MEETING MINUTES - City of Pasadena...5.46% 1.02% Plan Asset Balance Account Reduction Loan Balance Plan Asset History 12/31/2016 $259,545,997 12/31/2015 $246,099,518 12/31/2014 $243,618,554

MEETING MINUTES

November 1, 2016

CITY OF PASADENA DEFERRED COMENSATION

TRUST ADMINISTRATION COMMITTEE

The meeting of the Deferred Compensation Committee of the City of Pasadena was held on Tuesday, November 1, 2016 in the Department of Finance, City of Pasadena, California. 1. Call to Order: 12:05 p.m.

In attendance: Committee Members Committee Staff/Guests Steve Mermell Vic Erganian Elaine Wong Matthew Hawkesworth Mark Jomsky Jayson Davidson – Hyas Group (by video conference) Raphy Timour Lori Eubanks, Recording Secretary Gavin Gruenberg, Voya Financial (Guest)

2. Approval of Minutes – August 2, 2016 The minutes were approved as submitted.

3. Public Comment There was no public comment.

4. Review of Quarterly Plan Data

The committee reviewed the quarterly plan data and activity reports provided by Empower and discussed the dispersion of accounts associated with participants who are not contributing to the City’s plan. Jayson Davidson will contact Empower to request information related to the number of participants who are separated from the City and will provide this information at the next meeting.

5. Participant Survey

The committee discussed the possibility of conducting a participant survey to gauge the level of satisfaction with the City’s plan and the services received from Empower.

6. Performance Summary Flash – 3rd Quarter 2016

Jayson Davidson presented the performance summary flash for Third Quarter 2016. The committee discussed the plan’s watch status funds. At quarter end, two watch status funds, Munder Mid Cap Value and DFA International Value, were again in violation of performance-related policy parameters. Jayson noted recent performance improvements for the Munder option. The committee will revisit the status of this fund at the next meeting. The DFA International Value Fund was removed from the plan effective October 14, 2016 and will no longer be considered on watch.

The final watch status fund,Oppenheimer Global, moved back into compliance with policy parameters. The status of this fund will be revisited at the next meeting.

7. Current Plan Governance and Structure Attributes The committee reviewed current plan governance and structure attributes that should help insulate the plan from some of the legal actions that have been roiling the retirement plan industry; specifically, the plan’s fee structure, use of institutional shares, passive option availability, and overall committee practices.

8. Analysis of Plan Allocations and Comparison of Returns and Fees The committee reviewed an analysis of the plan’s allocation and returns and fees in comparison to a 60-plan universe of Hyas Group governmental clients. There was also discussion about the relatively large allocation to the Stable Value Fund by Pasadena’s plan participants and the drag this allocation has on long-term performance. Jayson Davidson will request a breakdown of plan participants’ average age by allocation and overall, and the committee will attempt to create a comparison across the governmental client base.

9. MFS Announcement – Change in Share Class Nomenclature

Jayson Davidson advised the committee that MFS announced a change in the share class nomenclature for two funds offered in the plan. The MFS Growth Fund and the MFS International New Discovery Fund will be referenced as R6 share class options to be more consistent with industry naming convention.

10. BlackRock Administrative Fee Reduction BlackRock, the plan’s index fund collective trust investment manager, notified the plan of an administrative fee reduction that could impact the collective trust options. After review, it was determined that the Pasadena-offered options were already below the administrative fee cap and thus will not be impacted by the reduction.

11. Stable Value Fund Alternatives

Jayson Davidson presented a summary of Stable Value Fund alternatives for the committee’s consideration. At this time, the committee expressed comfort with the current Custom Stable Value Fund, but wanted to explore options for increasing the yield. Jayson will gather additional information from Empower, the fund’s manager, and will report back on potential fee concessions and changes to the management agreement that could benefit the fund’s yield.

12. Hyas Group’s 457 Fiduciary Advisory Newsletter

Jayson Davidson referenced several items from the Hyas Group’s 457 Fiduciary Advisory Newsletter. The topic of the new fiduciary rule effecting plan roll-outs was revisited. Jayson was optimistic that this new rule would help with asset/participant retention.

13. Adjourn: 1:30 p.m.

Attest: ______________________________ ______________________________ Steve Mermell, Chair Date Lori Eubanks Date Recording Secretary

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

CITY OF PASADENA DEFERRED COMPENSATION PLAN | 98741-01Reporting Period Ending December 31, 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 December 31, 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 12/31/2016

$235,265,001 $237,595,664 $252,001,119

$243,618,554 $246,099,518 $259,545,997

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

12/31/2016

$14,021,818

$12,061,028

$1,960,789

$12,951,167

$13,193,969

$-242,802

As of 12/31/2014

$8,353,553 $8,503,854 $7,544,877



Executive Summary

Participants 12/31/2014

Eligible Employees

Participants Contributing

Active Participants with Balances

12/31/2015 12/31/2016

2,205 2,198 2,165

1,581 1,549 1,474

2,083 2,066 2,023

Cash Flow

Terminated Participants with Balances

Participants with Loan Balance

351 393 428

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 12/31/2016

68.08%

N/A

N/A

$8,203

$102,790

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.

588615622



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 12/31/2016

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 12/31/2016

12/31/2014 to 12/31/2015

As of 12/31/2016, your plan offered 31 investment options.

5.46%

1.02%

Plan Asset Balance Account Reduction Loan Balance

Plan Asset History

12/31/2016 $259,545,997

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

12/31/2016Number of

Participants% of

Total

AssetsAs of

12/31/2015Investment Option

Asset AllocationAsset Allocation Vanguard Target Retirement 2015 Inv (*) $4,227,346 72 $4,240,127 691.78% 1.68%Asset Allocation Vanguard Target Retirement 2020 Inv (*) $5,793,178 126 $7,598,440 1372.44% 3.02%Asset Allocation Vanguard Target Retirement 2025 Inv (*) $6,365,713 167 $8,607,063 1762.68% 3.42%Asset Allocation Vanguard Target Retirement 2030 Inv (*) $3,088,847 127 $4,324,357 1371.30% 1.72%Asset Allocation Vanguard Target Retirement 2035 Inv (*) $4,641,756 169 $6,306,601 1781.95% 2.50%Asset Allocation Vanguard Target Retirement 2040 Inv (*) $2,330,004 112 $3,106,165 1350.98% 1.23%Asset Allocation Vanguard Target Retirement 2045 Inv (*) $4,474,228 183 $4,910,470 1971.88% 1.95%Asset Allocation Vanguard Target Retirement 2050 Inv (*) $680,884 52 $1,010,406 620.29% 0.40%Asset Allocation Vanguard Target Retirement 2055 Inv (*) $573,156 49 $832,429 520.24% 0.33%Asset Allocation Vanguard Target Retirement Income Inv (*) $2,430,570 69 $2,458,430 601.02% 0.98%

$34,605,682 $43,394,48814.56% 17.22%

International FundInternational Fund American Funds EuroPacific Gr R6 $4,018,850 338 $3,287,046 2961.69% 1.30%International Fund DFA International Value I $2,693,319 258 $0 01.13% 0.00%International Fund MFS International New Discovery R6 $3,312,876 244 $3,247,548 2291.39% 1.29%International Fund Oppenheimer Global I $2,982,776 222 $2,625,360 1911.26% 1.04%International Fund Vanguard International Value Portfolio $0 0 $2,394,284 2190.00% 0.95%International Fund Vanguard Total Intl Stock Index Admiral $684,244 73 $606,728 660.29% 0.24%

$13,692,064 $12,160,9665.76% 4.83%

Small CapSmall Cap BlackRock Russell 2000 Index Coll F $1,984,033 161 $2,497,065 1580.84% 0.99%Small Cap Vanguard Small Cap Growth Index Instl $7,994,435 425 $8,439,495 3873.36% 3.35%Small Cap Victory Integrity Small Cap Value R6 $4,065,421 334 $4,517,907 2981.71% 1.79%

$14,043,889 $15,454,4675.91% 6.13%

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 $3,133,995 1871.08% 1.24%Mid Cap Victory Munder Mid Cap Core Growth R6 $5,245,261 304 $4,852,653 2622.21% 1.93%Mid Cap Wells Fargo Spec Md Cp Val R6 $0 0 $3,338,730 2220.00% 1.32%

$10,605,399 $11,325,3784.46% 4.49%

Large CapLarge Cap Becker Value Equity Institutional $13,362,574 470 $14,893,338 4245.62% 5.91%Large Cap BlackRock Equity Index - Collective F $23,658,414 799 $24,243,057 7289.96% 9.62%Large Cap MFS Growth R6 $21,322,125 692 $19,278,444 6318.97% 7.65%

$58,343,113 $58,414,83924.56% 23.18%

BondBond BlackRock US Debt Index Fund Coll F $1,425,231 63 $1,255,570 600.60% 0.50%Bond DFA Inflation-Protected Securities I $1,225,678 47 $1,106,592 420.52% 0.44%Bond Metropolitan West Total Return Bond Plan $5,937,195 328 $5,788,867 3232.50% 2.30%

$8,588,104 $8,151,0293.61% 3.23%

FixedFixed Pasadena Custom Stable Value Fund $95,679,792 1,667 $99,973,124 1,59740.27% 39.67%

$95,679,792 $99,973,12440.27% 39.67%

BrokerageBrokerage Schwab SDB Securities $1,631,441 16 $1,675,760 180.69% 0.66%Brokerage Schwab SDB Sweep Program $406,180 18 $1,445,102 220.17% 0.57%Brokerage Schwab SDB Sweep Program Roth $0 0 $5,967 20.00% 0.00%

$2,037,621 $3,126,8280.86% 1.24%

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

Grand Total: $237,595,664 $252,001,119100.00% 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

2,451 Participants

3 Participants

32%

14%55%

Age Unknown

28%

6%6%5%

22%1%

30%2%

Age 30 - 39

Asset Allocation by Age (As of 12/31/2016)

65%4%7%

3%7%0%

14%

Age <=29

100 Participants 743 Participants

541 Participants441 Participants

623 Participants

17%5%

7%5%24%

5%

36%1%

Age 50 - 59

10%3%4%3%

20%3%

55%

1%

Age >=60

21%6%

8%6%

27%3%

29%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 12/31/2016

Average Number of Investment Options for Existing Account Balances As of 12/31/2016

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

2

3

4

0

2

3

4

4

3

0

2

2

3

3

3

1

Male Female Unknown



0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

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

Asset Allocation (As of 12/31/2016)

Risk / Date Based Investment Options and Other Investment Options

Other Investment Options Only

66.00% 36.28% 17.82% 8.34% 3.14% 0.00%

17.00% 24.03% 21.54% 31.62% 30.01% 33.33%

17.00% 72.83% 42.18% 50.56% 61.64% 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 12/31/2016)

2%2%5%

47%18%

27%

Age <=29

1%1%5%21%

15%42%

12%3%

Age 30 - 39

6%12%

19%39%

15%8%1%1%

Age 40 - 49

7%25%

43%

18%5%2%

Age 50 - 59

19%

44%13%

13%13%

Age >=60

Age Unknown

2%7%10%10%

20%11%26%

8%6%1%

Vanguard Target Retirement 2015 Inv 2%



Vanguard Target Retirement 2030 Inv 10%Vanguard Target Retirement 2035 Inv 20%



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***

395 Participants

62 Participants

155 Participants

106 Participants

56 Participants

16 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 1,474 employees participating in the plan.

As of 12/31/2016, 25 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

91

# of Contributing Participants as of 12/31/2016

338 452 152 0441

12/31/2014 12/31/2015 12/31/2016

As of 12/31/2016, the participation rate for your plan was

68.08%.



As of 12/31/2016, 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

$6,614

$7,206

$7,601

$9,315

$9,810

$0

152 045244133891

12/31/2014 12/31/2015 12/31/2016

# of Contributing Participants as of 12/31/2016



$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

12/31/2014 12/31/2015 12/31/2016

$96,651 $96,606

$102,790

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 12/31/2016, participants in your plan held an average

of 3.09 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 2,451



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 $22,872$22,260$24,504

30 - 39

$7,787$7,538$7,421Unknown

$140,994$138,375$133,308>=60

$123,585$112,776$116,63050 - 59

$90,786$87,107$87,74240 - 49

$56,615$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 12/31/2016

100 441 623 743 541 3

12/31/2014 12/31/2015 12/31/2016

$102,790$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 12/31/2016

Average Account Balance - Contributing Participants As of 12/31/2016

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 $102,790 in this plan.

$24,017

$182,491

$63,425

$106,379

$154,708

$0

$22,566

$159,922

$53,716

$97,037

$128,592

$0

$6,992

$113,875

$18,308

$28,879

$52,107

$7,787

$23,833

$150,602

$58,322

$101,224

$127,429

$0

$24,851

$176,086

$68,812

$117,660

$170,775

$0

$0

$137,980

$0

$0

$0

Male Female Unknown

$0

$40,000

$80,000

$120,000

$160,000

$200,000

<= 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

$52,107



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

58.59% 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

$5,106,545

$12,951,167

$6,972,466

$804,467

$67,690

$0

01/01/2015 to

12/31/2015

01/01/2016 to

12/31/2016

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 12/31/2016




Number ofParticipantsContributing

% ofTotal

Number ofParticipantsContributing

% ofTotalAsset Class Investment Option

Contributions01/01/2015 -

12/31/2015

Contributions01/01/2016 -

12/31/2016

Asset Allocation 1.15% 1.22%Vanguard Target Retirement 2015 Inv (*) $161,506 39 $157,986 34Asset Allocation

Asset Allocation 1.62% 2.47%Vanguard Target Retirement 2020 Inv (*) $226,595 83 $320,479 83








Asset Allocation 0.29% 0.43%Vanguard Target Retirement Income Inv (*) $40,945 22 $55,156 19

27.22% 32.33%$3,817,337 $4,187,102

International Fund 1.77% 1.41%American Funds EuroPacific Gr R6 $247,884 249 $182,422 197International Fund

International Fund 1.56% 1.02%DFA International Value I $218,260 193 $132,592 154

International Fund 1.43% 1.30%MFS International New Discovery R6 $200,676 210 $168,020 146

International Fund 1.10% 1.01%Oppenheimer Global I $154,498 143 $130,919 119

International Fund 0.00% 0.29%Vanguard International Value Portfolio $0 0 $37,524 122

International Fund 0.61% 0.58%Vanguard Total Intl Stock Index Admiral $85,578 70 $75,378 64

6.47% 5.61%$906,896 $726,855

Small Cap 1.00% 1.00%BlackRock Russell 2000 Index Coll F $140,466 119 $129,480 113Small Cap

Small Cap 2.42% 2.55%Vanguard Small Cap Growth Index Instl $339,793 291 $330,204 232

Small Cap 1.65% 1.40%Victory Integrity Small Cap Value R6 $231,588 236 $181,731 192

5.08% 4.95%$711,846 $641,415

Mid Cap 1.55% 0.05%Artisan Mid Cap Value Institutional $217,557 188 $6,479 136Mid Cap

Mid Cap 1.35% 1.66%BlackRock Mid Cap Equity Index - Coll F $189,043 146 $215,180 139

Mid Cap 1.85% 1.57%Victory Munder Mid Cap Core Growth R6 $258,907 197 $202,851 155

Mid Cap 0.00% 1.18%Wells Fargo Spec Md Cp Val R6 $0 0 $153,091 155

4.75% 4.46%$665,507 $577,600

Large Cap 4.00% 3.69%Becker Value Equity Institutional $561,360 305 $478,032 254Large Cap

Large Cap 9.12% 8.19%BlackRock Equity Index - Collective F $1,278,964 578 $1,060,089 487

Large Cap 6.09% 5.46%MFS Growth R6 $853,724 422 $707,274 341

19.21% 17.34%$2,694,048 $2,245,395

Bond 0.44% 0.64%BlackRock US Debt Index Fund Coll F $61,767 58 $82,542 51Bond

Bond 0.55% 0.47%DFA Inflation-Protected Securities I $76,932 43 $60,510 39

Bond 2.63% 1.79%Metropolitan West Total Return Bond Plan $368,821 175 $231,554 143

3.62% 2.89%$507,520 $374,607

Fixed 33.65% 30.72%Pasadena Custom Stable Value Fund $4,718,292 890 $3,978,021 770Fixed

33.65% 30.72%$4,718,292 $3,978,021

Brokerage 0.00% 1.70%Schwab SDB Sweep Program $372 1 $220,103 4Brokerage

Brokerage 0.00% 0.00%Schwab SDB Sweep Program Roth $0 0 $70 1

0.00% 1.70%$372 $220,173

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

Grand Total: $14,021,818 100.00% $12,951,167 100.00%



$0

$200,000

$400,000

$600,000

$800,000

$1,000,000

$1,200,000

$1,400,000

$1,600,000

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


Total Paycheck Contributions From 01/01/2016 to 12/31/2016

Total Rollover Contributions From 01/01/2016 to 12/31/2016

Average Contributions

Your participants contribute an average

of $8,203 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

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

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

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 12/31/2016

Percentages are based on dollar amount of distributions.

