ICMARC Associate Handbook August 2016

ASSOCIATE HANDBOOK Confidential — for Internal Use Only

August 2016

OUR MISSION We help public employees build retirement security.

OUR VALUES Created by the public sector for the public sector. We put our clients first and serve them with a talented, diverse and respectful team of associates.

Dear Associate, Welcome. We are pleased that you have chosen to be a part of the ICMA-RC team! For more than 35 years we have helped state and local government workers build retirement security. Since our founding, we have seen incredible growth, and we are proud of our position in the retirement services industry. P P Our services: We provide a broad range of participant services, including online account information and support, access to our toll-free investor services center, and visits from field services representatives. P P Our reputation: We have been recognized for the excellence of our services as well as our commitment to the public sector. Our dedication to providing the highest quality products and services has resulted in our having the highest retention rate in our industry. P P Our associates: We have a very diverse staff with many of our associates based in our Washington, D.C., headquarters and others in the communities where they serve our clients. Our field sales and service personnel are located in every region of the country. At ICMA-RC, we strive to provide an environment in which you feel challenged, encouraged, and confident that you will be treated fairly and with respect. You also should be aware of what is expected from you as an associate so that you will be able to successfully meet your objectives and obligations. Please become familiar with this Associate Handbook, which serves as the guide to ICMA-RC policies and procedures. You can also access the Handbook at my.icmarc.org, our corporate intranet. If you have questions about anything in the Handbook, please be sure to discuss them with your supervisor or contact Human Resources. I encourage each of you to understand the role you play in the achievement of the ICMA-RC mission: alleviating the burdens of state and local governments by helping public employees build retirement security. This mission is at the core of what we do–we put clients first and serve them with excellence, integrity and leadership. I look forward to working with you.

Robert P. Schultze President and Chief Executive Officer

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ABOUT THIS HANDBOOK The policies and procedures in this Handbook are designed to serve as guidelines for all associates. They are not intended to create any contract or binding agreement between ICMA‑RC and any associate. All policies and procedures outlined in this Handbook are subject to change or modification at the corporation’s discretion at any time. This Handbook is provided for informational purposes only. No provision or portion of the Handbook constitutes an express or implied contract of employment, guarantee, assurance of employment, or any right to an employment-related benefit or procedure. The president and chief executive officer of ICMA‑RC, or a designee thereof, reserves the right to modify, eliminate, or deviate from any policy or procedure in this Handbook at any time, and to hire, transfer, promote, discipline, terminate, or otherwise manage associates as deemed appropriate. Associates who violate corporate policies, including those stated in this Handbook, are subject to discipline up to and including termination of employment. You should address questions concerning these guidelines to your supervisor or contact Human Resources. Use of the terms “Supervisor,” “Manager” and “Division Head” The term “supervisor” as used in this Handbook generally refers to the person to whom you report on a daily basis, that is, your “immediate supervisor.” The term “manager” as used in this Handbook generally refers to the person who heads your department. If you report directly to this person, he/she is also considered your “supervisor.” The term “division head” refers to the senior leader in your division. If you report directly to this person, he/she is also considered your “supervisor.” This Handbook is available from Human Resources and can also be accessed on the ICMA‑RC intranet, my.icmarc.org . The intranet also provides a number of key policies that apply to the workplace or working environment, such as the ICMA‑RC Code of Ethics and Standards of Conduct Policy, the Travel and Expense Reimbursement Policy, and guidelines for completing electronic timesheets. You should be familiar with my.icmarc.org and check it periodically for announcements and updates.

For Internal Use Only

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CONTENTS

ABOUT ICMA‑RC

8

CHAPTER 1: WORKING TOGETHER AT ICMA‑RC

10

Guiding principles

10

Leading at ICMA‑RC

10

Code of ethics

14

Whistleblower policy

15

ICMA-RC confidentiality and the press

17

Equal employment opportunity and diversity

20

Disability and reasonable accommodation

21

Harassment-free work environment

24

Interactions with others

26

Use of ICMA‑RC property and funds

28

Minority and women vendors

29

CHAPTER 2: ADMINISTRATIVE ISSUES

30

Employment status

30

Work hours

32

Alternative work arrangements

34

Overtime

37

Paydays, time reports, and paychecks

39

Disclosure of employment information and references

41

Personnel records

42

Dress code

42

Telephones, voice mail and email

44

Travel policy

49

Solicitations and distribution of literature or non-ICMA‑RC marketing materials

49

Office celebrations

50

The Human Resources bulletin boards

50

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CHAPTER 3: HEALTH, SAFETY, AND WORKLIFE

