% 1.17%Wells Fargo Spec Md Cp Val R6 $0 0 $114,377 152

4.75% 4.51%$665,507 $441,402

Large Cap 4.00% 3.67%Becker Value Equity Institutional $561,360 305 $358,782 250Large Cap

Large Cap 9.12% 8.34%BlackRock Equity Index - Collective F $1,278,964 578 $815,308 482

Large Cap 6.09% 5.52%MFS Growth R6 $853,724 422 $539,374 339

19.21% 17.52%$2,694,048 $1,713,463

Bond 0.44% 0.67%BlackRock US Debt Index Fund Coll F $61,767 58 $65,427 51Bond

Bond 0.55% 0.46%DFA Inflation-Protected Securities I $76,932 43 $44,885 38

Bond 2.63% 1.83%Metropolitan West Total Return Bond Plan $368,821 175 $179,034 141

3.62% 2.96%$507,520 $289,345

Fixed 33.65% 31.54%Pasadena Custom Stable Value Fund $4,718,292 890 $3,084,207 763Fixed

33.65% 31.54%$4,718,292 $3,084,207

Brokerage 0.00% 2.12%Schwab SDB Sweep Program $372 1 $207,027 4Brokerage

Brokerage 0.00% 0.00%Schwab SDB Sweep Program Roth $0 0 $10 1

0.00% 2.12%$372 $207,037

*Your plan's default investment election(s).

Grand Total: $14,021,818 100.00% $9,778,114 100.00%



$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown


Total Paycheck Contributions From 01/01/2016 to 09/30/2016

Total Rollover Contributions From 01/01/2016 to 09/30/2016

Average Contributions

Your participants contribute an average

of $6,323 per year.*

*Average of total contributions during the reporting period.

Industry Average ofParticipants Contributing

In comparison, based on NAGDCA survey results, the average deferral for governmental DC plans is about $5,701.*


Male Female Unknown

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

Average by Gender

$0

$40,000

$80,000

$120,000

$160,000

$200,000

$240,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

Average by Gender



Distributions

An overview of your plan's distribution activity is shown here, including distribution reasons, number of distributions and percentage of rollovers / transfers versus payment to self.

Reasons for Distribution As of 09/30/2016

Percentages are based on dollar amount of distributions.

Distributions

Number

01/01/2016 to 09/30/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

$9,149,613

$12,061,028

$9,606,902

432

493

476

43.71%

50.55%

35.48%

Industry Average

According to a national study of rollover opportunities for those participants between age 55-70, 25% will leave the money in plan, 19% will roll the money into an IRA, and 3% will take other action (cash out, transfer to new employer).*

*Source: LIMRA, Opportunities in the Rollover Market (2015)

Comparing Common Distribution Reasons

Percentages are based on dollar amount of distributions.

4%2%35%

53%

6%

Death Benefit De Minimis In-Service

Retirement Separation of Service Other

As of 09/30/2016

0%

20%

40%

60%

80%

100%

Retirement Separation of Service In-Service

Percentage ofDistribution

AmountsRolled Over /

TransferredAmount

Rollovers / Transfers Payments to Self

57.92% 54.51% 45.49% 0.00% 100.00%42.08%



Distributions (From 01/01/2016 to 09/30/2016)

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

$1,600,000

$1,800,000

Top Pro

vider

s

Oth

er

0

5

10

15

Top Pro

vider

s

Oth

er

Full Withdrawal Rollover IRA Summary by Top Providers by Number of Participants

Full Withdrawal Rollover IRA Summary by Top Providers by Dollars

Participant Distributions

The top providers represent

92.42% of total assets withdrawn and rolled to an IRA.

Percentage of Assets

The top providers represent

78.95% of total participants withdrawn and rolled to an IRA.

0

1

2

3

AM

ERIC

AN F

UNDS

AM

ERIP

RIS

E

FINANCIA

L

CHARLES S

CHW

AB

EDW

ARD J

ONES

MERR

ILL L

YNCH

NYLIA

C N

YL

PERSH

ING L

LC

PRIM

ERIC

A

SHAREH

OLD

ER

SERVIC

ES

VFTC

WELLS F

ARGO

$0

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

AM

ERIP

RIS

E

FINANCIA

L

CHARLES S

CHW

AB

EDW

ARD J

ONES

ETRADE

LPL FIN

ANCIA

L

SERVIC

ES

MERR

ILL L

YNCH

NYLIA

C N

YL

PRIM

ERIC

A

SHAREH

OLD

ER

SERVIC

ES

VFTC

WELLS F

ARGO



Distributions

The total amount of all plan participant rollovers, contributions and withdrawals made, by month, are reflected here.