Distributions

Number

01/01/2016 to 12/31/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

$13,193,969

$12,061,028

$9,606,902

557

493

476

50.58%

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, 18% will roll the money to an IRA, 3% will take other action (cash out, transfer to new employer), 29% have considered but not made a decision and 25% have not considered.*

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

Comparing Common Distribution Reasons

Percentages are based on dollar amount of distributions.

3%2%

44%44%

7%

Death Benefit De Minimis In-Service

Retirement Separation of Service Other

As of 12/31/2016

0%

20%

40%

60%

80%

100%

Retirement Separation of Service In-Service

Percentage ofDistribution

AmountsRolled Over /

TransferredAmount

Rollovers / Transfers Payments to Self

38.90% 58.09% 41.91% 0.00% 100.00%61.10%



Distributions (From 01/01/2016 to 12/31/2016)

$0

$400,000

$800,000

$1,200,000

$1,600,000

$2,000,000

$2,400,000

$2,800,000

$3,200,000

Top Pro

vider

s

Oth

er

0

10

20

30

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

76.04% of total assets withdrawn and rolled to an IRA.

Percentage of Assets

The top providers represent

66.67% of total participants withdrawn and rolled to an IRA.

0

1

2

3

AM

ERIP

RIS

E

FINANCIA

L

AM

ERIT

RADE

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

$700,000

AM

ERIP

RIS

E

FINANCIA

L

AM

ERIT

RADE

CHARLES S

CHW

AB

EDW

ARD J

ONES

ETRADE

MERR

ILL L

YNCH

PERSH

ING L

LC

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

$7,938

$0

$85,268

$66,286

$87,610

$58,317

$56,902

$242,779

$67,736

$86,643

$40,879

$59,526

$1,070,861

$1,004,930

$998,662

$1,021,137

$1,005,212

$1,010,336

$977,489

$977,876

$1,038,777

$978,611

$994,336

$1,013,058

$1,066,789

$754,222

$1,210,948

$1,184,077

$1,649,814

$1,498,290

$1,134,054

$1,021,572

$1,932,824

$1,567,336

Jan 2016

Feb 2016

Mar 2016

Apr 2016

May 2016

Jun 2016

Jul 2016

Aug 2016

Sep 2016

Oct 2016

Nov 2016

Dec 2016

$0

$400,000

$800,000

$1,200,000

$1,600,000

$2,000,000

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

Oct

201

6

Nov

2016

Dec

201

6

$742,789

$904,781



Distributions (From 01/01/2016 to 12/31/2016)

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

$120,000

$140,000

$160,000

<= 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

$24,000

$28,000

$32,000

<= 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 12/31/2016, 588 participants in your plan had an outstanding loan. The average loan balance of all outstanding participant loans

for your plan was $12,831.

As of 12/31/2016, 24.00% 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 12/31/2016

01/01/2015 to 12/31/2015

01/01/2014 to 12/31/2014

Defaulted Loans

Number Amount

159

315

312

$2,810,622

$5,680,339

$6,133,038

Number Amount

18

21

9

$333,544

$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 12/31/2016

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

$7,544,877

# of Loans 622 615 588



Web Site

01/01/2014 to12/31/2014

01/01/2015 to12/31/2015

01/01/2016 to12/31/2016

Activity Detail Activity Summary

1,339

44,305

Account Inquiries Account Changes

1,282

40,234

1,015

43,568

2014

2015

2016Totals

Average Distinct Users 397 404 418Total Logins 30,172 28,387 32,042

Account Inquiries

Account Balance 587 718 1,284Account and Certificates Overview 13,866 11,487 12,269Allocation and Asset Allocation 1,877 2,730 2,653Allocations 0 1 4Asset Allocation 52 145 155Balance Comparison 1,152 732 568Disbursement Summary 1,839 2,082 1,574Electronic Statements 5 0 0Fund Overview and Prospectus 1,950 1,573 1,550Fund Returns 1,499 1,066 1,672Fund Values 1,226 1,171 880Investment Overview 571 734 643Personal Rate of Return 2,049 2,479 3,016Statement on Demand and Quarterly 3,710 3,743 3,342Transaction History 13,922 11,573 13,958

44,305 40,234 43,568Totals

Account Changes

Allocations 142 204 206Beneficiary 117 76 81Disbursements 104 99 111Dollar Cost Average 5 0 0Fund Transfers 262 245 221Loan Requests 222 217 119Rebalancer 69 81 86Registration 418 360 191

1,339 1,282 1,015Totals



Voice Response System

01/01/2014 to12/31/2014

01/01/2015 to12/31/2015

01/01/2016 to12/31/2016

Activity Detail Activity Summary

94

550

83

586

Account Inquiries Account Changes

40

413

2016

2015

2014

Totals

Average Distinct Users 81 75 70

Opt to Client Service Representative 1,063 1,051 960

Total Calls 1,715 1,607 1,473

Account Inquiries

Account Balance 99 51 42

Allocations 5 10 8

Loans 460 466 340

Request Statements 7 4 1

Transaction History 15 19 22

586 550 413Totals:

Account Changes

Allocations 0 1 0

Fund Transfers 3 1 0

Loan Requests 80 92 40

83 94 40Totals:



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

4.69

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.



Department No. of Group Meetings

Group Meeting

Attendees

Indiv Counseling

City Hall 8 82 72FirePolice 18Public HealthPublic Works 6Water & Power 4LibraryParks and Recreation

Grand Total 8 82 100

Increasing enrollmentsContinued weekly serviceAssist with rollover process

Tax Benefits - March

4Q16

Local Activity

Activities 4q2016

Proposed Educational Seminars for 2017Reinventing Retirement - February

Retirement Income Control Panel - April

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 12 0 0 12

TOTALS 53 0 0 53

Date Rec'd Action Taken2/17/2016 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 Eviction6/8/2016 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 Illness

2016

Hardship Activity

Reason

8/2/2016 Approved Prevention of Foreclosure8/4/2016 Approved Prevention of Eviction

8/11/2016 Approved Prevention of Eviction8/17/2016 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 Illness10/4/2016 Approved Prevention of Eviction

10/13/2016 Approved Illness10/27/2016 Approved Illness10/31/2016 Approved Illness11/8/2016 Approved Prevention of Eviction

11/15/2016 Approved Illness11/16/2016 Approved Prevention of Foreclosure12/2/2016 Approved Illness12/5/2016 Approved Prevention of Eviction12/7/2016 Approved Uninsured Medical Expenses

12/19/2016 Approved Uninsured Medical Expenses12/28/2016 Approved Illness

FOR PLAN SPONSOR AND ADVISOR USE ONLY. Not for use with plan participants.

City of Pasadena 2017 Strategic Partnership Plan Presented by Joan Watkins

2


Reshaping Retirement Readiness

“Before anything else…

…preparation is the key to success.” Alexander Graham Bell

3


*Source: Empower Retirement, APRIL 2016, Lifetime Income Score VI, The Road Best Traveled, A White Paper: 62% of people are financially ready for retirement

Improving the Outlook

Nearly half of all individuals are not financially ready for retirement*

4


4

Meeting Highlights

Focus on financial wellness

Improving retirement readiness

Benchmarking and measuring success

Targeting behaviors facilitates measurable results

2017 action items and communications calendar

Next on deck

5


Expanding Financial Wellness is a Top Employer Initiative

The likelihood of employers to focus on financial wellbeing has doubled in two years (2016 data)

Source: 2016 Hot Topics in Retirement and Financial Well-Being. AON Empower Results ®

30%

46%

56%

2014 2015 2016

85% 80% 58% The right thing to do

Increase engagement

Improve retirement

Why?

6


Basics of Financial Wellness

Debt management Healthcare education Budgeting

Financial planning Prioritizing savings Savings for life events Basics of financial markets

7


Why is it Important?

Source: PWC Employee Financial Wellness Survey, 2016 Results

#1 life stressor: Financial / money matters

Average

45% 51%

Millennials

46% 38%

Gen X Baby Boomers

1 in 7 say they are distracted by their finances at work and that at work each week they spend three hours or more thinking about or dealing with issues related to personal finances.

8


Changing Outcomes – Focusing on Plan Features

Average household on

track to replace only

62% of income

Deferral rates: 10%+ vs 3%

Auto-escalation can lead to an over

20 percentage point increase

Auto-enrollment No auto-enrollment

Auto-enrollment at 3.0% can lead to an over


With advisory services No advisory services

Professional advisory services can lead to a


87%

93% 79%

57%

Auto-escalation Non auto-escalation

101% 77%

117% 67%

Source: Empower Retirement, Lifetime Income Score V: Optimism and opportunity, March 2015

9


The Numbers Tell the Story

9

Metrics from Empower targeted communications campaigns.

Targeted campaigns yielded:

2% to 15% average contribution increase

14% of participants increasing contributions

14.3% reduction in inappropriate target date fund usage

30% increase in enrollments month

over month

50% increase in pre-retirees taking

advantage of local counseling

10


STEP ONE STEP TWO STEP THREE STEP FOUR Benchmarking − First step

to improving retirement readiness

Setting annual goals

Developing campaigns to support goals

Measuring outcomes

Improving Retirement Readiness

11


1 Source: NAGDCA 2015 DC Plan Survey Report, March 2015 (129 plans) 2 Source: AI Research Plan Sponsor 2016 Industry Report; average among all Government Public Works: County, State, Federal

Benchmarking − Participation

% PLAN NAGDCA1 PLAN SPONSOR2

12/31/2015 12/31/2016 Eligible employees 2,200 2,165 Participants contributing 1,549 1,474 Total accounts with a balance 2,459 2,451 Participation rate 70.40% 68.08%

68% 58% 61.2%

12


Targeted Campaign to Improve Participation

https://empower.wistia.com/medias/je4yrc0jai

13


1 NAGDCA 2015 DC Plan Survey Report- March 2015, responding governmental plans 2 Source: AI Research Plan Sponsor 2016 Industry Report; average among all Government Public Works: County, State, Federal

Benchmarking − Savings Rate

Annual Contribution

PLAN NAGDCA1 PLAN SPONSOR2

12/31/2015 12/31/2016

Average contribution (%) n/a n/a

Average contribution ($) $353.33 (24x) 341.79 (24x)

Average account balance $96,606 102,790

$8,203 $5,701 5.9%

14



Savings Rates Dictate Success

3% savings rate

vs.

10% savings rate

117% 67% Lifetime Income Score Lifetime Income Score

15


Targeted Campaign to Drive Savings Behavior Change

http://tinyurl.com/save-more-gov-NfP

16


1 Source: AI Research Plan Sponsor 2016 Industry Report; average among all Government Public Works: County, State, Federal

Benchmarking − Asset Diversification

Average # of investments

PLAN 2015 PLAN 2016 PLAN SPONSOR1

PLAN ASSETS Usage of advisory products(*NOTE: service terminated 12/31/2015) 2015 2016

Managed accounts – 0 participants.

n/a

n/a

Asset allocation funds (Target Date Funds) – ___ participants 14.56% 17.22%

3.26 5.5 3.09

17



Value of Advice

87%

67%

Paid advisor

No advisor

Lifetime Income Scores

18


2017 Targeted Campaign to Improve Asset Allocation

19


Benchmarking − Retention of Participant Accounts

Empower Retirement Advisory Services offered provided by Advised Assets Group, LLC (AAG), a federally registered investment adviser. There is no guarantee that participation in any of the advisory services will result in a profit or that the account will outperform a self-managed portfolio.

2014 2015 2016

Rollovers out of plan $3,408,811 $6,096,828 $6,573,935.74

Resources to improve lifetime income

Empower Retirement Advisory Services

Retiree outreach

Lifetime Retirement Income Solution, Secure Foundations

20


Targeted Campaign to Improve Asset Retention

https://empower.wistia.com/medias/j4e9hu4316

21


2017 Action Items Goal/Action item Tools adopted Results desired

Participation • Get all employees to contribute

• Targeted communication plan to all non-participants

• Outreach to new hires

• Get employees to contribute early.

Savings Rate • Outreach to participants

only contributing health overage

• Targeted communication plan and educating participants about RICP.

• Increase overall savings rate to improve retirement readiness

Diversification • Increase participant awareness of TDF’s

• Targeted communications campaign

• RICP/Next Generation Launch 2017/18

• Provide better diversification among participants who only use Stable Value Fund

Lifetime Income • Increase participant

awareness of income needed at retirement

• RICP/Next Generation Launch 2017/18

• Improve participant retirement readiness

Goal/Action item Tools adopted Results desired

Retention • Decrease full distributions • Retirement Solutions

Group and Distribution Education Counseling

• Improve participants awareness of options available to them at separation of service.

22


Making a Difference that’s Recognized

• 2016 Plan Sponsor of the Year Award Winner • PSCA Signature Award winners • P&I Eddy Award winners • P&I Innovator Award • Hermes Creative awards • Communicator awards • MarCom awards • NAGDCA Leadership awards • Videographer awards • Apex awards

22

23


Moving Forward

“Sometimes the questions are complicated

Dr. Seuss

are simple.” and the answers

24


Data Science

New automated processes for certain email and mail communications

Participants that meet required thresholds randomly divided into

two waves

Able to control for other outside forces by varying the delivery timing

Allows for more focused look at how many participants took action specifically

because of this communication

25


Administrative Enhancements - Plan Design IMPLEMENTED

COMMENTS YES NO Consolidated record keeping Open Architecture Auto-Enrollment X CA wage garnishment issues Auto-Increase X CA wage garnishment issues Employer Match X Health Overage for some groups Roth 457 Self‐Directed Brokerage Fee Disclosure and Transparency Investment Advisory Services X Terminated 12/31/2015 Annual Investment Product Review Qualified Default Investment Alternative (QDIA) Default option is Target Date Funds Retirement Savings Group DB and DC Integration X Would require file feed from DB plan (CalPERS)

Behavior-Based Education Monthly income projection is getting participants to take action and increase deferral or make allocation changes.

Annual Plan Review and Benchmarking

26


Administrative Enhancements – Outsourcing Options IMPLEMENTED

COMMENTS YES NO Payroll Data Interchange (PDI)

Indicative data (SSN, name address, DOB, gender) Employment data (eligibility, hire, term and rehire dates) Contributions (EE before tax, Roth, after tax, ER match) Salary (for Lifetime Income Score) X Email address (for electronic delivery) X Non-participating eligible ee Division/Department codes

Online Deferral Process Plan Service Center/ To Do List QDRO Services Hardship Approval Services Beneficiary Record Keeping Vesting Tracking X No vesting in plans Online Enrollment Loan Administration

Auto Re-Amortization ACH Loans by Employer Auto Offset with Term Date Custom Default Periods Loan Wait Period

Online File Cabinet®

27


Administrative Enhancement - E-Delivery

1. PayItGreen Alliance. 2. Bureau of Justice Statistics, Victims of Identity Theft, 2014. 3. Javelin Strategy & Research, 2016 Identity Fraud Study. 4. Broadridge Digital Statistics 2015. 5. SPARK

ENVIRONMENTAL RESPONSIBILITY

IDENTITY SECURITY INDUSTRY TRENDS

A ream of paper per person, every 2.5 weeks The average American office worker is estimated to use a sheet of paper every 12 minutes and disposes of 100-200 pounds of paper every year 6lbs of paper bills The average U.S. household receives in the mail each year1

7% in 2014 U.S. residents who were victims of identity theft with 86% experiencing the misuse of an existing credit or bank account2

$15 billion Stolen from U.S consumers in 20153, up from $13.1 million

95% Investors who use the Internet (Age Range: 30-65+, Income $75k+) and age is not a factor in usage4

Facilitates superior participant outcomes5

E-delivery provides an efficient and reliable means of communicating important plan information New standard The largest corporate employers are defaulting plan participants to electronic delivery of documents Recent adopters More government clients are looking to provide electronic delivery of statements, newsletters and other communications

Appendix

29


• Census-weighted survey of more than 4000 working Americans, ages 18–65, conducted online Jan.-Feb. 2016

• Estimates the percentage of current income that a household might expect to replace beginning at age 65

• Includes future wage growth to retirement age of 65 and Social Security benefits estimate

• Measures effectiveness of workplace savings plan design and professional advice

Source: Empower Retirement, Lifetime Income Score white paper, April 2016

Opportunities for Success

30


Empower Retirement Lifetime Income Study, 2016 Source: Household data estimated from the Current Population Survey and Bureau of Labor Statistics.

