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Confidential — for Internal Use Only

Associate Handbook August 2016 |

9

Governance and Structure

Since our founding in 1972, ICMA‑RC’s mission has been to help public employees build retirement security.

Following is a brief outline of our corporate structure supporting that mission. For additional information, be

sure to visit our website,

www.icmarc.org

.

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ICMA Retirement Corporation (ICMA‑RC)

is a Delaware, non-profit financial services corporation and an Internal

Revenue Code (“Code”) section 501(c)(3) tax exempt organization. ICMA‑RC is committed to lessening

the burdens of state and local government by providing plan administration and recordkeeping services

to deferred compensation plans and qualified retirement plans established by public employers for their

employees under Code Sections 457 and 401, respectively. The corporation is governed by a 10-member

Board of Directors composed of public employer representatives and members of the business community

with expertise in areas relevant to the corporation’s business. The majority of Directors serving on

ICMA‑RC’s Board are independent of ICMA‑RC management. ICMA‑RC is registered as an investment

adviser with the Securities and Exchange Commission (SEC).

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VantageTrust Company, LLC (“VTC”)

is a New Hampshire non-depository trust company and is a wholly owned

subsidiary of ICMA‑RC. ICMA‑RC acts as investment adviser to VTC. VTC has established and acts as

trustee for two collective investment trusts: (1) VantageTrust, a group trust through which investment options

are made available to 457 and 401 plans administered by ICMA‑RC; and (2) the VantageTrust Multiple

Collective Investment Funds Trust (“VantageTrust II”), a group trust providing for the collective investment

of assets of RHS and EIP plans administered by ICMA‑RC in funds made available through the trust. A

range of investment options designed to meet the needs of public sector plans and participants is made

available through VantageTrust and VantageTrust II, including the individual actively-managed and index

funds, target- date and target-risk funds-of-funds, a guaranteed income fund, and VantageTrust CD Accounts.

VantageTrust and VantageTrust II are overseen by the VTC Board of Directors, a seven-member Board, a

majority of whom, at the time of their respective elections, must be full-time employees of a public employer

that has adopted a plan administered by ICMA‑RC or participants in a plan administered by ICMA‑RC.

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Vantagepoint Investment Advisers, LLC (“VIA”)

, a wholly owned subsidiary of ICMA‑RC and an SEC-registered

investment adviser, serves as the investment adviser to The Vantagepoint Funds, for which ICMA‑RC

is the sponsor. The Vantagepoint Funds is an SEC-registered series investment company with each of

the funds in the series having different investment objectives and strategies. The Vantagepoint Funds is

overseen by a seven-member Board of Directors, a majority of whom must be independent of ICMA‑RC

and its affiliates. VIA, along with The Vantagepoint Funds’ Board of Directors, enters into agreements with

external subadvisers for the performance of some or all of VIA’s duties and responsibilities to the Funds.

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ICMA‑RC Services, LLC (“RC Services”)

, a wholly owned subsidiary of ICMA‑RC, is a broker-dealer registered with

the SEC and a member of the Financial Industry Regulatory Authority. Certain employees of ICMA‑RC are

also registered representatives of RC Services. RC Services serves as the distributor for The Vantagepoint Funds.

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Vantagepoint Transfer Agents, LLC (“VTA”)

a wholly owned subsidiary of ICMA‑RC, is The Vantagepoint Funds’

designated transfer agent and facilitates ICMA‑RC’s client service arrangements by providing a full range of

administration and recordkeeping services to plan sponsors and participants.

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In 2001, ICMA‑RC founded the

ICMA‑RC Public Employee Memorial Scholarship Fund (“Scholarship Fund”)

, a section

501(c)(3) public charity, to honor state and local government employees who lost their lives in service to

their communities. Since inception, the Scholarship Fund has awarded more than $950,000 in scholarships

to the surviving children and spouses of fallen public employees.