Total Contribution and Withdrawal Summary*

Month RolloverPayroll

Contributions Withdrawals

*Monthly totals may not exactly match the amounts for the reporting periods on the Executive Summary pages due to any retroactive changes or corrections made.

Rollover Payroll Contributions Withdrawals

$70,772

$10,814

$0

$7,938

$0

$85,268

$66,286

$87,610

$58,317

$56,902

$242,779

$67,736

$1,058,374

$1,051,038

$1,084,349

$1,070,861

$1,004,930

$998,662

$1,021,137

$1,005,212

$1,010,336

$977,489

$977,876

$1,038,777

$776,251

$549,827

$1,066,789

$742,789

$1,210,948

$904,781

$1,184,077

$1,649,814

$1,498,290

$1,134,054

Oct 2015

Nov 2015

Dec 2015

Jan 2016

Feb 2016

Mar 2016

Apr 2016

May 2016

Jun 2016

Jul 2016

Aug 2016

Sep 2016

$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

$1,600,000

$1,800,000

Oct

201

5

Nov

2015

Dec

201

5

Jan 2

016

Feb 2

016

Mar

201

6

Apr 2

016

May

201

6

Jun 2

016

Jul 2

016

Aug 2

016

Sep 2

016

$889,705

$754,222



Distributions (From 01/01/2016 to 09/30/2016)

Hardship Withdrawals (in Dollars)

Average Hardship Withdrawals (in Dollars)

Number of Participants Taking Hardships

Male Female Unknown

$0

$20,000

$40,000

$60,000

$80,000

$100,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown0

1

2

3

4

5

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown

$0

$4,000

$8,000

$12,000

$16,000

$20,000

<= 29 30 - 39 40 - 49 50 - 59 >= 60 Unknown



Loans

Here is a breakdown of your plan's total outstanding loan balance, newly issued loans and loans that have defaulted during each period. The number of plan participants with loans and the average loan balance are also shown.

Total Outstanding Loan Balance

Loan Details

As of 09/30/2016, 601 participants in your plan had an outstanding loan. The average loan balance of all outstanding participant loans

for your plan was $13,203.

As of 09/30/2016, 25.00% of your plan participants had an outstanding loan.

For plans that do offer loans, an average of 14.30% of plan participants have an outstanding loan.*

*Source: PLANSPONSOR Defined Contribution Survey, 2015, Overall Results

New Loans

01/01/2016 to 09/30/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

Defaulted Loans

Number Amount

125

315

312

$2,429,189

$5,680,339

$6,133,038

Number Amount

15

21

9

$244,645

$271,512

$144,290

$0

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

12/31/2014 12/31/2015 9/30/2016

$8,353,553 $8,503,854

$7,935,056

# of Loans 622 615 601



Web Site

01/01/2014 to12/31/2014

01/01/2015 to12/31/2015

01/01/2016 to09/30/2016

Activity Detail Activity Summary

1,339

44,305

Account Inquiries Account Changes

1,282

40,234

780

31,764

2014

2015

2016Totals

Average Distinct Users 397 404 419Total Logins 30,172 28,387 23,466

Account Inquiries

Account Balance 587 718 960Account and Certificates Overview 13,866 11,487 8,910Allocation and Asset Allocation 1,877 2,730 2,009Allocations 0 1 0Asset Allocation 52 145 122Balance Comparison 1,152 732 445Disbursement Summary 1,839 2,082 1,237Electronic Statements 5 0 0Fund Overview and Prospectus 1,950 1,573 1,152Fund Returns 1,499 1,066 967Fund Values 1,226 1,171 612Investment Overview 571 734 525Personal Rate of Return 2,049 2,479 2,299Statement on Demand and Quarterly 3,710 3,743 2,563Transaction History 13,922 11,573 9,963