51

Employee Assistance Program

51

Smoking

52

Emergency medical procedures

53

Substance abuse

54

Inclement weather and emergency situations

55

Building procedures and office safety

58

Ergonomic guidelines

62

Recycling

63

Safe driving tips

64

CHAPTER 4: EMPLOYMENT POLICIES AND PROCEDURES

65

Job descriptions

65

Recruitment

65

Nepotism

68

Promotions and transfers

69

Performance planning and assessment

69

Problem solving and formal appeals process

70

Leaving ICMA‑RC

72

CHAPTER 5: COMPENSATION PROGRAM

75

CHAPTER 6: PAID LEAVE AND LEAVE WITHOUT PAY

77

Vacation

77

Personal leave

78

Sick leave

78

Holidays

82

Family and medical leave

82

Parental leave policy

89

Voting leave

90

Bereavement leave

90

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Jury duty

91

Military leave

92

Leave without pay and extended leave without pay

92

CHAPTER 7: ASSOCIATE PROGRAMS

93

Corporate learning

93

Professional memberships

94

Career celebration programs

95

Corporate committees, programs and publications

95

CHAPTER 8: FINRA LICENSING

98

CHAPTER 9: INFORMATION SECURITY

99

INDEX

103

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ABOUT ICMA‑RC

History of ICMA‑RC In 1972, a group of local government employees recognized that existing retirement plans did not address the special needs of the public sector. Specifically, the prevailing defined benefit plans were not nationally portable or transferable. Government workers who moved to a job in a different jurisdiction or who left the public sector often forfeited their future retirement security because of strict vesting requirements. Furthermore, most plans provided few special services and were so inflexible that early withdrawals or special payout schedules were not allowed or resulted in substantial penalties. With assistance from the Ford Foundation, the International City/County Management Association (“ICMA”), a professional non-profit association for appointed local government administrators, created ICMA Retirement Corporation (“ICMA‑RC”) to specifically address the special retirement plan needs of local and state governments. With its creation, ICMA‑RC became one of the first organizations to offer nationally available 457 deferred compensation retirement plans designed specifically to meet the needs of local and state government employees. Today, ICMA‑RC is a leader in the public sector retirement plan industry. Through its comprehensive education program and full array of investment options, the corporation promotes long-term retirement savings among its participants. Product Expansion In 1984, ICMA‑RC added 401(a) money purchase plans and 401(k) salary reduction (profit-sharing) plans for public employees. In recent years, we have continued to add a wide variety of products to serve the various retirement planning needs of public employees, including our VantageCare Retirement Health Savings (“RHS”) Plan, VantageCare RHS Employer Investment Program (“EIP”), the Guided Pathways® investment advisory services suite, our target-date Milestone Funds, and the VantageTrust Retirement Income Advantage Fund lifetime income investment option.

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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 . P P 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). P P 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. P P 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. P P 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. P P 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. P P 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.

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CHAPTER 1 WORKING TOGETHER AT ICMA‑RC

GUIDING PRINCIPLES Our Guiding Principles provide the foundation for how we work with each other, make decisions and serve our customers. Abiding by these principles leads to excellence, which is what we expect from ourselves and what our clients and participants have the right to expect from us.

Integrity is the source of the trust and confidence placed in us by our clients and participants. It is the touchstone for all we do.

I NTEGRITY

C OMPLIANCE Compliance with the letter and the spirit of the laws and regulations governing our industry enables our commitment to transparency in our institutional processes, transactions and reporting. We do what is right. M ISSION-FOCUS Mission-focus means we help public employees build retirement security. Our mission inspires us and sets our course.

Appreciation acknowledges individual contributions to our functional units, divisions and the corporation. It affirms our value to the team.

A PPRECIATION

R ESPECT Respect is given to all associates without the requirement that it be earned. We create an environment that is inclusive, nondiscriminatory and free from harassment of any kind. C OLLABORATION Collaboration leads us to reach out and brings together our diverse internal resources to meet the needs of our clients and participants. Working collaboratively empowers us.