Summary - Improving the Retirement Outlook

44% 79% 93% 87% 101% 117%

No access to workplace plan

Access to workplace plan

Auto enrolled in plan

Works with advisor

Has auto escalation

Deferring 10%+

Replacement percentages of pre-retirement income

Median household replacement score

(62%)

31


Plan Counselor Activity

2014 2015 2016

Group meetings 12 12 21

Individual meetings 593 375 368

Counselor activity highlights • Increased awareness on the importance of creating a retirement income from all sources of retirement funds

• Increased awareness among participants of Target Date Fund options

• Encouraged participants to maintain current beneficiary elections

32


Core securities, when offered, are offered through GWFS Equities, Inc. and/or other broker dealers.

GWFS Equities, Inc., Member FINRA/SIPC, is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company.

Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company, 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.

Advised Assets Group, LLC (AAG) is a federally registered investment adviser and wholly owned subsidiary of GWL&A. More information can be found at www.adviserinfo.sec.gov.

©2016 Great-West Life & Annuity Insurance Company. All rights reserved. AM80685-1116

http://www.adviserinfo.sec.gov

FOR PLAN SPONSOR OR INSTITUTIONAL USE ONLY. Not for Public Distribution.

City of Pasadena – Participant Communication Strategy Joan Watkins Client Relationship Director February 2017

2

2017 participant engagement calendar

Example: Email capture

campaign

Example: Investing

Campaign

Example: Savings

Campaign

Onsite Meetings and Education

Example: Beneficiary Campaign


3 FOR PLAN SPONSOR OR INSTITUTIONAL USE ONLY. Not for Public Distribution.

Activity Objective/content Audience Delivery Channel Timing

Example: Email capture campaign

• Encourages electronic delivery for participants with no email on file or no delivery preferences set

Eligible employees – no email

on file

Email , flyer/poster <Date>

Example: Savings campaign • Improve saving behaviors Enrolled

employees Email, infographic, video, flyer/poster

<Date>

Example: Investing campaign • Encourage smarter investing Enrolled employees

Email, infographic, video, flyer/poster <Date>

Example: Beneficiary Campaign

• Encourages participants without a beneficiary on file to designate a beneficiary.

Enrolled employees

Email, video, postcard, Web banner

<Date>

Onsite seminar or benefits fair • Announce onsite event Employees

at onsite location

Email <Date>

2017 proposed calendar


Appendix: Campaign Overview Slides


Why it’s important

Goal ― Encourage participation and increased contributions

(auto-enrollment plans)

Components ― Email or 4-page guide ― Microsite

Key messages ― Importance of monthly retirement income ― Join your plan or increase savings

Audience ― Newly eligible to enroll employees

Enrollment

FOR ILLUSTRATIVE PURPOSES ONLY.



Goal ― Increase participation in the plan

Components ― Email ― Web banner ― Video ― Infographic ― Flyer/poster

Key messages ― Highlights the benefits of participating in the plan

Audience ― Non-participating employees

Participation




Goal ― Improve employee savings behaviors


Key messages ― Increased savings impacts monthly retirement

income ― A little more can mean a lot

Audience ― Eligible employees deferring

Savings




Goal ― Encourage

investing wisely


Key messages ― You may not be properly invested for you

Audience ― Single fund investors (such as a fixed account) ― Using too many diversified funds ― Not investing using age-based approach

Investing




Goal ― Improve employee overall financial wellness


Key messages ― Gain a more complete view of your financial picture

Audience ― All participants

Financial wellness


Not all features are currently available. Some features are under consideration and/or in development. Presented for discussion purposes only; non-binding and subject to change without notice.



Goal ― Increase number of participants with a beneficiary on file

Components ― Email ― Web banner ― Video ― Flyer/poster

Key messages ― You need a beneficiary on file ― It just takes a few minutes

Audience ― Eligible participants and terminated participants (balance

over $1,000) with no beneficiary on file

Beneficiary designation




Goal ― Increase number of participants with an email on

file; set communication preferences

Components ― Email ― Web banner ― Flyer/poster

Key messages ― Keep in touch with your account ― Tell us your communication preferences

Audience ― Eligible participants and terminated participants

with no email on file and/or communication preference not set

Email capture




Goal ― Announce upgrade to new web experience

Components ― Delivered to plan sponsors for distribution ― Email content, flier, pre- and post-transition online

messaging

Key messages ― What’s happening and when ― What’s new

Audience ― All participants in upgrading plan

Upgrade to new web experience




Goal ― Encourage new participants to consolidate their outside

retirement assets into their new Empower plan

Components ― Email ― Messaging differs slightly for three segments based

on age groups 18-29, 30-49, and 50-65

Key messages ― Now is a good time to make your life simpler by

consolidating your assets into your Empower Retirement plan.

Audience ― New hires in RSG serviced plans that have recently

enrolled in an Empower Retirement plan (EASY platform only).

Welcome (asset consolidation)




Goal ― Engage participants during milestone ages to drive

increased savings rates, consolidation of accounts, and preparing for retirement by exploring their options in advance

Components ― Email

Key messages ― 45 – It’s not too late – save more, consolidate accounts

50 – Catch-up contribution, consolidate ― 58 – Almost there, finish strong, and get educated ― 69 – RMDs – get help and explore options

Audience ― Active participants in RSG serviced plans

(EASY platform only)

Milestones




Goal ― Engage terminated and retired participants in

conversations about the options for their Empower Retirement account.

Components ― Print mailer

Key messages ― Let us help you understand your options for keeping

your hard-earned savings tax-deferred.

Audience ― Terminated and retired participants in RSG serviced

plans with the termination letter turned on (EASY platform only)

“Your Options” mailer



Disclosures For more complete information about any of the investment products available within the retirement plan, please call 800-345-2345. Investors should carefully consider the investment objectives, risks, charges and expenses of the fund. Please carefully read the fund fact sheet which contains this and other important information before you invest or send money.

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 GWL&A.Core securities, when offered, are offered through GWFS Equities, Inc. and/or other broker-dealers.

GWFS Equities, Inc., Member FINRA/SIPC, is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company.

Core investment options offered through a group fixed and variable deferred annuity issued by GWL&A or, in New York, by GWL&A of NY, mutual funds, separately managed accounts, and/or collective trust funds.

Great-West Financial Retirement Plan Services LLC is not acting as an investment advisor for the plan. The information, analyses and fund alternatives described in this material are intended to provide assistance to the plan sponsor or other fiduciary responsible for plan investments and should not be relied upon as the sole basis for any investment decision. Great-West Financial Retirement Plan Services LLC and its affiliates may receive compensation with respect to proprietary investments and may receive compensation with respect to other plan investments. Other share classes may be available for the investment products described, and the plan sponsor is welcome to request more information on the options available.

This material has been prepared for informational and educational purposes only. It is not intended to provide, and should not be relied upon for investment, accounting, legal or tax advice.

IMPORTANT: The projections, or other information generated by the Empower participant experience regarding the likelihood of various investment outcomes, are hypothetical in nature. They do not reflect actual investment results and are not guarantees of future results. The results may vary with each use and over time.

The charts, graphs and screen prints in this presentation are for ILLUSTRATIVE PURPOSES ONLY.

Although data is gathered from reliable sources, the completeness or accuracy of the data shown cannot be guaranteed.

Not all features currently available. Some features are under consideration and/or in development. Presented for discussion purposes, non-binding and subject to change without notice.

Managed account services are offered by Advised Assets Group, LLC, a registered investment adviser and wholly owned subsidiary of Great-West Life & Annuity Insurance Company.


Disclosures IMPORTANT: The projections, or other information generated by the Lifetime Income ScoreSM regarding the likelihood of various investment outcomes, are hypothetical in nature. They do not reflect actual investment results and are not guarantees of future results. The results may vary with each use and over time.

The Lifetime Income Score represents an estimate of the percentage of current income that an individual might need to replace from savings in order to fund retirement expenses. This income estimate is based on the individual’s amount of current savings as well as future contributions to savings (as provided by participants in the survey) and includes investments in 401(k) plans, IRAs, taxable accounts, variable annuities, cash value of life insurance and income from defined benefit pension plans. It also includes future wage growth from a participant’s present age to the retirement age of 65 (1% greater than the Consumer Price Index for Urban Wage Earners and Clerical Workers [CPI-W]) as well an estimate for future Social Security benefits.

The calculations also take into account mortality rates for a variety of commonly diagnosed health conditions, including high blood pressure, high cholesterol, Type 2 Diabetes, cancer of any type and cardiovascular disease of any type apart from high blood pressure. In addition, the model also takes into account the consistent use of tobacco on a household basis.

The Lifetime Income Score estimate is derived from the present-value discounting of the future cash flows associated with an individual’s retirement savings and expenses. It incorporates the uncertainty around investment returns (consistent with historical return volatility) as well as the mortality uncertainty that creates a retirement horizon of indeterminate length. Specifically, the Lifetime Income Score procedure begins with the selection of a present-value discount rate based on the individual’s current retirement asset allocation (stocks, bonds and cash). A rate is determined from historical returns such that 90% of the empirical observations of the returns associated with the asset allocation are greater than the selected discount rate. This rate is then used for all discounting of the survival probability-weighted cash flows to derive a present value of a retirement plan.

Alternative spending levels in retirement are examined in conjunction with the discounting process until the present value of cash flows is exactly zero. The spending level that generates a zero retirement plan present value (i.e., an income level that is consistent with a 90% confidence in funding retirement) is the income estimate selected as the basis for the Lifetime Income Score. Such an income level is considered to have a “sustainable” spending level and to be an appropriate benchmark for retirement planning.

JPMorgan Chase Bank, National Association, provides directed trustee, custody and securities services.

Securities available through retirement brokerage services are offered through J.P. Morgan Securities LLC (JPMS), member FINRA/NYSE/SIPC. Additional information can be obtained by calling (800) 345-2345. JPMS and GWFS Equities, LLC are separate and unaffiliated. Accounts are subject to the review and approval of J.P. Morgan Securities LLC.

Representatives of Empower Retirement do not offer or provide investment, fiduciary, financial, legal or tax advice or act in a fiduciary capacity for any client unless explicitly described in writing. Please consult with your investment advisor, attorney and/or tax advisor as needed.

©2016 Great-West Life & Annuity Insurance Company. All rights reserved.

AM77944-1116T

HYAS GROUP

City of Pasadena457 Deferred Compensation PlanDecember 31, 2016 Performance Report

TABLE OF CONTENTSSection 1 Market Overview

Section 2 Account Review

Section 3 Investment Performance Review

Section 4 Plan Fee/Revenue Review

Section 5 Fund Attribution

Section 1Section 1

Markets and Economic Update Fourth Quarter 2016

Trump Effect

The fourth quarter of 2016 proved to be full of surprises with Donald Trump winning the Presidential Election despite pre-election polls strongly indicating the contrary. Prior to November 8, market expectations appeared to suggest that an upset Trump victory would result in a strong equity market sell-off and a bond market rally, a reflection of the uncertainty surrounding Trump’s world views and his policy impacts. While immediate market reaction to the expected Trump victory strongly supported initial expectations, the end result proved the early expectations were widely amiss. Equity markets, in fact, staged a strong, relentless rally through the end of the year and the bond market fell precipitously as investors sought to better project Trump policy impacts.

So what drove this sudden change of market sentiment? Despite the lack of certainty surrounding specific policies, investors quickly and broadly labeled the President Elect as pro-growth. This seemingly stemmed from general tones of government deregulation, aggressive fiscal spending, and domestic job creation. The pro-growth label sent domestic equities sharply higher and bond markets gapped lower, with the latter reacting to expectations of higher inflation and rising interest rates. In November, the broad equity markets rallied nearly 4.0% and smaller-capitalization stocks, prospectively the largest beneficiaries of domestic pro-growth policies, rose 11%. The pro-growth tone for the markets continued throughout the remainder of the year.

The outbreak of optimism following the election was both completely unexpected and unrelenting. Akin to a market driven by the suggestion of every pro-growth policy being enacted and any policy that stands against higher growth being dismissed. Inevitably, this will not be the case and the markets will adjust accordingly. As we enter the new year of 2017, the equity and fixed income markets appear poised to weigh pro-growth optimism against the economic and political realities of actual policy enactment.

Global Economic Landscape

The Fed raised short-term borrowing rates by 25 basis points in the fourth quarter, only the second time in the past decade the Fed has raisedrates. As we look forward into 2017, expectations are for a more hawkish Fed, including 2-to-3 quarter point hikes throughout the year. It bearsmention that Fed leaders originally projected raising rates four times in 2016.

The Fed most recently adjusted their economic growth (GDP) forecast to 2.1% for 2017, slightly better than their previous projection.

The US economy has added jobs for 74 consecutive months. The unemployment rate is at 4.7%, well below the 50-year average of 6.2%.

While unemployment claims remain historically low, so too is wage growth. Wage growth is currently at 2.4% vs. a 50-year average of 4.6%. Thiskey inflationary indicator has yet to support broad market expectations for higher inflation.

1

Small business and consumer sentiment appear to finally be in agreement. After an extended period of poor small business sentiment, optimism skyrocketed post-election and now both stand at 12-year highs, reflecting increased levels of optimism about the economy. This alignment historically bodes well for future capital expenditures and wage growth.

Eurozone economic growth continues at a modest but consistent 1.4%. Meanwhile the unemployment rate continues its steady decline from a peak of 12.1% in July of 2013 to the current rate of 9.8%.

Lower growth in China continues to weigh on global economic growth. China’s real GDP has declined from nearly 10.0% in 2009 to 6.7% in 3Q2016 despite substantial monetary stimulus. Foreign account reserves have declined sharply as a result, falling by nearly a trillion dollars in the past two years.

Global Financial Markets

The US equity markets have risen relentlessly since 2009, establishing one of history’s longest bull markets. The domestic equity market has returned an annualized 14.7% and 7.0% over the trailing 5 and 10-year periods, respectively. In sharp contrast, international equity markets have returned 5.0% and 1.0% over similar time periods. Historical valuation metrics would indicate that international markets appear attractively priced relative to domestic markets.

Strong style trends dominated US equity markets for the quarter and calendar year. During 2016, value stocks dominated growth stocks across the entire capitalization range. In addition, small cap stocks handily outperformed their mid and large cap counterparts. Small value stocks, led by Financials, returned an impressive 31.7%.

Within a persistently low global growth environment, companies have often relied upon cost-cutting and financial engineering (financial leverage and share buybacks) to enhance profitability. Should broader economic growth improve, many of our active managers expect to see a shift in corporate policy targets toward top-line growth and increased operational leverage.

The US Dollar strengthened dramatically following the election results with the Dollar increasing by 6% versus the Euro, 5% versus the Pound and a staggering 13% versus the Yen for the quarter.

Domestic interest rates spiked in the fourth quarter, reflecting the pro-growth expectations of a new President-elect. Real yields on 10-year Treasuries climbed back into positive territory as nominal yields closed at 2.45%.

For every 1% rise in interest rates, the 10-Year Treasury bond is expected to decline in value by -8.6%. This same rise in rates results in an expected loss of -17.7% for 30-Year Treasury bonds.

Stabilization of oil prices at higher levels bodes well for commodity-producing emerging market economies. Emerging equity markets remain a potential relative value with current valuations well below those of developed markets and low relative to 25-year historical valuation metrics.

This report is being provided for informational purposed only. The information and opinions presented in this report do not constitute investment advice and have been obtained from sources believed by Hyas Group to be reliable. Hyas Group makes no representation as to their accuracy or completeness. All opinions expressed herein are subject to change. ©Hyas Group, 2017

2

Recent 5-Yr High 5-Yr Low 5-Yr Avg. Date Recent 5-Yr High 5-Yr Low % Off Peak Date156,000 423,000 24,000 209,450 Dec-16 $2.30 $3.89 $1.79 -40.8% Dec-16

4.7% 8.5% 4.6% 6.4% Dec-16 $45.71 $106.57 $30.32 -57.1% Nov-16

10.5 22.3 8.3 14.5 Dec-16 190.5 190.5 136.9 39.1%* Oct-16

$26.00 $26.00 $23.26 $24.52 Dec-16 470.0 470.0 407.3 15.4%* Nov-16

Source: Federal Reserve Bank of St. Louis and Bureau of Labor Statistics *% Off Low

Jobs Added/Lost Monthly

Unemployment Rate

Median Unemployment Length (Weeks)

Average Hourly Earnings

Other Prices and Indexes (Monthly)

CategoryGas: Price per Gallon

Spot Oil

Case-Shiller Home Price Index

Medical Care CPI

Labor Market Statistics (Monthly)

Category

-8%

-6%

-4%

-2%

0%

2%

4%

6%

8%

$13,000

$13,500

$14,000

$14,500

$15,000

$15,500

$16,000

$16,500

$17,000

1Q2012 4Q2012 3Q2013 2Q2014 1Q2015 4Q2015 3Q2016

YoY % Change$ Billion Gross Domestic Product

-5

-4

-3

-2

-1

0

1

2

3

4

5

0

2

4

6

8

10

12

Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16

YoY Change% Unemployment Rate

-60%

-40%

-20%

0%

20%

40%

60%

$0

$500

$1,000

$1,500

$2,000

1Q2012 4Q2012 3Q2013 2Q2014 1Q2015 4Q2015 3Q2016

YoY % Change$ BillionCorporate Profits

-4%

-2%

0%

2%

4%

6%

8%

190

210

230

250

Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16

YoY % ChangeIndexConsumer Price Index

4Q2016 Economic Data

3

Index QTR YTD 1 yr. 3 yrs. 5 yrs. 10 yrs.