44,305 40,234 31,764Totals

Account Changes

Allocations 142 204 168Beneficiary 117 76 60Disbursements 104 99 85Dollar Cost Average 5 0 0Fund Transfers 262 245 161Loan Requests 222 217 98Rebalancer 69 81 64Registration 418 360 144

1,339 1,282 780Totals



Voice Response System

01/01/2014 to12/31/2014

01/01/2015 to12/31/2015

01/01/2016 to09/30/2016

Activity Detail Activity Summary

94

550

83

586

Account Inquiries Account Changes

28

318

2016

2015

2014

Totals

Average Distinct Users 81 75 72

Opt to Client Service Representative 1,063 1,051 729

Total Calls 1,715 1,607 1,128

Account Inquiries

Account Balance 99 51 33

Allocations 5 10 8

Loans 460 466 258

Request Statements 7 4 1

Transaction History 15 19 18

586 550 318Totals:

Account Changes

Allocations 0 1 0

Fund Transfers 3 1 0

Loan Requests 80 92 28

83 94 28Totals:



Services Offered

Administrative ServicesAvailable Today /

Information Administrative ServicesAvailable Today /

Information

Years on System

Online Statements

Beneficiary Recordkeeping

Online Enrollment

Deferral Recordkeeping

Automatic Enrollment

Default Percentage

Auto Escalation Percentage

Loans Available

Online Loan Initiation

Loan File Feeds

To-Do List

4.47

Yes

Yes

No

No

No

N/A

N/A

Yes

Yes

Yes

No Auto Escalation Percentage Maximum N/A

Online Distributions Yes

Advisory Services No

SecureFoundation No

IRA Rollover Solution No

Approval Services Yes

QDIA Notices No



Glossary of Terms

Term Description

Funds in Plan with a Balance Count of funds or investment options within the plan’s fund lineup that have balances greater than $0.01 are included. This includes any employer stock awaiting purchase and self-directed brokerage products, as applicable.

Eligible Employees Employees who have met age and service requirements and are actively employed. The count is based upon employee information that has been transmitted to or input by the plan on the recordkeeping system.

Distributions All full and partial withdrawals for every disbursement reason and tax reason code. In this report, the five most common distribution types are illustrated individually; any other types are combined into the “Other” category.

Defaulted Loan A loan that is not current on all loan assessments, which are due by the prior quarter-end; when this occurs, the loan will default as of the next quarter-end. The outstanding amount with accrued interest as of the default date will be tax-reported for the calendar year in which it defaulted.

Account Reduction Loan Balance The total amount of all active, outstanding loans held by plan participants. Loans that have been offset or deemed as a distribution are not included.

Active Participants with Balances Plan participants who are actively employed and have a balance.

Contributions Amounts deposited for all money types, both regular payroll and single rollovers. Assets that are added to the plan during conversion to our recordkeeping systemare not included.

Loan Balance (Average) The average of all outstanding loan balances in the plan. This includes defaulted loan balances, but does not include offset or deemed loan balances.



Glossary of Terms

Participant Paycheck Contribution Percentage Rate (Average)

Term Description

For plans that utilize our deferral recordkeeping services, this is the average rate of all percentage deferrals that have been established by actively employed participants for any held employee money types during the reporting period. Only participant deferral amounts that are greater than 1% are included.

Net Cash Flow The plan’s total contributions less total distributions. Forfeited amounts and loan balances are not included in this calculation.

Participant Balance (Average) The average balance of all actively employed and terminated plan participants. Only participant balances that are $0.01 or greater are included. This balance does not include any outstanding loan amounts.

Participant Contribution Amount (Average)

The total amount of plan contributions for all money types divided by the number of contributing participants, both currently employed or employed during the reporting period.

Participant Paycheck Contribution Dollar Amount (Average)

For plans that utilize our deferral recordkeeping services, this is the average amount of all dollar amount deferrals that have been established by actively employed participants for any held employee money types during the reporting period. Only participant deferral amounts that are greater than $0.01 are included.

Participants Contributing The number of actively employed plan participants who have regular payroll contributions during the reporting period.



Glossary of Terms

Term Description

Terminated Participants with Balances

Plan participants who are no longer employed, but have a balance.

Participants with Loan Balance The number of individual plan participants who have an outstanding loan balance. This includes participants with defaulted loans, but does not include participants with offset or deemed loans.