LEADING AT ICMA‑RC At ICMA‑RC, the way we work with each other is paramount to our continuing success and the fulfillment of our mission. To lead at ICMA‑RC means:

BE INCLUSIVE

Be inclusive when making decisions, planning and implementing

BE OPEN

Be open to new ideas, new ways of doing business and relating to each other

BE RESPECTFUL

Be respectful with our words, actions and intent

BE HERE NOW

Be here now in our interactions and conversations

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Every associate at ICMA‑RC has the opportunity to lead. In order for our corporation to thrive in the future, leaders at all levels must be committed to modeling these leadership behaviors: WELCOMING DIVERSITY OF THINKING. We recognize that different perspectives contribute to more successful outcomes, and we welcome involvement and ideas from diverse sources. RESPECTING OUR ASSOCIATES. We treat each person fairly and value differences. We envision a safe, inclusive working environment that empowers associates to use their talents to the fullest extent. SUPPORTING OUR ASSOCIATES. We are available, approachable and good listeners. We set realistic goals that further our mission. VALUING LEARNING AND DEVELOPMENT. We delegate, mentor, and provide a variety of training opportunities to help associates obtain the skills and knowledge they need to perform their jobs and advance in their careers. LEADING WITH INTEGRITY AND HONESTY. We demonstrate sound ethics, communicate honestly and effectively, and do what is best for our clients and our associates. FOSTERING INNOVATION AND CHANGE. We create an environment of trust where associates can feel empowered to make contributions, be innovative and be courageous to share new ideas. Standards for Conduct and Disciplinary Action Along with our Guiding Principles and Leadership Behaviors, we have standards that guide our activities and ensure a safe and orderly work environment. The ICMA‑RC Standards for Conduct and Disciplinary Action are based on sound business needs, safety, courtesy, and consideration for the rights of our coworkers and clients. When our Standards for Conduct are not followed, corrective actions may range from counseling and training to various disciplinary steps, including verbal or written warnings, suspension, or immediate termination. The severity of the offense, the record of the associate, and other factors will determine the exact nature of the corrective action to be taken. While it is not possible to specify every circumstance that may result in disciplinary action, the following list can be used as a guideline for the types of conduct that may result in discipline up to and including immediate termination. This list is general in nature and is not intended to be all-inclusive. Attendance problems: characterized by absenteeism, not properly notifying supervisor, arriving late for or leaving early from scheduled work (including required overtime); leaving work area unattended; leaving during work hours without prior authorization; and extending any break period beyond authorized limits. CULTIVATING TEAMWORK. We provide the tools and opportunities that enable us to work together successfully.

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Bribery: such as accepting any payment or gift that could be construed to be a bribe; becoming party to the payment of other items of value for the purpose of bribery; or accepting something in exchange for any favor or advantage. Conflict of interest: which may apply to any situation where an associate’s personal dealings or interests conflict, or appear to conflict, with ICMA‑RC interests: for example, accepting valuable gifts from customers or vendors, or improperly using insider information. Conflict of interest is covered in more detail in the ICMA‑RC Code of Ethics, with which each associate must be familiar. Discrimination: characterized by an incident or situation related to mistreatment of an associate based on race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, matriculation, political affiliation, physical or mental disabilities, veteran status or any other category protected by law. Dishonesty/Providing misleading information: such as making false claims of injury, accident, or harassment; submitting false or misleading information on an employment application or at any time during employment; failure to submit verification of illness or injury when required, or falsifying such information; submitting false invoices or expense reports; submitting false time records; or falsifying any ICMA‑RC financial records or files. Harassment: either repeated or extremely serious, such as using threatening or abusive language and/or behavior; sexual harassment; any act that interferes with another associate’s ability to perform the job; or any act that interferes with another associate’s right to work in a safe and harassment-free work environment. Harassment is covered in more detail in this Handbook in the “Harassment-Free Work Environment” section. (See page 24.) Injury non-notification: which is the failure to immediately report to management any on-the-job accidents or injuries, regardless of severity. Insubordination: the disregard of or willful failure or refusal to perform assigned tasks; or the performance of assigned tasks in a disrespectful manner. Law violations: including the violation of, or failure to report the violation of, any local, state or federal laws or regulations related to ICMA‑RC business or the workplace. Loitering on ICMA‑RC property: due to the sensitive nature of the financial information, SSNs and other information about our clients which could be used for identity theft or other illicit purposes and to provide maximum security for their information, loitering without authorization, by either off-duty associates or non-associates, including soliciting, impeding access to the worksite, or otherwise interfering with associates or business operations is impermissible. Loss of confidence: referring to a manager’s belief that an associate cannot adequately or appropriately perform his/her job, interact with coworkers or clients — internal and/or external — or adhere to the Guiding Principles of the corporation. Misuse of ICMA‑RC property: including defacing or destroying ICMA‑RC property, and unauthorized use, possession or dissemination of ICMA‑RC property or confidential information. Misuse of client property: including defacing or destroying client property or records, and breach of confidentiality or unauthorized dissemination or removal of client property or records from client premises or ICMA‑RC premises.