90-Day T-Bill 0.07% 0.25% 0.25% 0.11% 0.10% 0.79%

Barclays US Aggregate -2.98% 2.65% 2.65% 3.03% 2.23% 4.34%

Barclays Short US Treasury 0.09% 0.53% 0.53% 0.25% 0.21% 0.99%

Barclays Int. US Treasury -2.25% 1.06% 1.06% 1.60% 1.03% 3.50%

Barclays Long US Treasury -11.67% 1.33% 1.33% 7.78% 2.52% 6.68%

Barclays US TIPS -2.41% 4.68% 4.68% 2.26% 0.89% 4.36%

Barclays US Credit -2.97% 5.63% 5.63% 4.07% 3.85% 5.31%

Barclays US Mortgage-Backed -1.97% 1.67% 1.67% 3.07% 2.06% 4.28%

Barclays US Asset-Backed -0.70% 2.03% 2.03% 1.72% 1.70% 3.02%

Barclays US 20-Yr Municipal -4.52% 0.49% 0.49% 5.69% 4.42% 4.84%

Barclays US High Yield 1.75% 17.13% 17.13% 4.66% 7.36% 7.45%

Barclays Global -7.07% 2.09% 2.09% -0.19% 0.21% 3.29%

Barclays International -10.26% 1.49% 1.49% -2.59% -1.39% 2.44%Barclays Emerging Market -2.61% 9.88% 9.88% 5.25% 5.69% 6.71%

0.44% 0.51% 0.62%0.85%

1.20%1.47%

1.93%

2.25%2.45%

2.79%3.06%

0.14% 0.16%

0.49%0.65%

1.06%1.31%

1.76%

2.09%2.27%

2.67%

3.01%

0.00%

1.00%

2.00%

3.00%

4.00%

1 mo 3 mo 6 mo 1 yr 2 yr 3 yr 5 yr 7 yr 10 yr 20 yr 30 yr

US Treasury Yield Curve

12/30/2016 12/31/2015

0%

0%

0%

15%

12%

5%

69%

0% 30% 60% 90%

NR

B>

BB

BBB

A

AA

AAA

Barclays US Aggregate IndexCredit Quality

22%

18%

11%

11%

4%

4%

26%

4%

0% 10% 20% 30%

1-3 yrs.

3-5 yrs.

5-7 yrs.

7-10 yrs.

10-15 yrs.

15-20 yrs.

20-30 yrs.

30+ yrs

Barclays US Aggregate IndexMaturity Breakdown

Duration 5.94 yrs.Average Credit Quality AA

Source: Morningstar Source: Morningstar Source: Morningstar Source: Federal Reserve / Bank of America

Source: Department of US Treasury

4Q2016 Bond Market Data

9.71

1.66

0.71

16.53

2.41

0.65

0.00 10.00 20.00

CCC

BBB

AAA

US Corporate Credit Spreads1 Yr. Ago Qtr End

4%

5%

0%

18%

28%

1%

43%

0% 50%

Other

CMBS

Non-Agency MBS

Agency MBS

Corporate

Municipal

US Government

Barclays US Aggregate IndexSector Breakdown

4

Wgt. Sector QTR 1 Yr.15% Financials 21.10% 22.80% Index QTR YTD 1 yr. 3 yrs. 5 yrs. 10 yrs.

8% Energy 7.28% 27.36% S&P 500 3.82% 11.96% 11.96% 8.87% 14.66% 6.95%

10% Industrials 7.21% 18.86% Russell 1000 Value 6.68% 17.34% 17.34% 8.59% 14.80% 5.72%

3% Telecom Services 4.78% 23.49% Russell 1000 Growth 1.01% 7.08% 7.08% 8.55% 14.50% 8.33%

3% Materials 4.70% 16.69% Russell Mid Cap 3.21% 13.80% 13.80% 7.92% 14.72% 7.86%

12% Consumer Discretionary 2.31% 6.03% Russell Mid Cap Value 5.52% 20.00% 20.00% 9.45% 15.70% 7.59%

21% Information Technology 1.19% 13.85% Russell Mid Cap Growth 0.46% 7.33% 7.33% 6.23% 13.51% 7.83%

3% Utilities 0.14% 16.29% Russell 2000 8.83% 21.31% 21.31% 6.74% 14.46% 7.07%

3% Real Estate -1.53% 14.97% Russell 2000 Value 14.07% 31.74% 31.74% 8.31% 15.07% 6.26%

9% Consumer Staples -2.02% 5.38% Russell 2000 Growth 3.57% 11.32% 11.32% 5.05% 13.74% 7.76%

14% Health Care -4.00% -2.69% Russell 3000 4.21% 12.74% 12.74% 8.43% 14.67% 7.07%

Wgt. Sector QTR 1 Yr. DJ US Select REIT -2.53% 6.68% 6.68% 13.73% 11.77% 4.63%

17% Financials 19.48% 29.82%

15% Industrials 12.66% 28.73%

4% Energy 7.66% 20.61%

18% Information Technology 6.97% 21.47%

0% Telecom Services 6.75% 13.90%

7% Materials 6.50% 37.25%

11% Consumer Discretionary 5.22% 9.59%

5% Utilities 4.74% 27.35%

4% Consumer Staples 2.34% 13.07%

8% Health Care -1.01% 8.71%

10% Real Estate -1.53% 14.97%

Wgt. Sector QTR 1 Yr.18% Financials 24.11% 39.28%

6% Materials 19.00% 54.70%

1% Telecom Services 17.66% 20.10%

4% Energy 15.53% 37.67%

18% Industrials 11.90% 29.54%

15% Information Technology 9.90% 33.85%

14% Consumer Discretionary 8.50% 15.91%

3% Utilities 5.32% 23.13%

3% Consumer Staples 5.21% 26.66%

11% Health Care -1.11% 2.20%

6% Real Estate -4.41% 3.39%

S&P

Mid

cap

400

Inde

xS&

P S

mal

lcap

600

Inde

x

Sectors Weights/Returns (ranked by quarter performance) Index Performance Data

S&P

500

Inde

xAnnualized

4Q2016 US Equity Market Data

5.01

%

9.35

%

-2.1

3%

-0.2

0%

0.12

% 9.35

%

-5.8

0%

-8.7

9%

6.43

%

0.35

%

-30%

-15%

0%

15%

30%

QTR 1 yr. 3 yrs. 5 yrs. 10 yrs. 2016 2015 2014 2013 2012

Small Cap (Russell 2000) - Large Cap (S&P 500)Performance Spread

-6.0

4%

-11.

01% -0

.29%

-0.3

8%

2.52

%

-11.

01%

9.22

%

-0.2

5%

1.54

%

-2.3

4%

-30%

-15%

0%

15%

30%

QTR 1 yr. 3 yrs. 5 yrs. 10 yrs. 2016 2015 2014 2013 2012

Growth (Russell 3000 Growth) - Value (Russell 3000 Value)Performance Spread

Small Beating

Large

Large Beating

Small

Growth Beating

Value

Value Beating Growth

5

Index Performance Data (net) Top 10 Countries (MSCI AC World ex-USA)

Index (US$) QTR YTD 1 yr. 3 yrs. 5 yrs. 10 yrs. Japan 18%

MSCI ACWI ex-US -1.25% 4.50% 4.50% -1.78% 5.00% 0.96% UK 12%

MSCI EAFE -0.71% 1.00% 1.00% -1.60% 6.53% 0.75% Canada 7%

Europe -0.40% -0.40% -0.40% -3.17% 6.25% 0.36% France 7%

United Kingdom -0.90% -0.10% -0.10% -4.40% 3.97% 0.32% Germany 6%

Germany 1.45% 2.75% 2.75% -3.32% 9.22% 2.37% Switzerland 6%

France 2.93% 4.88% 4.88% -1.91% 7.66% -0.24% China 6%

Pacific -1.03% 4.18% 4.18% 1.43% 7.15% 1.62% Australia 5%

Japan -0.16% 2.38% 2.38% 2.49% 8.17% 0.54% South Korea 3%

Hong Kong -8.97% 2.27% 2.27% 2.24% 8.78% 5.69% Hong Kong 3%

Australia 0.69% 11.45% 11.45% -1.03% 4.27% 3.45%

Canada 3.26% 24.56% 24.56% -1.39% 2.02% 2.51%

MSCI EM -4.16% 11.19% 11.19% -2.55% 1.28% 1.84%

MSCI EM Latin America -0.88% 31.04% 31.04% -7.46% -5.69% 0.27%

MSCI EM Asia -6.06% 6.14% 6.14% 0.14% 4.35% 3.43%

MSCI EM Eur/Mid East 7.39% 22.19% 22.19% -9.62% -2.60% -3.84%

MSCI ACWI Value ex-US 3.29% 8.92% 8.92% -2.40% 4.58% 0.34%

MSCI ACWI Growth ex-US -5.72% 0.12% 0.12% -1.27% 5.34% 1.52%

MSCI AC World Sm Cap ex-US -3.52% 3.91% 3.91% 0.76% 7.74% 2.90%

Exchange Rates 4Q16 3Q16 2Q16 1Q16 4Q15 3Q15

Japanese Yen 116.80 101.21 102.77 112.42 120.27 119.81

Euro 0.95 0.89 0.91 0.88 0.92 0.89

British Pound 0.81 0.77 0.76 0.70 0.68 0.66

Swiss Franc 1.02 0.97 0.98 0.96 1.00 0.98

Chinese Yuan 6.94 6.67 6.65 6.45 6.48 6.36

-0.71%

1.00%

-1.60%

6.53%

7.07%

5.34%

5.53%

11.84%

-40% 0% 40%

QTR

1 yr

3 yrs

5 yrs

MSCI EAFE Index Return

Local US$

-4.16%

11.19%

-2.55%

1.28%

-1.44%

9.69%

2.83%

5.64%

-40% 0% 40%

QTR

1 yr

3 yrs

5 yrs

MSCI Emerging Index Return

Local US$

-2.3% -0.6%

2.5% 2.7% 1.9%

-20%

-10%

0%

10%

20%

QTR 1 yr 3 yrs 5 yrs 10 yrs

MSCI ACWI Ex US Large v. Small CapPerformance Spread

-9.0% -8.8%

1.1% 0.8% 1.2%

-20%

-10%

0%

10%

20%

QTR 1 yr 3 yrs 5 yrs 10 yrs

MSCI ACWI Ex US Value v. Growth Performance Spread

4Q2016 International Market Data

-6% -3%

-9% -4

% -2%

-13%

3%

-3%

-8%

0%

-5%

-16% -9

% -4%

-4%

-5% -2%

-4% -2%

2%

-4%

-7% -4% -2%

1%

-35%

0%

35%

QTR 1 Yr 3 Yr 5 Yr 10 Yr

Foreign Currency v. US$ ReturnsEuro Japanese Yen Pound Sterling Swiss Franc Chinese Yuan

Europe45%

Asia 32%

Canada7%

Emerging16%

Regional ExposureMSCI ACWI ex-USA

Growth Beating

Value

Value Beating Growth

Small Beating

Large

Large Beating

Small

6

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD 4Q16

Commod. 25.91%

Emerging Markets 55.82%





US Bonds 5.24%


Small Cap 26.85%

Core Real Estate

14.96%


Small Cap 38.82%

Large Cap13.68%

Core Real Estate

13.95%

Small Cap21.30%

Small Cap 8.83%

TIPS 16.57%

Small Cap 47.25%

Intl 20.91%

Commod. 21.36%

Intl 26.65%

Intl 16.65%

Global Bonds 4.79%

High Yield 58.21%

Mid Cap 25.48%

TIPS 13.56%

Mid Cap 17.28%

Mid Cap 34.76%

Mid Cap13.21%

Large Cap1.38%

High Yield17.12%

Large Cap 3.82%

Global Bonds

16.52%

Intl 40.83%

Mid Cap 20.22%

Core Real Estate

20.15%

Small Cap 18.37%

Commod. 16.23%

Cash 1.39%

Intl 41.45%


US Bonds 7.84%

Intl 16.83%

Large Cap 32.39%

Core Real Estate

11.44%

US Bonds0.55%

Mid Cap13.79%

Mid Cap 3.21%

US Bonds 10.26%

Mid Cap 40.06%

Small Cap 18.33%

Intl 16.62%

Large Cap 15.79%

Core Real Estate

14.84%

TIPS -2.35%

Mid Cap 40.48%

Commod. 16.83%

Global Bonds 5.64%

Small Cap 16.35%

Intl 15.29%

US Bonds5.97%

Cash0.03%

Large Cap11.95%

Commod. 2.66%

Core Real Estate 4.58%

High Yield 28.97%

Global Balanced 12.18%

Mid Cap 12.65%

Core Real Estate

15.27%

TIPS 11.64%

Core Real Estate

-10.70%

Small Cap 27.17%

Core Real Estate

15.26%

High Yield 4.98%

Large Cap 16.00%


Small Cap4.89%

TIPS-1.43%

Commod.11.76%


Cash 1.63%

Large Cap 28.68%

Core Real Estate

12.00%

Large Cap 4.91%

Mid Cap 15.26%

Global Bonds 9.48%

Global Balanced -24.51%

Large Cap 26.46%

High Yield 15.12%

Large Cap 2.11%

High Yield 15.81%

Core Real Estate

12.95%

TIPS3.64%

Global Balanced-1.45%

Emerging Markets11.18%

High Yield 1.75%

High Yield -1.41%


High Yield 11.13%

Small Cap 4.55%


Global Balanced

9.07%

High Yield -26.16%


Large Cap 15.06%

Cash 0.06%


High Yield 7.44%

Global Balanced

3.17%

Mid Cap-2.43%

Core Real Estate7.76%

Cash 0.07%

Emerging Markets -6.17%

Commod. 23.93%

Large Cap 10.88%

Global Balanced

4.16%

High Yield 11.85%

US Bonds 6.97%

Small Cap -33.79%

Commod. 18.91%

Intl 11.15%



Cash 0.07%

High Yield2.45%

Global Bonds-3.15%

Global Balanced

5.38%

Intl -1.25%


Global Bonds

12.51%

Global Bonds 9.27%

Cash 3.25%

Global Bonds 6.64%

Mid Cap 5.60%

Commod.-35.65%

TIPS 11.41%

Global Balanced

9.40%

Mid Cap -1.55%

TIPS 6.98%

US Bonds -2.02%

Global Bonds0.59%

Small Cap-4.41%

TIPS4.68%


Intl -14.95%

TIPS 8.40%

Commod. 9.15%

TIPS 2.84%

Cash 4.85%

Large Cap 5.49%

Large Cap -37.00%

Global Bonds 6.93%

US Bonds 6.54%

Small Cap -4.18%

Global Bonds 4.32%

Global Bonds -2.60%

Cash0.04%

High Yield-4.46%

Intl4.50%

TIPS -2.40%

Mid Cap -16.19%


TIPS 8.46%

High Yield 2.74%

US Bonds 4.33%

Cash 4.44%

Mid Cap -41.46%

US Bonds 5.93%

TIPS 6.31%

Commod. -13.32%

US Bonds 4.21%


Emerging Markets-2.18%

Intl-5.66%

US Bonds2.65%

US Bonds -2.97%

Small Cap -20.48%

US Bonds 4.10%

US Bonds 4.34%

US Bonds 2.43%

Commod. 2.07%

High Yield 1.87%

Intl -45.53%

Cash 0.16%

Global Bonds 5.54%

Intl -13.71%

Cash 0.08%

TIPS -8.61%

Intl-3.86%

Emerging Markets-14.90%

Global Bonds2.09%


Large Cap -22.10%

Cash 1.03%

Cash 1.44%

Global Bonds -4.49%

TIPS 0.41%

Small Cap -1.57%


Core Real Estate

-30.40%

Cash 0.15%


Commod. -1.06%

Commod. -9.52%

Commod.-17.00%

Commod.-24.60%

Cash0.25%

Global Bonds

-7.06%

Global Balanced is composed of 60% MSCI World Stock Index, 35% Barclays Global Aggregate Bond Index, and 5% US 90-Day T-Bills.