The percentage of the eligible employees participating in the plan; this figure is derived by dividing the total number of contributing participants by the total number of eligible employees. The rate is based upon participant information that is transmitted to or input by the plan on the recordkeeping system.

Participation Rate

Payments to Self A distribution that is taken for any qualifying reason in which the distribution proceeds are made payable directly to the participant.

Plan Asset Balance A rollup of all contributions and deposit types, transfers in / out, interest and dividends, change in value, fees and withdrawals, and forfeiture assets.

Rollovers A distribution that is taken for a qualifying reason in which the distribution proceeds are rolled over into an eligible plan, traditional IRA or Roth IRA.

Total Participating The number of eligible participants actively contributing to and participating in the plan. The rate is based upon participant information that is transmitted to or input by the plan on the recordkeeping system.



Glossary of Terms

Term Description

Transfers A distribution that is taken for a qualifying reason in which the proceeds are disbursed as a permissible plan transfer.

Total Plan Asset Balance A rollup of all contributions and deposit types, transfers in / out, interest and dividends, changes in value, fees and withdrawals, and forfeiture assets plus the total amount of all active, outstanding participant loans.

Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: NY, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design elements used are owned by their respective owners and are used by permission.

Empower Retirement Advisory Services are offered by Advised Assets Group, LLC (AAG), a federally registered investment adviser and wholly owned subsidiary of Great-West Life & Annuity Insurance Company. More information about AAG can be found at www.adviserinfo.sec.gov.



Date Rec'd Action Taken1/4/2016 Approved Prevention of Eviction1/7/2016 Approved Illness2/3/2016 Approved Illness

1/29/2016 Approved Prevention of Eviction2/17/2016 Approved Illness3/2/2016 Approved Illness3/4/2016 Approved Prevention of Eviction

3/17/2016 Approved Illness3/30/2016 Approved Illness3/28/2016 Request Additional Information Prevention of Eviction4/5/2016 Approved Prevention of Eviction

4/13/2016 Approved Illness4/27/2016 Approved Illness5/4/2016 Approved Prevention of Eviction5/3/2016 Approved Uninsured Medical Expenses

5/12/2016 Approved Illness5/12/2016 Approved Prevention of Foreclosure5/26/2016 Approved Illness6/6/2016 Approved Prevention of Eviction (Previously pending from last quarter)6/8/2016 Approved Illness

6/23/2016 Approved Illness7/7/2016 Approved Illness7/5/2016 Approved Prevention of Eviction

7/12/2016 Approved Illness7/15/2016 Approved Prevention of Foreclosure7/21/2016 Approved Illness8/2/2016 Approved Prevention of Eviction8/4/2016 Approved Illness8/2/2016 Approved Prevention of Foreclosure8/4/2016 Approved Prevention of Eviction

8/11/2016 Approved Prevention of Eviction

3Q2016

Hardship Activity

Reason

8/17/2016 Approved Illness8/25/2016 Approved Prevention of Eviction9/6/2016 Approved Illness9/6/2016 Approved Prevention of Eviction

9/11/2016 Approved Illness9/15/2016 Approved Illness9/17/2016 Approved Prevention of Eviction9/22/2016 Approved Illness9/23/2016 Approved Prevention of Foreclosure9/29/2016 Approved Illness

Quarter Total Approved Total Denied Total Pending Total Submitted1st Quarter 10 0 0 102nd Quarter 11 0 0 113rd Quarter 20 0 0 204th Quarter

TOTALS 41 0 0 41

Department No. of Group Meetings

Group Meeting

Attendees

Indiv Counseling

City Hall 4 75 70FirePolice 20Public HealthPublic WorksWater & PowerLibraryParks and Recreation

Grand Total 4 75 90

Continued soliciting beneficiary formsContinued weekly serviceAssist with Rollover Process

Market Volatility - November

3Q16

Local Activity

Activities 3q2016

Proposed Educational Seminars for 2016Preparing For Retirement - October

Retirement Distribution Options - December

Hyas Group, LLC • 108 NW 9th Avenue, Suite 203, Portland, Oregon 97209 • ph: 971-634-1501 fx: 971-275-1856