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Obstruction of ICMA‑RC investigations: including failure to provide information, providing false information, or otherwise interfering with an ICMA‑RC investigation, whether for accident, harassment, workplace violence or other investigation into possible policy violations, as consistent with applicable law. Off-site misconduct: refers to associates engaging in improper conduct away from the job that could result in damage to ICMA‑RC, its operations or its reputation. Overtime refusal: including refusing to work overtime when required of your position. Overtime, unauthorized: working overtime without first securing approval to do so from your supervisor or manager. Non-exempt Associates will be paid for any overtime actually worked, but are subject to discipline up to and including discharge for doing so without authorization. Performance problems: including failure to meet performance standards, requirements or expectations; actions not in keeping with the corporation’s Guiding Principles and its business and communication standards. Possession of weapons/dangerous materials in ICMA‑RC offices or at ICMA‑RC functions at any location: prohibition includes bags, closets, or lockers or in any location while performing work for the corporation. This applies whether or not the associate has a state or local gun-carrying permit or resides or works in a state or locality that is covered by laws granting them the right to carry a concealed weapon. Posting violations: electronic posting on blogs or other social media not in keeping with ICMA‑RC policy and standards due to its status as a regulated financial services provider; also includes the posting, defacing, or removal of notices, signs, or writing of any kind — on or from corporate bulletin boards or corporate property — without authorization from Human Resources or the division head. Safety or environmental violations: defined as any violation of any safety or environmental regulation or of an ICMA‑RC safety or environmental policy, including, but not limited to: unauthorized removal or modification of safety or environmental devices from equipment or willful failure to use prescribed personal safety devices or personal protective equipment. Security violations: including granting access to or conducting unauthorized visitors into or throughout ICMA‑RC facilities; giving one’s building or computer access codes to non-associates or unauthorized associates; any unauthorized possession, use, distribution or removal of confidential information or data, including personally identifiable information (PII) in any form. This policy does not bar any protected concerted communications permitted under the National Labor Relations Act or any other law. Sleeping/loafing: including sleeping or inattention on the job or during training; inattention to the job during work hours; loafing or intentionally evading work; or being away from one’s assigned work area without authorization. Smoking violations: smoking in areas of the workplace where smoking is prohibited by the ICMA‑RC smoking policy, local office policy or local laws. Solicitation: including the unauthorized sale or distribution of fund-raising products or materials, handbills, advertisements, or other printed or electronic material on ICMA‑RC property during work time and in working areas. Soliciting/recruiting of clients or associates: generally refers to current or former associates who — within a year of their departure — try to persuade current ICMA‑RC clients and/or associates to move their business or their employment to another company or organization with which the solicitor is associated (unless this prohibition is contrary to local or state law).