Historical Market ReturnsRanked by Performance

7

Section 2Section 2

City of PasadenaDeferred Compensation Plan

Fixed Income Ticker Assets % International Ticker Assets %Pasadena Custom Stable Value - $99,910,835 38.5% Oppenheimer Global I OGLIX $2,625,360 1.0%

DFA Inflation Protected Securities I DIPSX $1,106,592 0.4% Vanguard International Value Inv VTRIX $2,394,284 0.9%

BlackRock US Debt Index F - $1,255,570 0.5% Vanguard Total Intl Stock Index Adm VTIAX $606,728 0.2%

Metropolitan West Total Return Bond Plan MWTSX $5,788,867 2.2% EuroPacific Growth R6 RERGX $3,287,046 1.3%

Total $108,061,864 41.6% MFS International New Discovery R6 MIDLX $3,247,548 1.3%

Total $12,160,966 4.7%

Large Cap Ticker Assets %Becker Value Equity Institutitional BVEIX $14,893,338 5.7% Asset Allocation Ticker Assets %BlackRock Equity Index F - $24,243,057 9.3% Vanguard Target Retirement Income Inv VTINX $2,458,430 0.9%

MFS Growth R6 MFEKX $19,278,444 7.4% Vanguard Target Retirement 2015 Inv VTXVX $4,240,127 1.6%

Total $58,414,839 22.5% Vanguard Target Retirement 2020 Inv VTWNX $7,598,440 2.9%

Vanguard Target Retirement 2025 Inv VTTVX $8,607,063 3.3%

Mid Cap Ticker Assets % Vanguard Target Retirement 2030 Inv VTHRX $4,324,357 1.7%

Wells Fargo Special Mid Cap Value R6 WFPRX $3,338,730 1.3% Vanguard Target Retirement 2035 Inv VTTHX $6,306,601 2.4%

BlackRock Mid Cap Index F - $3,133,995 1.2% Vanguard Target Retirement 2040 Inv VFORX $3,106,165 1.2%

Victory Munder Mid Cap Core Growth R6 MGOSX $4,852,653 1.9% Vanguard Target Retirement 2045 Inv VTIVX $4,910,470 1.9%

Total $11,325,378 4.4% Vanguard Target Retirement 2050 Inv VFIFX $1,010,406 0.4%

Vanguard Target Retirement 2055 Inv VFFVX $832,429 0.3%

Small Cap Ticker Assets % Total $43,394,488 16.7%

Victory Integrity Small Cap Value R6 MVSSX $4,517,907 1.7%

BlackRock Russell 2000 Index F - $2,497,065 1.0% Self-Directed Brokerage $3,126,828 1.2%

Vanguard Small Cap Growth Index I VSGIX $8,439,495 3.3% Total Loans $7,543,911 2.9%

Total $15,454,467 6.0%

TOTAL PLAN ASSETS $259,482,742 100.0%

PLAN ASSET ALLOCATIONFourth Quarter 2016

8


Asset Class 4Q16 3Q16 2Q16 1Q16 4Q15 3Q15 2Q15 1Q15

Fixed Income 41.6% 42.0% 42.7% 42.7% 42.4% 43.6% 41.7% 41.8%

Large Cap 22.5% 22.6% 22.4% 22.7% 23.7% 23.1% 24.3% 25.2%

Mid Cap 4.4% 4.2% 4.2% 4.3% 4.3% 4.4% 4.8% 5.0%

Small Cap 6.0% 5.7% 5.5% 5.5% 5.7% 5.7% 6.1% 6.1%

International 4.7% 5.0% 4.9% 5.2% 5.6% 5.6% 6.0% 5.8%

Asset Allocation 16.7% 16.2% 16.3% 15.4% 14.1% 13.2% 12.8% 11.8%

SDBA 1.2% 1.2% 0.8% 0.8% 0.8% 0.8% 0.9% 0.9%

Loans 2.9% 3.1% 3.2% 3.3% 3.4% 3.5% 3.4% 3.4%

TOTAL 100% 100% 100% 100% 100% 100% 100% 100%

*Excludes Fixed Income, Asset Allocation, Brokerage, and Loan Assets**Excludes Asset Allocation, Brokerage, and Loan Assets


PLAN COMPOSITION HISTORICAL PLAN ALLOCATION

Fixed Income41.6%

Large Cap22.5%

Mid Cap4.4%

Small Cap6.0%

International4.7%

Asset Allocation16.7%

SDBA1.2%

Loans2.9%

Growth43%

Value26%

Core31%

By Equity Style*

US88%

Non-US12%

By Equity Region*

Active80%

Passive20%

By Investment Type **

9


Asset ClassBeginning

Market Value Net Cash

FlowMarket

Gain/(Loss) Ending

Market Value EstimatedQtr Return

Fixed Income $108,066,997 ($191,137) $186,004 $108,061,864 0.17%

Large Cap $58,133,010 ($1,226,876) $1,508,705 $58,414,839 2.62%

Mid Cap $10,900,960 ($148,624) $573,042 $11,325,378 5.29%

Small Cap $14,678,890 ($104,596) $880,173 $15,454,467 6.02%

International $12,914,522 ($398,790) ($354,766) $12,160,966 -2.79%

Asset Allocation $41,788,433 $1,472,102 $133,953 $43,394,488 0.32%

SDBA $3,087,700 $34,816 $4,312 $3,126,828 0.14%

Total w/SDBA $249,570,511 ($563,104) $2,931,424 $251,938,830 1.18%

Total w/o SDBA $246,482,811 ($597,920) $2,927,111 $248,812,002 1.19%

Equity Indices: Russell 3000, MSCI ACWI ex USA; Fixed Indices: US Treasury 90 Day T-Bill, Barclays Global Aggregate Bond (rebalanced quarterly)


BROAD PLAN ALLOCATION PLAN LEVEL CASH-FLOW

PLAN LEVEL RETURN AVERAGE PARTICIPANT BALANCE

1.18

% 5.90

%

3.65

%

6.41

%

-2.0

7%

5.37

%

2.40

%

5.01

%

-0.4

4%

7.17

%

3.58

% 7.42

%

1.20

%

8.95

%

4.74

% 9.83

%

Qtr 1 Year 3 Year 5 Year

Returns

Deferred Compensation Plan 40 Equity/60 Fixed

60 Equity/40 Fixed 80 Equity/20 Fixed

Fixed Income41.6%

US Equity32.8%

International4.7%

Asset Allocation

16.7%

SDBA1.2%

Loans2.9%

$101,164

($228)

$1,188

$102,124

($25,000) $25,000 $75,000 $125,000

Beginning Avg. Balance

Avg. Net Cash Flow

Avg. Mkt. Gain/Loss

Ending Avg. Balance

Balance

10

Section 3Section 3

City of Pasadena INVESTMENT POLICY STATEMENT COMPLIANCE REPORTDeferred Compensation Plan Fourth Quarter 2016

Key: ℗ Pass / ● FailPerformance

FactorsQualitative

FactorsOn-Watch

Date Initiated Notes

Pasadena Custom Stable Value ℗ ℗ -

DFA Inflation Protected Securities I ℗ ℗ -

BlackRock US Debt Index F ℗ ℗ -

Metropolitan West Total Return Bond Plan ℗ ℗ -

Becker Value Equity Institutitional ℗ ℗ -

BlackRock Equity Index F ℗ ℗ -

MFS Growth R6 ℗ ℗ -

Wells Fargo Special Mid Cap Value R6 ℗ ℗ -

BlackRock Mid Cap Index F ℗ ℗ -

Victory Munder Mid Cap Core Growth R6 ℗ ℗ 2Q2011

Victory Integrity Small Cap Value R6 ℗ ℗ -

BlackRock Russell 2000 Index F ℗ ℗ -

Vanguard Small Cap Growth Index I ℗ ℗ -

Oppenheimer Global I ℗ ℗ 2Q2016

Vanguard International Value Inv ℗ ℗ - Replaced DFA International Value during 4Q2016.

Vanguard Total Intl Stock Index Adm ℗ ℗ -

EuroPacific Growth R6 ℗ ℗ -

MFS International New Discovery R6 ℗ ℗ -

Vanguard Target Retirement Income Inv ℗ ℗ -

Vanguard Target Retirement 2015 Inv ℗ ℗ -




Investment Policy Status

11

City of Pasadena INVESTMENT POLICY STATEMENT COMPLIANCE REPORTDeferred Compensation Plan Fourth Quarter 2016

Key: ℗ Pass / ● FailPerformance

FactorsQualitative

FactorsOn-Watch

Date Initiated Notes

Investment Policy Status






12

City of Pasadena Performance ReviewDeferred Compensation Plan Fourth Quarter 2016

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Pasadena Custom Stable Value 0.40 1.65 1.65 1.59 - - 1.59 1.46 2.00 - - -

3 Yr Constant Maturity US Treasury Yield 0.31 1.05 1.05 0.99 0.78 1.37 1.02 0.90 0.54 0.38 0.75 1.10

US 90 Day T-Bill 0.11 0.32 0.32 0.13 0.11 0.67 0.05 0.03 0.06 0.08 0.06 0.15

+/- Index 0.09 0.60 0.60 0.60 - - 0.57 0.56 1.46 - - -

US Stable Value 70 59 59 56 - - 79 62 49 - - -

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010DFA Inflation Protected Securities I -2.98 4.67 4.67 2.24 0.82 4.55 -1.22 3.37 -9.27 7.45 14.54 6.81

Barclays Capital US TIPS Index -2.41 4.68 4.68 2.26 0.89 4.36 -1.44 3.64 -8.61 6.98 13.56 6.31

+/- Index (0.57) (0.01) (0.01) (0.02) (0.07) 0.19 0.22 (0.27) (0.66) 0.47 0.98 0.50

US Fund Inflation-Protected Bond 94 38 38 11 19 4 19 13 73 19 3 19

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010BlackRock US Debt Index F -2.99 2.69 2.69 3.12 2.30 4.40 0.57 6.18 -1.93 4.27 7.87 6.68

Barclays Capital US Aggregate Bond Index -2.98 2.65 2.65 3.03 2.23 4.34 0.55 5.97 -2.02 4.21 7.84 6.54

+/- Index (0.01) 0.04 0.04 0.09 0.07 0.06 0.02 0.21 0.09 0.06 0.03 0.14

US Fund Intermediate-Term Bond 81 64 64 31 67 48 17 21 63 82 12 74

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Metropolitan West Total Return Bond Plan -2.63 2.56 2.56 2.96 4.11 5.78 0.25 6.16 0.45 11.54 4.92 11.53

Barclays Capital US Aggregate Bond Index -2.98 2.65 2.65 3.03 2.23 4.34 0.55 5.97 -2.02 4.21 7.84 6.54

+/- Index 0.35 (0.09) (0.09) (0.07) 1.88 1.44 (0.30) 0.19 2.47 7.33 (2.92) 4.99

US Fund Intermediate-Term Bond 53 64 64 39 5 3 35 22 9 6 79 4

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Becker Value Equity Institutitional 6.84 18.79 18.79 7.23 14.34 7.02 -6.88 11.45 36.72 15.95 -0.65 12.17

Russell 1000 Value Index 6.68 17.34 17.34 8.59 14.80 5.72 -3.83 13.45 32.53 17.51 0.39 15.51

+/- Index 0.16 1.45 1.45 (1.36) (0.46) 1.30 (3.05) (2.00) 4.19 (1.56) (1.04) (3.34)

US Fund Large Value 41 14 14 42 20 10 83 35 9 35 48 69

13


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010BlackRock Equity Index F 3.82 11.97 11.97 8.90 14.69 7.04 1.43 13.72 32.42 15.87 2.02 15.01

S&P 500 Index 3.82 11.96 11.96 8.87 14.66 6.95 1.38 13.69 32.39 16.00 2.11 15.06

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

US Fund Large Blend 44 25 25 5 14 20 19 17 41 38 17 31

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010MFS Growth R6 -1.75 2.55 2.55 6.27 14.01 8.35 7.49 8.88 36.74 17.39 -1.04 14.82

Russell 1000 Growth Index 1.01 7.08 7.08 8.55 14.50 8.33 5.67 13.05 33.48 15.26 2.64 16.71

+/- Index (2.76) (4.53) (4.53) (2.28) (0.49) 0.02 1.82 (4.17) 3.26 2.13 (3.68) (1.89)

US Fund Large Growth 74 54 54 44 29 13 18 65 21 26 40 54

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Wells Fargo Special Mid Cap Value R6 7.45 21.68 21.68 9.92 17.05 8.89 -2.65 12.12 39.13 18.91 -0.56 20.68

Russell Mid Cap Value Index 5.52 20.00 20.00 9.45 15.70 7.59 -4.78 14.75 33.46 18.51 -1.38 24.75

+/- Index 1.93 1.68 1.68 0.47 1.35 1.30 2.13 (2.63) 5.67 0.40 0.82 (4.07)

US Fund Mid-Cap Value 36 20 20 8 2 9 24 25 16 21 25 64

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010BlackRock Mid Cap Index F 7.42 20.75 20.75 9.08 15.35 9.21 -2.11 9.80 33.61 17.86 -1.67 26.70

S&P Mid Cap 400 Index 7.42 20.74 20.74 9.04 15.33 9.16 -2.18 9.77 33.50 17.88 -1.73 26.64

+/- Index 0.00 0.01 0.01 0.04 0.02 0.05 0.07 0.03 0.11 (0.02) 0.06 0.06

US Fund Mid-Cap Blend 25 13 13 8 10 5 22 30 55 32 32 17

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Victory Munder Mid Cap Core Growth R6 2.67 7.58 7.58 4.40 12.10 7.19 -4.20 10.40 33.93 16.15 -0.77 25.48

Russell Mid Cap Growth Index 0.46 7.33 7.33 6.23 13.51 7.83 -0.20 11.90 35.74 15.81 -1.65 26.38

+/- Index 2.21 0.25 0.25 (1.83) (1.41) (0.64) (4.00) (1.50) (1.81) 0.34 0.88 (0.90)

US Fund Mid-Cap Growth 22 29 29 45 43 41 79 22 59 28 27 47

14


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Victory Integrity Small Cap Value R6 14.18 24.52 24.52 7.77 15.03 8.00 -6.49 7.50 41.21 13.96 -2.91 29.45

Russell 2000 Value Index 14.07 31.74 31.74 8.31 15.07 6.26 -7.47 4.22 34.52 18.05 -5.50 24.50

+/- Index 0.11 (7.22) (7.22) (0.54) (0.04) 1.74 0.98 3.28 6.69 (4.09) 2.59 4.95

US Fund Small Value 19 63 63 40 33 18 56 7 16 65 35 21

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010BlackRock Russell 2000 Index F 8.88 21.58 21.58 6.98 14.69 7.23 -4.20 5.10 39.11 16.57 -4.14 26.90

Russell 2000 Index 8.83 21.31 21.31 6.74 14.46 7.07 -4.41 4.89 38.82 16.35 -4.18 26.85

+/- Index 0.05 0.27 0.27 0.24 0.23 0.16 0.21 0.21 0.29 0.22 0.04 0.05

US Fund Small Blend 62 44 44 38 33 36 39 41 34 32 60 40

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Small Cap Growth Index I 1.41 10.74 10.74 3.95 12.80 8.26 -2.52 4.04 38.20 17.68 -1.40 30.96

Vanguard US Small Cap Growth Index 1.38 10.62 10.62 3.86 12.68 8.11 -2.60 3.98 37.91 17.57 -1.53 30.71

+/- Index 0.03 0.12 0.12 0.09 0.12 0.15 0.08 0.06 0.29 0.11 0.13 0.25

US Fund Small Growth 70 47 47 47 39 19 52 36 65 11 32 28

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Oppenheimer Global I 0.26 0.59 0.59 2.46 10.69 4.32 4.34 2.49 27.37 21.29 -8.69 15.68

MSCI ACWI (Net) Index 1.19 7.86 7.86 3.13 9.36 3.56 -2.36 4.16 22.80 16.13 -7.35 12.67

+/- Index (0.93) (7.27) (7.27) (0.67) 1.33 0.76 6.70 (1.67) 4.57 5.16 (1.34) 3.01

US Fund World Stock 37 85 85 41 21 35 9 52 37 13 55 30

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard International Value Inv -1.11 4.46 4.46 -3.03 6.01 0.75 -6.44 -6.69 22.15 20.18 -14.58 7.31

MSCI AC World Ex USA Value (Net) Index 3.29 8.92 8.92 -2.40 4.58 0.34 -10.06 -5.10 15.04 16.97 -13.20 7.84

+/- Index (4.40) (4.46) (4.46) (0.63) 1.43 0.41 3.62 (1.59) 7.11 3.21 (1.38) (0.53)

US Fund Foreign Large Value 73 30 30 59 38 23 88 60 43 16 72 51

15


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Total Intl Stock Index Adm -1.93 4.67 4.67 -1.34 5.50 0.91 -4.26 -4.17 15.14 18.21 -14.52 11.06

Vanguard Total International Stock Index -1.27 4.72 4.72 -1.07 5.58 0.98 -4.29 -3.39 15.76 17.04 -14.31 10.69

+/- Index (0.66) (0.05) (0.05) (0.27) (0.08) (0.07) 0.03 (0.78) (0.62) 1.17 (0.21) 0.37