Summary of Plan Design Features Relative to Recent Retirement Plan Fee and Fiduciary Breach Litigation There have been a number of recent retirement plan related lawsuits filed on behalf of participants against plan sponsors (generally corporations and universities). Primarily, the litigation has focused on the improper use of mutual fund share classes, revenue sharing and on the failure to monitor for excessive fees in general. There has also been action around the failure to offer higher yielding safety of principal options than the ever-prevalent money market fund. Of note is the case Krikorian et al. vs. Great-West Life & Annuity Insurance Co. et al. In this suit Great-West (parent company of Empower) is alleged to have violated ERISA through its use of investment revenue sharing in the operation of client plans. The current design and ongoing fiduciary support for the City of Pasadena’s 457 Plan should help minimized some of the litigation risk. The following are elements of the City’s Plan that, we believe, should be viewed favorably in the light of the recent litigation: The City of Pasadena’s 457 Plan is not subject to ERISA directly, most fiduciary breach

cases are relying on federal law to state the fiduciary breach claim. For instance, the case brought against Great-West would be more difficult to bring without the ERISA statutes.

The Deferred Compensation Plan Committee currently uses low-cost, institutional share classes in all asset categories, and continually monitors the investment options, looking for less expensive versions when available.

The Committee has engaged a consultant to serve as a fiduciary and provide advice as to overall plan structure and investment option selection.

The Committee has a formal governance structure in place and has documented investment policies, budgets, performance reporting and meeting minutes.

The Committee, several years ago, moved the Plan to a fee structure that excludes revenue sharing. The negotiated recordkeeping contract provides for a flat fee arrangement, this flat fee arrangement ensures transparent, level fees that are not dependent on the use of proprietary funds, or variable revenue sharing agreements.

The Plan currently makes a diversified stable value fund available in lieu of a lower yielding money market fund option.

The Plan currently makes low-cost index funds available in each of the primary asset classes.

The Committee has engaged in regular reviews of the service provider contracts and has conducted a competitive bidding process when appropriate.

Client#

ParticipantsTotal

AssetsAvg

BalanceFixed

IncomeUS

EquityIntl

EquityAsset Alloc. Loan Misc. SDBA QTR 1 Year 3 Years 5 Years

Wgt.Fee

Avg.Fee

City of Pasadena 457 2,445 $251m $102,790 43% 32% 5% 16% 3% 0% 1% 1.38% 0.12% 5.26% 4.86% 0.35% 0.40%

Average: 1,771 $135m $82,273 27% 34% 6% 29% 1% 1% 3% 1.58% -0.11% 6.09% 5.91% 0.47% 0.52%Median: 857 $57m $77,595 27% 35% 5% 26% 1% 1% 0% 1.55% 0.02% 6.21% 6.18% 0.45% 0.48%

N= 66 plans, $9.0b in assets

City of Pasadena 457 Deferred Compensation PlanPlan Benchmark as of June 30, 2016

Option Vehicle Liquidity Wrapper4Q16 Net

Crediting Rate Floor Rate Fees

Custom Stable Value Separate AccountImmediate Market Value or

immunization over the securities' remaining life.

Great-West Life & Annuity

1.65% None0.19% (wrap +

mgmt)

Putnam Stable Value Pooled Fund Put of up to 12 months. Multiple 1.71% None0.44% (0.25% mgmt

+ 19% wrap)

Great-West Life General Account

General AccountBook Value at 12 or 36 months, or the

lesser of Market or Book Value immediately.

Great-West Life & Annuity

2.15% 0.00%NA - spread

product.

T. Rowe Price Stable Value

Pooled Fund Put of up to 12 months. Multiple 1.79%* None0.49% (0.30%

mgmt + 0.19% wrap)

Notes:Recordkeeping costs may increase if T. Rowe Price stable value is selected. Otherwise they are unchanged if another option from above is selected.Empower has proposed changes to the Investment Policy Statement of the Custom Stable Value fund that are estimated to enhance returns by roughly 0.10%.Empower has not formally added immunization as a contract clause to the Custom Stable Value fund but has indicated that it is willing to do so.*Portfolio yield, which approximates the crediting rate.

City of PasadenaStable Value Alternatives

minutes of the - pasadena, california...minutes of the city of pasadena deferred compensation trust...

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