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Substance abuse: includes a violation of the ICMA‑RC Substance Abuse Policy, as evidenced by a positive drug or alcohol test result defined under the policy; also includes refusal to submit to a drug or alcohol test. Telephone/Internet abuse: the abuse or excessive use of ICMA‑RC telephones or Internet systems for personal or non-business-related purposes. Theft: including unauthorized possession, use, distribution or removal of hardcopy or electronic property and/ or personally identifiable information (PII) belonging to ICMA‑RC, a client, a visitor or another associate. This policy does not bar any protected concerted communications permitted under the National Labor Relations Act or any other law. Time reporting abuse: such as failing to properly record time and/or inappropriately activating or altering your time record or that of another associate. Uncooperative/Disruptive behavior: including restricting or interfering with or the work being performed by coworkers. Examples include being disruptive, disrespectful, engaging in horseplay, or failing to work cooperatively with others. Undermining of trust/integrity: including conduct by an associate that reasonably undermines a supervisor’s trust in the associate’s integrity or capabilities. Violent or threatening behavior: including, but not limited to, fighting, physical violence, threatening any person with harm, or other actions that could result in an intimidating, bullying, or offensive work environment. Please note These Standards for Conduct are examples and not an all-inclusive list of actions considered by ICMA‑RC to be harmful and disruptive to the organization and to the well-being of all associates. Any violation of these guidelines is likely to result in discipline up to and including termination. In all cases, the corporation reserves the right to determine what discipline, if any, will be appropriate given the facts and circumstances. Nothing in this section should be interpreted as creating any contract or binding agreement between ICMA‑RC and any associate or in any way altering the at-will status of an associate’s employment. If you have questions regarding these Standards for Conduct, you should contact your manager or Human Resources. CODE OF ETHICS Integrity and honesty are among the highest priorities at ICMA‑RC. Each year, all associates are required to read the Code of Ethics and Personal Securities Trading Policy, which set clear standards for appropriate business practices at this corporation, and sign a statement of acknowledgement. ICMA‑RC considers these rules the foundation on which its business is built. The Code of Ethics , along with our Whistleblower Policy , strengthens the essential bond between ICMA‑RC and our clients. With this fundamental concept in mind, you should carefully read and consider the documents before signing the acknowledgement. The Code of Ethics sets forth standards for all ICMA‑RC associates, and it must be followed in conjunction with good judgment and sound business practices. It establishes minimum standards of conduct when dealing

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with all aspects of ICMA‑RC’s business, and it outlines procedures that address questions relating to the Code of Ethics, federal securities laws and other regulatory requirements. It also summarizes appropriate disciplinary actions for violations. A significant issue addressed in the Code of Ethics is confidentiality. Like most successful corporations, ICMA‑RC develops distinctive ways to design, produce and market its products and services. You are not permitted to reveal this confidential information to sources outside the corporation. Furthermore, any system, system design, program, product or information used by or unique to ICMA‑RC must not be used for personal gain or revealed to persons outside of the corporation, either during or after your employment with ICMA‑RC. This policy does not bar any protected concerted communications permitted under the National Labor Relations Act or any other law. Under regulations pertaining to insider trading, an associate who acquires non-public information about an issuer of securities is prohibited from communicating that information or taking investment actions based on such information. ICMA‑RC associates must not participate in activities that may present a conflict of interest such as engaging in outside employment and business activities, giving or receiving gifts or business entertainment, becoming a candidate for an elective office or making political contributions to state or local government officials. ICMA‑RC associates must also consider employment with ICMA‑RC their primary employment responsibility. Certain activities may present a conflict of interest, and therefore, you are required to obtain prior written approval from the ICMA‑RC Compliance Department and, in certain instances, your manager before engaging in certain outside business ventures. The Code of Ethics provides guidelines for the types of outside business or employment activities for which you must receive prior approval. The Code of Ethics also encompasses the Personal Securities Trading Policy, which requires that certain associates who are deemed to be Access Persons pre-clear securities transactions and stipulates a blackout period for trading in securities that have been traded by ICMA‑RC or any of its affiliated portfolios. Access Persons are also required to submit quarterly and annual reports of covered securities transactions, holdings and accounts. The ICMA‑RC Compliance Department will notify you if you are deemed to be an Access Person and will provide training on the pre-clearance, blackout period, and quarterly or annual reporting requirements. Each year, you will receive a copy of the Code of Ethics, Personal Securities Trading Policy and the corporation’s Whistleblower Policy along with an acknowledgment form to certify that you have received, read, and understand the policies. If you have any questions regarding these policies, please contact the ICMA‑RC Compliance Department or Human Resources. WHISTLEBLOWER POLICY ICMA‑RC associates, by virtue of their employment, have a responsibility to report what they deem to be violations of the ICMA‑RC Code of Ethics and to comply with the standards outlined in this Code. If you know or reasonably believe that any other associate or representative of ICMA‑RC has engaged or is engaging in activity that violates applicable law or our Code of Ethics, we request that you report that to your supervisor, the Chief Compliance Officer, the head of Human Resources, or to a confidential hotline as explained in the following paragraph. You can report such conduct either openly or anonymously.

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Reporting As part of our Whistleblower Policy, ICMA‑RC has established a toll-free hotline — 888-261-1499 — and a website, www.ethicspoint.com , where you can report any violation or suspected violation of the Code of Ethics or Standards for Conduct to an independent agency designed to receive anonymous or other reports.