US Fund Foreign Large Blend 44 12 12 30 59 32 79 33 83 49 60 40

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010EuroPacific Growth R6 -4.15 1.01 1.01 -0.60 7.22 2.89 -0.48 -2.29 20.58 19.64 -3.31 9.76

MSCI AC World Ex USA Growth (Net) Index -5.72 0.12 0.12 -1.27 5.34 1.52 -1.25 -2.65 15.49 16.67 -14.21 14.45

+/- Index 1.57 0.89 0.89 0.67 1.88 1.37 0.77 0.36 5.09 2.97 10.90 (4.69)

US Fund Foreign Large Growth 25 20 20 20 25 10 66 27 37 32 62 96

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010MFS International New Discovery R6 -5.47 0.65 0.65 0.29 8.63 4.22 2.85 -2.55 19.91 24.89 -10.04 21.85

MSCI ACWI Ex-USA Small Growth (Net) Index -6.08 -0.28 -0.28 0.79 7.24 2.50 6.50 -3.59 18.52 16.87 -17.86 27.30

+/- Index 0.61 0.93 0.93 (0.50) 1.39 1.72 (3.65) 1.04 1.39 8.02 7.82 (5.45)

US Fund Foreign Small/Mid Growth 31 14 14 33 44 17 74 28 75 18 11 48

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Target Retirement Income Inv -0.99 5.25 5.25 3.50 4.91 4.88 -0.17 5.54 5.87 8.23 5.25 9.39

Vanguard Retirement Income Index -0.90 5.35 5.35 3.71 5.10 4.94 0.12 5.76 6.03 8.42 5.30 9.42

+/- Index (0.09) (0.10) (0.10) (0.21) (0.19) (0.06) (0.29) (0.22) (0.16) (0.19) (0.05) (0.03)

US Fund Target-Date Retirement 65 41 41 8 29 9 7 19 56 67 9 42

QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Target Retirement 2015 Inv -0.55 6.16 6.16 4.04 7.22 4.85 -0.46 6.56 13.00 11.37 1.71 12.47

Vanguard Retirement 2015 Index -0.34 6.40 6.40 4.27 7.43 4.90 -0.22 6.77 13.27 11.46 1.56 12.54

+/- Index (0.21) (0.24) (0.24) (0.23) (0.21) (0.05) (0.24) (0.21) (0.27) (0.09) 0.15 (0.07)

US Fund Target-Date 2015 76 56 56 13 31 5 11 3 21 34 19 34

16


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Target Retirement 2020 Inv -0.18 6.95 6.95 4.39 8.17 4.99 -0.68 7.11 15.85 12.35 0.60 13.12

Vanguard Retirement 2020 Index -0.01 7.17 7.17 4.65 8.42 5.13 -0.40 7.37 16.21 12.47 0.99 13.27

+/- Index (0.17) (0.22) (0.22) (0.26) (0.25) (0.14) (0.28) (0.26) (0.36) (0.12) (0.39) (0.15)


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Target Retirement 2025 Inv 0.11 7.48 7.48 4.53 8.86 5.00 -0.85 7.17 18.14 13.29 -0.37 13.84

Vanguard Retirement 2025 Index 0.32 7.66 7.66 4.77 9.10 5.15 -0.58 7.45 18.52 13.39 0.07 13.94

+/- Index (0.21) (0.18) (0.18) (0.24) (0.24) (0.15) (0.27) (0.28) (0.38) (0.10) (0.44) (0.10)



Vanguard Retirement 2030 Index 0.67 8.11 8.11 4.86 9.76 5.14 -0.80 7.51 20.88 14.31 -0.89 14.58

+/- Index (0.25) (0.26) (0.26) (0.28) (0.26) (0.16) (0.23) (0.34) (0.40) (0.07) (0.38) (0.15)




+/- Index (0.24) (0.29) (0.29) (0.29) (0.27) (0.15) (0.24) (0.33) (0.45) (0.07) (0.38) (0.05)




+/- Index (0.25) (0.25) (0.25) (0.35) (0.29) (0.15) (0.34) (0.46) (0.42) (0.02) (0.44) (0.16)


17




+/- Index (0.24) (0.26) (0.26) (0.34) (0.29) (0.16) (0.32) (0.45) (0.42) 0.00 (0.40) (0.14)




+/- Index (0.23) (0.28) (0.28) (0.34) (0.29) (0.16) (0.33) (0.43) (0.45) 0.00 (0.43) (0.13)


QTR YTD 1Yr 3Yr 5Yr 10Yr 2015 2014 2013 2012 2011 2010Vanguard Target Retirement 2055 Inv 1.26 8.88 8.88 4.68 10.51 - -1.72 7.19 24.33 15.58 -2.27 -

Vanguard Retirement 2055 Index 1.48 9.13 9.13 5.06 10.83 - -1.25 7.61 24.78 15.57 -2.11 -

+/- Index (0.22) (0.25) (0.25) (0.38) (0.32) - (0.47) (0.42) (0.45) 0.01 (0.16) -

US Fund Target-Date 2055 46 27 27 17 26 - 53 16 36 48 9 -

18

Section 4Section 4

CITY OF PASADENA PLAN FEE ANALYSIS SUMMARYDeferred Compensation Plan Fourth Quarter 2016

0.57%

0.35%

0.73%

0.40%

0.00%

0.25%

0.50%

0.75%

1.00%

4Q09

2Q10

3Q10

4Q10

2Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

4Q16

Annualized Investment /Administration Cost (%)

Weighted Total Plan Expense Ratio Average Total Plan Expense Ratio

0.089%

0.018%

0.09%

0.010%0.00%

0.04%

0.08%

0.12%

0.16%

0.20%

4Q09

2Q10

3Q10

4Q10

2Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

4Q16

Contracted Revenue v. Revenue Received(as a % of total assets)

Revenue Received Contracted Revenue

0.21

%

0.20

%

0.21

%

0.22

%

0.25

%

0.23

%

0.25

%

0.24

% 0.34

%

0.32

%

0.32

%

0.32

%

0.34

%

0.34

%

0.33

%

0.33

%

0.33

%

0.32

%

0.33

%

0.32

%

0.30

%

0.30

%

0.29

%

0.28

%

0.29

%

0.28

%

0.36

%

0.37

%

0.37

%

0.36

%

0.34

%

0.34

%

0.33

%

0.33

%

0.10

%

0.10

%

0.10

%

0.10

%

0.10

%

0.10

%

0.10

%

0.10

%

0.10

%

0.07

%

0.07

%

0.07

%

0.07

%

0.07

%

0.07

%

0.07

%

0.07

%

0.07

%

4Q09

2Q10

3Q10

4Q10

2Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

4Q16

Annualized Investment Cost Summary(as a % of total assets)

Avg. Admin Cost per Participant Avg. Investment Cost per Participant

$135

$131

$145

$161

$189

$174

$199

$188 $2

72$2

73$2

71$2

78$2

90$3

07$3

13$3

11$3

16$3

11$3

21$3

07$2

82$2

87$2

78$2

83$2

87$2

90

$235

$237 $2

50 $265 $2

57$2

51 $268

$263

$81

$84

$84

$86

$88 $9

0$9

4$9

5$9

4$6

8$6

8$6

9$6

5$6

7$6

8$7

0$7

1$7

1

$64,561

$102,124

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

4Q09

2Q10

3Q10

4Q10

2Q11

4Q11

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

4Q16

Average Participant Balance and Cost ($)Avg. Admin Cost Avg. Investment Cost Avg. Participant Balance

19

Fund OptionQuarter End

BalanceExpense

RatioAdmin Fee

Total Investment Cost

Total Admin Fee

Pasadena Custom Stable Value* $99,910,835 0.19% 0.07% $189,831 $69,938

DFA Inflation Protected Securities I $1,106,592 0.12% 0.07% $1,328 $775

BlackRock US Debt Index F $1,255,570 0.04% 0.07% $502 $879

Metropolitan West Total Return Bond Plan $5,788,867 0.38% 0.07% $21,998 $4,052

Becker Value Equity Institutitional $14,893,338 0.69% 0.07% $102,764 $10,425

BlackRock Equity Index F $24,243,057 0.02% 0.07% $4,849 $16,970

MFS Growth R6 $19,278,444 0.62% 0.07% $119,526 $13,495

Wells Fargo Special Mid Cap Value R6 $3,338,730 0.79% 0.07% $26,376 $2,337

BlackRock Mid Cap Index F $3,133,995 0.04% 0.07% $1,254 $2,194

Victory Munder Mid Cap Core Growth R6 $4,852,653 0.87% 0.07% $42,218 $3,397

Victory Integrity Small Cap Value R6 $4,517,907 1.00% 0.07% $45,179 $3,163

BlackRock Russell 2000 Index F $2,497,065 0.04% 0.07% $999 $1,748

Vanguard Small Cap Growth Index I $8,439,495 0.07% 0.07% $5,908 $5,908

Oppenheimer Global I $2,625,360 0.71% 0.07% $18,640 $1,838

Vanguard International Value Inv $2,394,284 0.46% 0.07% $11,014 $1,676

Vanguard Total Intl Stock Index Adm $606,728 0.12% 0.07% $728 $425

EuroPacific Growth R6 $3,287,046 0.50% 0.07% $16,435 $2,301

MFS International New Discovery R6 $3,247,548 0.96% 0.07% $31,176 $2,273

Vanguard Target Retirement Income Inv $2,458,430 0.14% 0.07% $3,442 $1,721

Vanguard Target Retirement 2015 Inv $4,240,127 0.14% 0.07% $5,936 $2,968







Vanguard Target Retirement 2050 Inv $1,010,406 0.16% 0.07% $1,617 $707

Vanguard Target Retirement 2055 Inv $832,429 0.16% 0.07% $1,332 $583

SDBA $3,126,828 - 0.07% - $2,189

Total $251,938,830 $705,372 $176,357

Number of Participants: 2,467 QuarterlyAverage Expense Ratio: 0.33% $44,089

Weighted Expense Ratio: 0.28% $24,053

Average Participant Balance: $102,124 $20,036Average Participant Cost: $357

*Total fee breakdown is as follows: 0.04% for management and 0.15% wrap charge.

City of Pasadena Plan Fee Review - 4Q2016 Estimate

Administrative Fee (0.07% annually actual): Recordkeeping Fee ($39 pp/yr) (2,467) participants**):

Net Rebate:

**This number is provided by Great West and is based on the timing of when they assessed the recordkeeping charge.

20

Section 5Section 5

American Funds EuroPacific Growth Fund® Class R-6 RERGX Morningstar Analyst RatingŒ

NAV $ NAV Day Change % Yield TTM % Total Assets $ Status Min. Inv. Load Expenses Morningstar Rating TM Category Investment Style

46.15 ]0.19 | 0.41 1.64 123 Open $250 None 0.50% QQQQ Foreign LargeGrowth

7 Large Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

8K

12K

15K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

American Funds EuroPacificGrowth Fund® Class R-6$13,791.69Foreign Large Growth$11,670.81MSCI ACWI Ex USA NR USD$11,404.03

Investment Strategy

The investment seeks long-term growth of capital. The fund invests primarily in common stocks of issuers in Europe and the Pa-cific Basin that the investment adviser believes have the potential for growth. Growth stocks are stocks that the investment ad-viser believes have the potential for above-average capital appreciation. It normally will invest at least 80% of its net assets insecurities of issuers in Europe and the Pacific Basin. The fund may invest a portion of its assets in common stocks and other se-curities of companies in emerging markets.

Performance 01-10-2017

YTD 1 Mo 1 Yr 3Yr Ann 5Yr Ann 10Yr Ann

Growth of 10,000 10,246 10,109 11,016 10,062 14,274 13,916Fund 2.46 1.09 10.16 0.21 7.38 3.36+/- MSCI ACWI Ex USA NRUSD

0.38 -0.80 -3.67 0.98 2.33 1.91

+/- Category 0.36 -0.75 3.60 1.22 1.24 1.50% Rank in Cat 23 80 20 23 20 —# of Funds in Cat 392 391 360 309 257 181* Currency is displayed in USD

Top Holdings 09-30-2016Weight % Last Price Day Chg % 52 Week Range

Y Novo Nordisk A/S B 3.08 255.30 USD 0.51 ] 218.20 - 391.30

Y Nintendo Co Ltd 2.34 — USD 3.18 ] 13,360.00 - 32,700.00Tencent Holdings Ltd 2.27 200.80 USD 1.41 ] 132.10 - 220.80

Y Alibaba Group Holding Ltd ADR 2.26 96.77 USD 0.06 ] 59.25 - 109.87

T AIA Group Ltd 2.07 46.45 USD 0.54 ] 36.85 - 54.15

% Assets in Top 5 Holdings 12.02

TIncrease YDecrease RNew to Portfolio

Top Sectors 09-30-2016Fund 3 Yr High 3 Yr Low Cat Avg

y Financial Services 18.11 21.40 18.11 13.91

a Technology 17.99 17.99 15.40 15.32

t Consumer Cyclical 11.89 12.76 11.04 16.04

d Healthcare 10.53 15.42 10.53 11.90

p Industrials 10.16 10.58 9.59 12.17

Fund Cat Avg

0 5 10 15 20

Dividend and Capital Gains DistributionsDistributionDate

DistributionNAV

Long-TermCapital Gain

Short-TermCaptial Gain

Return ofCapital

DividendIncome

DistributionTotal

12-22-2016 44.95 0.0000 0.0000 0.0000 0.7400 0.740012-23-2015 45.72 0.5900 0.0000 0.0000 0.9700 1.560012-26-2014 47.56 0.0000 0.0000 0.0000 0.8200 0.820012-26-2013 48.37 0.0000 0.0000 0.0000 0.6100 0.610012-26-2012 40.90 0.0000 0.0000 0.0000 0.8400 0.8400

3 Year Average Morningstar Risk Measures

Risk vs. Category -Avg

Low Avg High

(312)

Return vs. Category High(312)

Pillars

Process ∞ PositivePerformance ∞ PositivePeople ∞ PositiveParent ∞ PositivePrice ∞ Positive

Rating Œ

Style Map

DeepVal

CoreVal

Core CoreGrow

HighGrow

Micro

Small

Medium

Large

Giant Weighted Averageof holdings

75% of fund’s stockholdings

Asset Allocation

Asset Class % Net

Cash 1.54US Stock 1.49Non US Stock 91.47Bond 1.76Other 3.74

ManagementStart Date

Mark E. Denning 12-31-1991Carl M. Kawaja 06-01-2001Nicholas J. Grace 06-01-2002Sung Lee 06-01-2002Jesper Lyckeus 06-01-2004Jonathan Knowles 06-01-2006Andrew B. Suzman 06-01-2007Christopher M.Thomsen 06-01-2007

Lawrence Kymisis 06-01-2014

Release date 01-11-2017

©2017 Morningstar. All Rights Reserved. Unless otherwise provided in a separate agreement, you may use this report only in the country in which its original distributor is based. Data as originally reported. Theinformation contained herein is not represented or warranted to be accurate, correct, complete, or timely. This report is for information purposes only, and should not be considered a solicitation to buy or sell any security.Redistribution is prohibited without written permission. To order reprints, call +1 312-696-6100. To license the research, call +1 312-696-6869. ß

®

Page 1 of 11Release date 01-11-2017


®

Page 1 of 11

21

Becker Value Equity Fund Institutional Class BVEIX Morningstar Analyst Rating´

NAV $ NAV Day Change % Yield TTM % Total Assets $ Mil Status Min. Inv. Load Expenses Morningstar Rating TM Category Investment Style

18.00 ]0.01 | 0.06 1.64 382.1 Open $250,000 None 0.68% QQQQ Large Value 1 Large Value

Growth of 10,000 01-10-2007 - 01-10-2017

5K

10K

15K

20K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Becker Value Equity FundInstitutional Class$19,965.27Large Value $16,549.96S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks long-term capital appreciation. The fund employs a value strategy and invests primarily in common andpreferred stocks whose market prices do not reflect their true values, as determined by the Advisor. The Advisor utilizes a bot-tom-up approach to stock selection, focusing on company fundamentals. The Advisor typically invests in companies with soundfundamentals that the Advisor believes are selling at discounted valuations and have low price-to-earnings ("P/E") ratios.