Violations Code of Ethics violations include, but are not necessarily limited to, the following:

FINANCIAL AND ACCOUNTING MATTERS P P Conduct or actions that constitute fraud or intentional misrepresentation in the preparation/evaluation, review or audit of accounting or financial statements of ICMA‑RC P P Conduct or actions that constitute fraud or intentional misrepresentation in the recording and maintaining of accounting or financial records of ICMA‑RC P P Non-compliance or material deficiencies in connection with ICMA‑RC’s internal accounting controls P P Conduct or actions that constitute a misrepresentation or false statements to or by an officer, senior management, or other associate or accountant regarding a matter contained in the financial records, financial reports or audit reports of ICMA‑RC LEGAL AND REGULATORY MATTERS P P Conduct or actions that violate local, state or federal law applicable to ICMA‑RC P P Conduct or actions that constitute a violation or suspected violation of the standards set forth by the Financial Industry Regulatory Authority (FINRA) OTHER CODE OF ETHICS MATTERS P P Conduct or actions that breach the requirements of confidentiality with respect to ICMA‑RC confidential information, “nonpublic” information regarding ICMA‑RC “customers” and “consumers” (as such terms are defined in the Securities Exchange Act of 1934 Regulation S-P), portfolio holdings, use of computer systems or intellectual property, or other confidentiality requirements P P Conduct or actions that in fact or appear to violate the ICMA‑RC conflict of interest policy P P Conduct or actions that violate the policy relating to outside business or employment activities P P Conduct or actions that violate the policy with respect to gifts and business entertainment P P Conduct or actions that violate the policy on political activities and contributions P P Conduct or actions that violate or appear to violate either the letter or the spirit of ICMA‑RC’s Code of Ethics P P Issues related to the ICMA‑RC Standards for Conduct Retaliation ICMA‑RC associates will not be subject to discipline or any form of retaliation for reporting, in good faith, a violation or a suspected violation of the Code of Ethics, Standards for Conduct, or for participating in or cooperating with an investigation into such conduct. Associates are expected to cooperate fully with any inquiry or investigation by ICMA‑RC regarding an alleged violation of the Code of Ethics, and failure to do so may result in disciplinary action up to and including termination of employment.

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ICMA‑RC prohibits associates from making bad faith allegations of discrimination or harassment. Associates found to have engaged in this type of behavior may be subjected to disciplinary action up to and including termination of employment. Because of the serious nature of these matters, bad faith reports are exempt from the protection under this policy. Questions? A copy of the ICMA‑RC Whistleblower Policy is distributed to associates each year. If you have questions regarding this policy, you can contact the ICMA‑RC Compliance Department, Human Resources or the toll-free Whistleblower Hotline, 888-261-1499. You can also contact www.ethicspoint.com . ICMA-RC CONFIDENTIALITY AND THE PRESS Because of the regulations affecting ICMA-RC as a regulated entity in the financial services industry, it is important for ICMA-RC to respond to media inquiries only through designated representatives. Unless expressly authorized by the President and Chief Executive Officer (CEO) and/or the SVP, Chief Operating Officer, no ICMA-RC associate should speak with the press as an ICMA-RC representative, or convey any information regarding ICMA-RC, VTC, VIA, ICMA-RC Services and/or The Vantagepoint Funds or any subsidiary or affiliate to any member of the press. This includes confirming or denying any statement made to you by another party. Any associates who are contacted by a member of the press seeking ICMA-RC’s position on such matters should immediately refer the inquiry to the SVP, Chief Operating Officer, who will address it and oversee the approval process, as appropriate. In addition, ICMA-RC associates are not allowed to contribute to any materials on behalf of a vendor including, but not limited to, press releases, endorsements or references provided verbally or in writing. Any inquiries or requests of this nature should be immediately directed to the SVP, Chief Operating Officer. A breach of this policy will result in disciplinary action up to and including termination. Social Media Policies ICMA-RC understands that some associates will access or use Social Media, Internet blogs, public forums, Twitter‑type formats, social networking sites and similar venues (collectively called “social media”) because of the interchange of ideas and information they can promote. At the same time, the corporation’s legitimate interests and those of other associates can, in some circumstances, be compromised by the inappropriate uses of these media. Accordingly, the following restrictions apply, even when you are on your own time and using your own computer equipment or communication devices. The following are never permitted: P P Having a social media profile or posting to other social media that adversely affect the interests or reputation of the clients or participants of ICMA-RC and related entities