Growth of 10,000 10,084 9,955 12,701 12,453 19,077 19,979Fund 0.84 -0.45 27.01 7.59 13.79 7.17+/- S&P 500 TR USD -0.56 -1.03 6.36 -1.89 -0.56 0.05+/- Category -0.02 -0.24 3.92 0.39 1.31 1.60% Rank in Cat 50 71 18 43 20 —# of Funds in Cat 1,303 1,292 1,243 1,070 913 667* Currency is displayed in USD


Wal-Mart Stores Inc 2.72 68.40 USD 0.24 ] 60.20 - 75.19CSX Corp 2.68 37.95 USD 1.40 ] 21.33 - 38.11Morgan Stanley 2.50 43.45 USD 0.88 ] 21.16 - 44.13Apple Inc 2.47 119.85 USD 0.63 ] 89.47 - 119.73Wells Fargo & Co 2.34 54.42 USD -0.37 [ 43.55 - 58.02





a Technology 14.21 15.45 13.62 12.47

d Healthcare 13.41 13.86 11.22 12.84

o Energy 11.00 11.00 10.24 10.83


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-16-2016 17.98 1.0700 0.0000 0.0000 0.3100 1.380012-18-2015 15.86 1.1100 0.0000 0.0000 0.2400 1.360012-19-2014 18.96 1.2100 0.0000 0.0000 0.3500 1.570012-20-2013 18.01 1.2100 0.0000 0.0000 0.2100 1.430012-21-2012 14.53 0.0000 0.0000 0.0000 0.2300 0.2300


Risk vs. Category Avg

Low Avg High

(1088)

Return vs. Category +Avg(1088)

Pillars

Process ∞ PositivePerformance ∞ PositivePeople ∞ PositiveParent ¶ NeutralPrice ∞ Positive

Rating ´

Style Map

DeepVal

CoreVal

Core CoreGrow

HighGrow

Micro

Small

Medium

Large



Asset Allocation

Asset Class % Net



Patrick E. Becker 11-03-2003Stephen D. Laveson 11-03-2003Michael A. McGarr 11-03-2003Marian L. Kessler 12-31-2005Andy Murray 02-28-2014Thomas (T.J.)McConville 06-30-2014

Sid Parakh 04-11-2016



®



®

Page 1 of 11

22

BlackRock Equity Index -Collective F

Volatility Meter*The Investment volatility, when shown,is a function of the investment option'sMorningstar 3-year Risk Rating. The AssetCategory volatility is based on the averagestandard deviation of investment options inthis asset category.

Low Moderate High▲Asset Category

*For illustrative purposes only.The Asset Category volatility measure willalways be displayed. If the Investmentvolatility measure is not displayed, theinvestment may have fewer than three yearsof history or the data may not be available.

Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryLarge Blend

Large Cap

Period Ending: 09/30/2016

Total Net Assets (MM) Inception Date Data Effective Date$47,967.960 08/31/1973 09/30/2016

Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 1 of 4 123114BlackRock Equity Index - Collective F GP22/459255931

Investment Objective & StrategyThe Fund is an "index fund" that seeks investment results that correspond generally to the price andyield performance, before fees and expenses, of a particular index (its "Underlying Index"). The Fund isa collective investment trust maintained and managed by BlackRock Institutional Trust Company, N.A.("BTC"). The Fund shall be invested and reinvested in a portfolio of equity securities with the objectiveof approximating as closely as practicable the capitalization weighted total rate of return of that segmentof the United States market for publicly traded equity securities represented by the larger capitalizedcompanies. The criterion for selection of investments shall be the S&P 500 Index. BTC uses a "passive"or indexing approach to try to achieve the Fund's investment objective. Unlike many funds, the Funddoes not try to outperform the index it seeks to track and does not seek temporary defensive positionswhen markets decline or appear overvalued. BTC uses a replication indexing strategy to manage theFund. "Replication" is an indexing strategy in which the Fund generally invests in substantially all ofthe securities in its Underlying Index in approximately the same proportions as in the Underlying Index.When deemed appropriate by BTC and unless otherwise provided in the Fund's investment strategies,BTC may invest all or any portion of the Fund in one or more futures contracts, forward contracts orother similar assets for the purpose of acting as a temporary substitute for investment in securities. TheFund may invest through one or a series of collective investment trusts maintained and managed byBTC. In the event of a conflict between this summary description of the Fund's investment objective andprincipal investment strategies and the Trust Document under which the Fund was established, the TrustDocument will govern. For more information related to the Fund, please see the Fund's Trust Document,Profile and most recent audited financial statements.

Risk ProfileLarge-cap investments may be most appropriate for someone willing to accept some degree of marketvolatility in return for potential long-term capital growth. Stock investments tend to be more volatile thanbond, stable value or money market investments.

Asset Allocation1

% of AssetsU.S. Stock........................... 97.70Cash...................................... 1.20Non U.S. Stock...................... 0.60Other..................................... 0.50

Equity Sector Diversification% of Assets

Technology................................. 19.14Healthcare.................................. 14.66Financial Svc.............................. 14.26Consumer Cyclical...................... 11.12Industrials................................... 10.79Consumer Defensive.................. 10.02Energy.......................................... 7.33Communication Svc..................... 4.49Utilities.......................................... 3.19Basic Materials............................. 2.54Real Estate................................... 2.47

Largest Holdings% of Assets

Apple Inc. ..................................... 3.21Microsoft Corp. ............................ 2.37Exxon Mobil Corporation .............. 1.91Amazon.com Inc. ......................... 1.74Johnson & Johnson ..................... 1.70Facebook Inc. A ........................... 1.57Berkshire Hathaway Inc. B ........... 1.45General Electric Co. ..................... 1.40AT&T Inc. ..................................... 1.32JPMorgan Chase & Co ................ 1.27Percent of Total Net Assets 17.94%Portfolio Turnover (%) 4.61%

23

BlackRock Equity Index -Collective F




Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryLarge Blend

Large Cap

Period Ending: 09/30/2016


Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 2 of 4 123114BlackRock Equity Index - Collective F GP22/459255931

For more information about this investmentoption please go to www.blackrock.com.

Underlying Asset Allocations% of Assets

BlackRock Equity Index - Collective F.......................................................... 100.00

24

BlackRock Mid Cap Equity Index -Coll F




Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryMid-Cap Blend

Mid C

apPeriod Ending: 09/30/2016


Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 1 of 4 123114BlackRock Mid Cap Equity Index - Coll F GP22/459255932

Investment Objective & StrategyThe Fund is an "index fund" that seeks investment results that correspond generally to the price andyield performance, before fees and expenses, of a particular index (its "Underlying Index"). The Fund isa collective investment trust maintained and managed by BlackRock Institutional Trust Company, N.A.("BTC"). The Fund shall be invested and reinvested primarily in a portfolio of equity securities with theobjective of approximating as closely as practicable the capitalization weighted total rate of return of thesegment of the United States market for publicly traded equity securities. The criterion for selection ofinvestments shall be the Dow Jones U.S. Completion Total Stock Market Index. BTC uses a "passive" orindexing approach to try to achieve the Fund's investment objective. Unlike many funds, the Fund doesnot try to outperform the index it seeks to track and does not seek temporary defensive positions whenmarkets decline or appear overvalued. BTC uses a representative sampling indexing strategy to manageFund. "Representative sampling" is an indexing strategy that involves investing in a representativesample of securities that collectively has an investment profile similar to the Fund's Underlying Index.The securities selected are expected to have, in the aggregate, investment characteristics (based onfactors such as market capitalization and industry weightings), fundamental characteristics (such asreturn variability and yield) and liquidity measures similar to those of the Underlying Index. The Fund mayor may not hold all of the securities that are included in the Underlying Index. When deemed appropriateby BTC and unless otherwise provided in the Fund's investment strategies, BTC may invest all or anyportion of the Fund in one or more futures contracts, forward contracts or other similar assets for thepurpose of acting as a temporary substitute for investment in securities. The Fund may invest throughone or a series of collective investment trusts maintained and managed by BTC. In the event of a conflictbetween this summary description of the Fund's investment objective and principal investment strategiesand the Trust Document under which the Fund was established, the Trust Document will govern. Formore information related to the Fund, please see the Fund's Trust Document, Profile and most recentaudited financial statements.

Risk ProfileMid-cap investments may be most appropriate for someone willing to accept a higher degree of marketvolatility in exchange for greater potential returns over time. Stock investments tend to be more volatilethan bond, stable value or money market investments. Equity securities of medium-sized companiesmay be more volatile than securities of larger, more established companies.

Asset Allocation1

% of AssetsU.S. Stock........................... 96.40Cash...................................... 2.10Other..................................... 1.30Non U.S. Stock...................... 0.20


Industrials................................... 16.99Technology................................. 15.73Financial Svc.............................. 14.43Consumer Cyclical..................... 13.40Real Estate................................. 11.49Healthcare.................................... 7.84Basic Materials............................. 5.47Utilities.......................................... 5.04Consumer Defensive.................... 4.69Energy.......................................... 4.38Communication Svc..................... 0.54


IDEXX Laboratories Inc ............... 0.65Duke Realty Corp ........................ 0.62The WhiteWave Foods Co ........... 0.62Ingredion Inc ................................ 0.62ResMed Inc .................................. 0.59Synopsys Inc ............................... 0.58Cdk Global Select L P 144A ........ 0.56

25

BlackRock Mid Cap Equity Index -Coll F




Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryMid-Cap Blend

Mid C



Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 2 of 4 123114BlackRock Mid Cap Equity Index - Coll F GP22/459255932


Alexandria Real Estate Equities Inc..................................................... 0.55Alleghany Corp ............................ 0.52Ansys Inc ..................................... 0.52Percent of Total Net Assets 5.83%Portfolio Turnover (%) 22.16%



BlackRock Mid Cap Equity Index - Coll F.................................................... 100.00

26

BlackRock Russell 2000 IndexColl F




Asset CategorySmall Blend

Small C



Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 1 of 3 123114BlackRock Russell 2000 Index Coll F GP22/459255933

Investment Objective & StrategyThe BGI Russell 2000 Stock Index Fund seeks to match the performance of the Russell 2000 Index byinvesting in a diversified sample of the stocks that make up the index. The Index is comprised of the2000 smallest companies in the Russell 3000(R) Index and represents approximately 8% of the totalmarket capitalization of the Russell 3000 Index. The Russell 3000 Index represents 98% of the total USEquity market Capitalization.

Risk ProfileSmall-cap investments may be most appropriate for someone willing to accept a high degree of marketvolatility in exchange for greater potential returns over time. Stock investments tend to be more volatilethan bond, stable value or money market investments. Equity securities of small-sized companies maybe more volatile than securities of larger, more established companies.

Asset Allocation1

% of AssetsU.S. Stock........................... 94.30Cash...................................... 3.90Non U.S. Stock...................... 1.00Other..................................... 0.80


Technology................................. 17.57Financial Svc.............................. 16.38Industrials................................... 14.28Healthcare.................................. 13.20Consumer Cyclical..................... 12.34Real Estate................................... 9.19Basic Materials............................. 5.70Utilities.......................................... 3.84Consumer Defensive.................... 3.51Energy.......................................... 2.79Communication Svc..................... 1.20


Microsemi Corp. ........................... 0.26Advanced Micro Devices Inc ........ 0.25Gramercy PPTY TR ..................... 0.23Curtiss-Wright Corp. ..................... 0.22Idacorp Inc. .................................. 0.22Healthcare Realty Trust Inc. ......... 0.22Aspen Technology Inc .................. 0.21Cavium Inc ................................... 0.21Cepheid ........................................ 0.21Fair Isaac Corp. ........................... 0.21Percent of Total Net Assets 2.24%Portfolio Turnover (%) 18.86%



BlackRock Russell 2000 Index Coll F.......................................................... 100.00

27

BlackRock US Debt Index FundColl F




Morningstar StyleFixed IncomeCredit Quality / Interest RateSensitivityModerate Sensitivity High Quality

High

Med

Low

Ltd Mod Ext

Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryIntermediate-Term Bond

BondPeriod Ending: 09/30/2016

Administrative Fee Total Net Assets (MM) Inception Date Data Effective Date.02% $9,328.180 06/03/1996 09/30/2016

Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 1 of 4 123114BlackRock US Debt Index Fund Coll F GP22/459255934

Investment Objective & StrategyThe Fund is an "index fund" that seeks investment results that correspond generally to the price andyield performance, before fees and expenses, of a particular index (its "Underlying Index"). The Fundis a collective investment trust maintained and managed by BlackRock Institutional Trust Company,N.A. ("BTC"). The Fund shall be invested and reinvested primarily in a portfolio of debt securities withthe objective of approximating as closely as practicable the total rate of return of the market for debtsecurities as defined by the Barclays U.S. Aggregate Bond Index. BTC uses a "passive" or indexingapproach to try to achieve the Fund's investment objective. Unlike many funds, the Fund does not try tooutperform the index it seeks to track and does not seek temporary defensive positions when marketsdecline or appear overvalued. BTC uses a representative sampling indexing strategy to manage theFund. Representative sampling" is an indexing strategy that involves investing in a representative sampleof securities that collectively has an investment profile similar to the Underlying Index. The securitiesselected are expected to have, in the aggregate, investment characteristics (based on factors such asmarket capitalization and industry weightings), fundamental characteristics (such as return variability andyield) and liquidity measures similar to those of the Underlying Index. The Fund may or may not holdall of the securities that are included in the Underlying Index. When deemed appropriate by BTC andunless otherwise provided in the Fund's investment strategies, BTC may invest all or any portion of theFund in one or more futures contracts, forward contracts or other similar assets for the purpose of actingas a temporary substitute for investment in securities. The Fund may invest through one or a series ofcollective investment trusts maintained and managed by BTC. In the event of a conflict between thissummary description of the Fund's investment objective and principal investment strategies and the TrustDocument under which the Fund was established, the Trust Document will govern. For more informationrelated to the Fund, please see the Fund's Trust Document, Profile and most recent audited financialstatements.

Risk ProfileBond investments may be most appropriate for someone seeking greater potential income than with amoney market or stable value investment and willing to accept a higher degree of risk. The investor mayalso desire to balance more aggressive investments with one providing potentially steady income. A bondfund's yield, share price and total return change daily and are based on changes in interest rates, marketconditions, economic and political news, and the quality and maturity of its investments. In general, bondprices fall when interest rates rise and vice versa.

Asset Allocation1

% of AssetsFixed Income....................... 89.90Cash...................................... 9.80Other..................................... 0.30

Bond Sector Diversification% of Assets

Government................................ 37.44Corporate.................................... 28.50Securitized.................................. 23.63Municipal...................................... 0.63


Cash ............................................. 9.80

Credit Quality - Bond2,3

% of AssetsAAA............................................ 71.00AA................................................. 4.00A................................................. 11.00BBB............................................ 14.00

Bond CharacteristicsAverage Effective Duration..... 5.26 yrsEffective Maturity.................... 7.53 yrs

28

BlackRock US Debt Index FundColl F




Morningstar StyleFixed IncomeCredit Quality / Interest RateSensitivityModerate Sensitivity High Quality

High

Med

Low

Ltd Mod Ext

Fund IssuerBlackRock Institutional TrustCompany, N.A.Portfolio ManagersBlackRock Institutional TrustCompany, NAAsset CategoryIntermediate-Term Bond

BondPeriod Ending: 09/30/2016

Administrative Fee Total Net Assets (MM) Inception Date Data Effective Date.02% $9,328.180 06/03/1996 09/30/2016

Please consider the investment objectives, risks, fees and expenses carefully before investing. For this and other important information aboutinvestments offered through your Plan, you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents fromyour registered representative or Plan website. Read them carefully before investing.The gross and net expense ratio, if shown, reflect the most current data available at the time of production, which may differ from the data effective date. The Netexpense ratio shown is net of any fee waivers or expense reimbursements.FUNDOV 11/15/2016 Page 2 of 4 123114BlackRock US Debt Index Fund Coll F GP22/459255934



BlackRock US Debt Index Fund Coll F........................................................ 100.00

29

DFA Inflation-Protected Securities Portfolio Institutional Class DIPSX Morningstar Analyst Rating—

NAV $ NAV Day Change % Yield TTM % Total Assets $ Bil Status Min. Inv. Load Expenses Morningstar Rating TM Category Investment Style

11.75 ]0.01 | 0.09 1.74 3.7 Open — None 0.12% QQQQQ Inflation-ProtectedBond

0

Growth of 10,000 01-10-2007 - 01-10-2017

10K

12K

14K

16K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

DFA Inflation-ProtectedSecurities PortfolioInstitutional Class$15,663.33Inflation-Protected Bond$13,981.60BBgBarc US Agg Bond TRUSD $15,293.61

Investment Strategy

The investment seeks to provide inflation protection and earn current income consistent with inflation-protected securities. As anon-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in inflation-protec-ted securities. Inflation-protected securities (also known as inflation-indexed securities) are securities whose principal and/orinterest payments are adjusted for inflation, unlike conventional debt securities that make fixed principal and interest pay-ments.