P P Having a social media profile or posting to other social media the fact that an associate works for ICMA-RC if that blog, site or posting might reasonably be construed as having sexual or violent content or implications P P Having a social media profile or posting to other social media that support a competitor of ICMA-RC or its related entities or otherwise conflict with an associate’s duties to the corporation

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P P Having a social media profile or posting to other social media that disclose any trade secrets, insider information, or other confidential or proprietary information of ICMA-RC or related entities, including participant information, or violate any privacy policies of the corporation P P Having a social media profile or posting to other social media that violate any of the terms of any confidentiality of information policy maintained by the corporation or its related entities or the ICMA-RC Code of Ethics Associate social media profiles or postings to other social media may not contain any content that: P P Violates any laws, including laws pertaining to intellectual property P P Reveals any employer or participant information P P Contains content that is defamatory or libelous or might reasonably be construed as harassment or disparagement on the basis of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, matriculation, political affiliation, physical or mental disability, or veteran status, or P P Violates any policies, rules, standards, or requirements applicable to the corporation or its related entities. The following are permitted only with the express prior written permission of the President and Chief Executive Officer and/or the SVP, Chief Operating Officer: P P Having a social media profile or posting to other social media that imply ICMA-RC sponsorship or support by the corporation P P Having a social media profile or posting to other social media that use ICMA-RC time, facilities, resources, or supplies P P Having a social media profile or posting to other social media that use any logos or trademarks of ICMA- RC or related entities for any business, commercial or anti-competitive purpose P P Having a social media profile or posting to other social media to represent ICMA-RC and/or discuss financial topics because of the requirements of FINRA Notice 10-06 to covered communications. If such approval is obtained, the following guidelines must be followed: – – Suitability rules apply to recommendations made through blogs or social media sites and any recommendations must be approved by Compliance in advance – – Static postings to blogs that are not interactive also require approval by Compliance in advance – – Any postings to third party sites that reasonably might be construed as investment related must be saved and promptly submitted to Compliance for supervisory and archiving purposes. Any such postings must, of course, also comply with the provisions of this Blogging Policy. P P FINRA licensed associates must inform Compliance and the SVP, Chief Operating Officer of any blogs or social networking sites that you maintain or in which you participate that implicate the corporation, the duties the associate performs for the corporation, or any obligations the associate or ICMA-RC has under FINRA. For any questions regarding the application of FINRA Regulatory Notice 10-06 concerning postings to Social Media Web Sites, see ICMA-RC’s Social Media and Networking Policy or ask Compliance for guidance in advance of any postings. It is the responsibility of every FINRA licensed associate to comply with FINRA Regulatory Notice 10-06. If you have a blog or social media profile that refers to ICMA-RC, its related entities or their operations, personnel, products or services, you must notify your manager and the Legal Division of the existence of the blog or social media profile and include a statement in the blog or social media profile that all views expressed in connection with ICMA-RC and related entities are yours and have not been reviewed or approved by the corporation.

Confidential — for Internal Use Only

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The corporation reserves the right to require an associate to stop maintaining or posting to any blog or social media site that contains content that it deems inappropriate. Failure to comply with this policy may result in disciplinary action up to and including termination. The following information is specifically in relation to official social media/blog sites maintained by ICMA- RC Corporate: P P Only designated associates as determined by the President and Chief Executive Officer and/or the SVP, Chief Operating Officer may post to official ICMA-RC social media accounts/blogs P P Associates may share official ICMA-RC social media content through their existing social media profiles/ blogs subject to all rules outlined above P P To assure compliance with requirements of FINRA and the SEC applicable to ICMA-RC, Associates wishing to share information, photos or video relevant to ICMA-RC events, activities, or sponsorships, on official ICMA-RC social media/blogs, should send such content to the ICMA-RC Digital Multimedia Specialist – Social Media. Posting of such items will be at the discretion of the Digital Multimedia Specialist – Social Media.

Confidential — for Internal Use Only

Associate Handbook August 2016 | 19

EQUAL EMPLOYMENT OPPORTUNITY AND DIVERSITY A Letter from the President and CEO

As President and Chief Executive Officer, I recognize that an organization that attracts, selects, develops and retains the best people will remain an industry leader. To ensure that maximum opportunity is afforded to all qualified associates and applicants, I reaffirm ICMA-RC’s commitment to providing equal employment opportunity and to taking steps to establish a diverse workforce at all levels of our corporation. In keeping with this commitment, ICMA-RC has adopted policies and practices to ensure equal employment opportunities, regardless of the race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, matriculation, political affiliation, physical or mental disabilities, or veteran status of an individual in accordance with applicable laws and regulations. ICMA-RC’s policies and practices also prohibit harassment, including sexual harassment, and require that ICMA-RC make reasonable accommodation as required for qualified associates or applicants with physical or mental disabilities. (See “Harassment-Free Work Environment” on page 24 and “Disability and Reasonable Accommodation” on page 21.) ICMA-RC’s commitment to equal employment opportunity applies to all aspects of our personnel practices, including but not limited to recruitment, hiring, transfers, promotions, compensation, training, terms and conditions, retention and discipline. All personnel decisions are considered on the basis of qualifications, competence and merit. ICMA-RC’s commitment to equal opportunity and diversity also applies to its work with state and local governments, consultants, vendors and subcontractors. (See “Minority and Women Vendors” on page 29.) If you feel you have been subjected to conduct in violation of our policies, you should immediately inform your manager or Human Resources, or call the corporation’s toll-free Whistleblower Hotline at 888-261-1499 or online at www.ethicspoint.com . (Also see the “Problem Solving and Formal Appeals Process” on page 70.) All complaints will be investigated in a thorough, impartial and timely manner and as confidentially as possible. Retaliation against an individual for filing a good-faith complaint or assisting in an investigation is strictly prohibited. Violators of our Equal Employment Opportunity and Diversity policy will be subject to disciplinary action up to and including termination. It is the responsibility of all associates to fully adhere to the spirit and intent of this policy. Moreover, all managers and supervisors have a responsibility to ensure adherence to ICMA-RC’s equal employment opportunity and diversity policies. Through a commitment to these policies, and other principles governing our workplace, ICMA-RC underscores our commitment to our clients. These policies and principles establish a firm foundation for our mission of helping public employees build retirement security.

Robert P. Schultze President and Chief Executive Officer

Confidential — for Internal Use Only

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DISABILITY AND REASONABLE ACCOMMODATION ICMA‑RC prohibits discrimination, harassment, and retaliation against associates and applicants on the basis of disability. ICMA‑RC follows federal and local law regarding accommodation of individuals with disabilities. Whether a person is an individual with a disability depends on the particular facts of each case. Factors considered in evaluating each case include the nature and severity of the impairment, and the duration or expected duration of the impairment. Federal and Local Law Federal and local law prohibits employment discrimination against “qualified individuals with disabilities,” as well as those regarded as or with a record of having a disability. A qualified individual with a disability is someone with a disability who meets the skills, experience, education and other job-related requirements of a position held or desired, and who, with or without reasonable accommodation, can perform the essential functions of a job. Under the Americans with Disabilities Act (ADA), an individual with a disability is a person who has a physical or mental impairment that substantially limits one or more major life activities, a record of such an impairment, or is regarded as having such an impairment. Reasonable Accommodation ICMA‑RC will make reasonable accommodation for the known physical or mental limitations of a qualified applicant or associate with a disability unless providing such an accommodation would impose an undue hardship on the operations of the business. The obligation to provide a reasonable accommodation applies to all aspects of employment. This duty is ongoing and may arise any time that a person’s disability or job changes. (See the glossary at the end of this section for definitions of terms in the Americans with Disabilities Act.) There are three categories of reasonable accommodation: 1 Modifications or adjustments to a job application process to permit an individual with a disability to be considered for a job 2 Modifications or adjustments necessary to enable a qualified individual with a disability to perform the essential functions of the job 3 Modifications or adjustments to enable associates with disabilities to enjoy equal benefits and privileges of employment Reasonable accommodation evaluations will be made on a case-by-case basis and will include interaction with the individual requesting the accommodation. The focus of the evaluation will be on the abilities of the individual to perform the essential functions of the job and any reasonable accommodations, not on the nature of the disability or a particular physical or mental condition.

Requests for Reasonable Accommodations ASSOCIATE RESPONSIBILITY

If you have a disability and require an accommodation to perform the essential functions of your assigned job or a job that you desire, you should notify your supervisor or contact Human Resources and specify the

Confidential — for Internal Use Only

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