Growth of 10,000 10,060 10,076 10,438 10,585 10,447 15,695Fund 0.60 0.76 4.38 1.91 0.88 4.61+/- BBgBarc US Agg BondTR USD

0.22 -0.12 2.00 -1.00 -1.44 0.26

+/- Category 0.18 0.02 -0.35 0.87 0.46 1.13% Rank in Cat 13 41 50 12 17 4# of Funds in Cat 240 240 232 188 165 106* Currency is displayed in USD

Top Holdings 11-30-2016Weight % Maturity Date Amount Mil Value Mil

T US Treasury Note 7.75 01-15-2022 278.92 279.25


T US Treasury TIP 6.49 01-15-2023 235.64 233.91


T US Treasury Bond 6.16 04-15-2029 161.16 221.74


T Increase Y Decrease R New to Portfolio

Top Sectors 11-30-2016Fund BMark Cat Avg

U.S. Treasury Inflation-Protected 99.72 — 0.04U.S. Treasury 0.00 — 79.98Non U.S. Treasury 0.00 — 2.04Non U.S. Inflation-Protected 0.00 — 6.64Government-Related 0.00 — 6.65

Fund Cat Avg

0 30 60 90 120


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-14-2016 11.54 0.0300 0.0000 0.0000 0.0800 0.110009-29-2016 12.15 0.0000 0.0000 0.0000 0.0700 0.070006-29-2016 12.07 0.0000 0.0000 0.0000 0.0600 0.060012-15-2015 11.37 0.0100 0.0000 0.0000 0.0000 0.010009-09-2015 11.50 0.0000 0.0000 0.0000 0.0700 0.0700


Risk vs. Category +Avg

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Rating .

Style Map 11-30-2016

Ltd Mod Ext

HighM

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Bond Statistics Value

Average Effective Duration (Years) 7.81Average Effective Maturity (Years) 8.41Average Credit Quality AAAAverage Weighted Coupon 1.27Average Weighted Price 109.13

Asset Allocation

Asset Class % Net



David A. Plecha 09-18-2006Joseph F. Kolerich 02-28-2012Alan R. Hutchison 02-28-2016



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30

Metropolitan West Total Return Bond Fund Plan Class MWTSX Morningstar Analyst RatingŒ


9.94 [0.00 | 0.00 1.95 78.9 Open $25 mil None 0.38% QQQQ Intermediate-TermBond

0

Growth of 10,000 01-10-2007 - 01-10-2017

10K

12K

15K

18K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Metropolitan West TotalReturn Bond Fund Plan Class$17,526.35Intermediate-Term Bond$14,653.78BBgBarc US Agg Bond TRUSD $15,293.61

Investment Strategy

The investment seeks to maximize long-term total return. The fund pursues its objective by investing, under normal circum-stances, at least 80% of its net assets in investment grade fixed income securities or unrated securities that are determined bythe Adviser to be of similar quality. Up to 20% of the fund's net assets may be invested in securities rated below investmentgrade. The fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities itregards as bonds.



Growth of 10,000 10,035 10,088 10,249 10,871 12,245 17,562Fund 0.35 0.88 2.49 2.82 4.13 5.79+/- BBgBarc US Agg BondTR USD

-0.03 0.01 0.11 -0.09 1.81 1.44

+/- Category -0.07 0.03 -0.67 0.18 1.43 1.63% Rank in Cat 74 50 61 40 5 —# of Funds in Cat 1,025 1,017 961 848 738 530* Currency is displayed in USD

Top Holdings 09-30-2016Weight % Maturity Date Amount Mil Value Mil

R US Treasury Note 1.125% 5.66 07-31-2021 4,588.41 4,582.50

R US Treasury Note 0.75% 3.80 07-31-2018 3,079.43 3,079.22

R US Treasury Bond 2.25% 3.10 08-15-2046 2,558.07 2,511.80

R Fed Natl Mort Assc 3% 2.96 10-15-2046 2,307.33 2,398.27

R Fed Natl Mort Assc 2.5% 2.14 10-15-2031 1,670.15 1,730.00


T Increase Y Decrease R New to Portfolio

Top Sectors 09-30-2016Fund BMark Cat Avg

U.S. Treasury 24.21 — 19.63Corporate Bond 20.25 — 27.66Agency MBS Pass-Through 14.99 — 12.81Commercial MBS 10.45 — 13.26Asset-Backed 7.21 — 3.58

Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-12-2016 9.88 0.0200 0.1400 0.0000 0.0200 0.170011-30-2016 10.07 0.0000 0.0000 0.0000 0.0100 0.010010-31-2016 10.30 0.0000 0.0000 0.0000 0.0200 0.020009-30-2016 10.38 0.0000 0.0000 0.0000 0.0100 0.010008-31-2016 10.39 0.0000 0.0000 0.0000 0.0200 0.0200



Low Avg High

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Pillars


Rating Œ

Style Map 09-30-2016

Ltd Mod Ext

HighM

edLow

Bond Statistics Value

Average Effective Duration (Years) 4.91Average Effective Maturity (Years) 7.01Average Credit Quality BBBAverage Weighted Coupon 2.74Average Weighted Price 98.55

Asset Allocation

%Net

%Short

%Long

Benchmark

CatAvg

Cash -7.75 14.98 7.23 — 5.79US Stock 0.00 0.00 0.00 — 0.02Non US Stock 0.00 0.00 0.00 — -0.03Bond 106.65 0.10 106.75 — 93.50Other 1.10 0.01 1.11 — 0.72


Stephen M. Kane 03-31-1997Laird R. Landmann 03-31-1997Tad Rivelle 03-31-1997Bryan T. Whalen 12-31-2004



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31

MFS Growth Fund Class R6 MFEKX Morningstar Analyst Rating„


76.93 ]0.03 | 0.04 0.11 13.6 Open — None 0.62% QQQQ Large Growth 7 Large Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

11K

17K

23K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

MFS Growth Fund Class R6$22,758.81Large Growth $18,972.35S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks capital appreciation. The fund normally invests in equity securities. Equity securities include commonstocks and other securities that represent an ownership interest (or right to acquire an ownership interest) in a company or oth-er issuer. The adviser focuses on investing the fund's assets in the stocks of companies it believes to have above average earn-ings growth potential compared to other companies (growth companies).



Growth of 10,000 10,281 10,134 11,209 12,334 19,311 22,575Fund 2.81 1.34 12.09 7.24 14.07 8.48+/- S&P 500 TR USD 1.40 0.76 -8.56 -2.24 -0.28 1.37+/- Category 0.02 0.03 -1.38 0.60 1.19 1.37% Rank in Cat 44 45 63 44 25 —# of Funds in Cat 1,492 1,484 1,436 1,289 1,131 792* Currency is displayed in USD


Facebook Inc A 4.46 125.78 USD 1.15 ] 89.37 - 133.50

Y Amazon.com Inc 4.20 798.67 USD 0.37 ] 474.00 - 847.21Alphabet Inc A 3.77 828.26 USD 0.29 ] 672.66 - 839.00Visa Inc Class A 3.64 81.46 USD 0.17 ] 66.12 - 83.96

T Microsoft Corp 3.43 63.16 USD 0.90 ] 48.03 - 64.10




a Technology 29.72 29.72 21.27 28.47


p Industrials 12.53 12.53 10.03 9.85

d Healthcare 12.36 20.91 12.36 16.63


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-20-2016 76.09 1.1600 0.0000 0.0000 0.0000 1.160006-30-2016 74.19 0.0300 0.0000 0.0000 0.0800 0.110012-17-2015 74.17 2.5400 0.0000 0.0000 0.0000 2.540006-30-2015 74.07 0.1600 0.0000 0.0000 0.0000 0.160012-18-2014 71.66 2.6400 0.0000 0.0000 0.0000 2.6400



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Asset Allocation

%Net

%Short

%Long

Benchmark

CatAvg

Cash 3.38 0.06 3.44 0.00 2.34US Stock 95.00 0.00 95.00 99.22 92.36Non US Stock 1.62 0.00 1.62 0.78 5.15Bond 0.00 0.00 0.00 0.00 0.07Other 0.00 0.00 0.00 0.00 0.08


Eric B. Fischman 04-02-2002Matthew D. Sabel 04-30-2014



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32

MFS International New Discovery Fund Class R6 MIDLX Morningstar Analyst Rating„


28.14 [-0.02 | -0.07 1.69 4.7 Open — None 0.95% QQQ Foreign Small/MidGrowth

8 Mid Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

9K

12K

16K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

MFS International NewDiscovery Fund Class R6$15,463.20Foreign Small/Mid Growth$14,164.83MSCI ACWI Ex USA NR USD$11,404.03

Investment Strategy

The investment seeks capital appreciation. The fund normally invests its assets primarily in foreign equity securities, includingemerging market equity securities. Equity securities include common stocks and other securities that represent an ownershipinterest (or right to acquire an ownership interest) in a company or other issuer. The fund may invest a large percentage of thefund's assets in issuers in a single country, a small number of countries, or a particular geographic region.




-0.90 -0.37 -6.54 1.62 3.40 3.11

+/- Category -0.58 -0.47 2.98 1.13 -0.36 1.02% Rank in Cat 81 68 16 29 — —# of Funds in Cat 130 130 118 107 97 55* Currency is displayed in USD


Bunzl PLC 2.88 — USD 0.38 ] 1,722.00 - 2,587.89Amadeus IT Group SA A 1.74 43.75 USD -0.13 [ 32.29 - 45.24OBIC Co Ltd 1.67 — USD -0.77 [ 4,815.00 - 6,390.00

Y Dollarama Inc 1.36 97.94 USD -0.18 [ 70.29 - 104.94Paddy Power Betfair PLC 1.27 100.50 USD -0.64 [ 91.00 - 335.57





s Consumer Defensive 19.64 19.64 16.23 10.54

a Technology 13.28 14.59 11.56 15.37

p Industrials 12.74 14.70 12.74 16.87


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-13-2016 27.90 0.3000 0.0000 0.0000 0.4800 0.780012-10-2015 28.25 0.0000 0.0000 0.0000 0.3500 0.350012-11-2014 27.74 0.0000 0.0000 0.0000 0.4100 0.410012-10-2013 28.38 0.0000 0.0000 0.0000 0.3900 0.390012-11-2012 24.29 0.0000 0.0000 0.0000 0.3200 0.3200



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Asset Allocation

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Benchmark

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David A. Antonelli 10-09-1997Peter F. Fruzzetti 12-31-2004José Luis García 10-17-2007Robert W. Lau 07-31-2008



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33

Oppenheimer Global Fund Class I OGLIX Morningstar Analyst Rating„


76.75 [-0.09 | -0.12 1.14 8.8 Open $1 mil None 0.71% QQQ World Stock 7 Large Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

9K

13K

16K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Oppenheimer Global FundClass I $15,784.58World Stock $14,444.98MSCI ACWI Ex USA NR USD$11,404.03

Investment Strategy

The investment seeks capital appreciation. The fund invests mainly in common stock of U.S. and foreign companies. It can in-vest without limit in foreign securities and can invest in any country, including countries with developing or emerging markets.However, the fund currently emphasizes its investments in developed markets such as the United States, Western Europeancountries and Japan. It does not limit its investments to companies in a particular capitalization range, but primarily invests inmid- and large-cap companies. The fund normally will invest in at least three countries (one of which may be the United States).




0.61 -0.79 -1.99 4.23 5.87 3.27

+/- Category 0.78 0.02 -2.66 0.65 1.78 0.71% Rank in Cat 13 45 72 36 — —# of Funds in Cat 1,102 1,099 1,002 839 660 365* Currency is displayed in USD


Y S&P Global Inc 3.51 111.60 USD 0.22 ] 78.55 - 128.40

Y Aetna Inc 3.29 122.76 USD 0.05 ] 92.42 - 136.50Citigroup Inc 2.89 59.70 USD -0.90 [ 34.52 - 61.63Murata Manufacturing Co Ltd 2.75 — USD 2.03 ] 10,365.00 - 16,445.00Alphabet Inc C 2.62 806.80 USD 0.23 ] 663.06 - 816.68




a Technology 25.52 25.52 21.34 17.43


p Industrials 16.09 16.09 12.30 11.54

d Healthcare 15.55 17.31 15.55 12.76


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-05-2016 74.43 0.0000 0.0000 0.0000 0.8500 0.850012-07-2015 75.62 3.3100 0.0500 0.0000 0.8800 4.240012-08-2014 77.77 3.8200 0.0000 0.0000 1.0200 4.840012-09-2013 76.44 2.2900 0.0000 0.0000 0.9700 3.260012-10-2012 63.22 0.1000 0.0000 0.0000 0.9600 1.0600



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Rajeev Bhaman 08-02-2004



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34

Fees and Expenses

12/31/16 9/30/16 Investment Management Fee 0.04%Number of Long Term Holdings 135 131 Participant Book Value Guarantee (Wrap) Fee 0.15%Market Value of Assets $98.45 MM $100.40 MM Total Fees 0.19%Book Value Liabilities (participant account balances) $99.97 MM $99.90 MMMarket Value of Assets to Book Value of Liabilities 98.5% 100.5%Average Life 4.1 Years 3.7 YearsAverage Duration 3.4 Years 2.7 YearsCredited Rate 1.65% 4Q 2016 1.60% 3Q 2016Next Quarter Credited Rate 1.66% 1Q 2017

Average Rating (S&P / Moody's / Fitch)

Fund Allocation(in millions)

Market Value

% of Portfolio

Market Value

% of Portfolio

AA+/AAA/AAA

12/31/16 9/30/16

Fund Characteristics

AA+/AAA/AAA

Pasadena Custom Stable Value FundQuarterly Statement as of

December 31, 2016

Non-Agency CMBS

Corporate Bonds15%

Cash2%

Agency MBS 45.86$ 46.6% 49.30$ 49.1%Agency CMO 7.66$ 7.8% 6.85$ 6.8%Agency CMBS 12.17$ 12.4% 10.98$ 10.9%Agency Securities 1.66$ 1.7% 1.73$ 1.7%Asset Backed Securities 3.57$ 3.6% 3.66$ 3.6%Non-Agency CMBS 10.13$ 10.3% 10.65$ 10.6%Corporate Bonds 14.93$ 15.2% 15.31$ 15.2%Total Market Value of Long Term Holdings 95.97$ 97.5% 98.48$ 98.1%Cash, Short term & Other 2.48$ 2.5% 1.92$ 1.9%Total Market Value of Assets 98.45$ 100.0% 100.40$ 100.0%

Agency MBS47%

Agency CMO8%

Agency CMBS12%

Agency Securities

2%

Asset Backed Securities

4%

10%

2For Plan Sponsor use only - Not for use with Plan Participants

Confidential - Do not disclose or disseminate35

Vanguard International Value Fund Investor Shares VTRIX Morningstar Analyst Rating´


32.48 ]0.06 | 0.19 2.29 8 Open $3,000 None 0.43% QQQ Foreign Large Value 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

5K

8K

10K

13K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Vanguard International ValueFund Investor Shares$11,153.06Foreign Large Value$10,527.41MSCI ACWI Ex USA NR USD$11,404.03

Investment Strategy

The investment seeks to provide long-term capital appreciation. The fund invests mainly in common stocks of companies loc-ated outside the United States that are considered by an advisor to be undervalued. Such stocks, called value stocks, often areout of favor in periods when investors are drawn to companies with strong prospects for growth. It invests in large-, mid-, andsmall-capitalization companies and is expected to diversify its assets in countries across developed and emerging markets. Thefund uses multiple investment advisors.



Growth of 10,000 10,230 10,049 11,425 9,374 13,412 11,266Fund 2.30 0.49 14.25 -2.13 6.05 1.20+/- MSCI ACWI Ex USA NRUSD

0.22 -1.40 0.42 -1.36 1.00 -0.25

+/- Category 0.33 -0.90 1.90 -0.39 0.57 1.03% Rank in Cat 24 94 27 55 41 23# of Funds in Cat 357 355 338 274 223 139* Currency is displayed in USD


Novartis AG 2.41 74.45 USD -1.26 [ 67.00 - 84.00Japan Tobacco Inc 1.91 — USD -0.67 [ 3,627.00 - 4,850.00Royal Dutch Shell PLC Class A 1.84 — USD 1.11 ] 1,256.00 - 2,286.00Taiwan Semiconductor ManufacturingCo Ltd

1.69 182.00 USD -1.09 [ 130.50 - 193.00

T Total SA 1.61 48.50 USD 0.56 ] 35.21 - 49.50





a Technology 14.06 14.06 10.11 6.78


p Industrials 11.91 12.24 10.76 11.40


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-23-2016 31.76 0.0000 0.0000 0.0000 0.7300 0.730012-18-2015 30.60 0.0000 0.0000 0.0000 0.6600 0.660012-26-2014 34.53 0.0000 0.0000 0.0000 0.9500 0.950012-26-2013 36.95 0.0000 0.0000 0.0000 0.7000 0.700012-26-2012 31.03 0.0000 0.0000 0.0000 0.8200 0.8200



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Process ∞ PositivePerformance ¶ NeutralPeople ∞ PositiveParent ∞ PositivePrice ∞ Positive

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Sandy Nairn 05-16-2008Michael A. Bennett 05-28-2010Michael G. Fry 05-28-2010A. Rama Krishna 08-02-2012Steven Morrow 08-02-2012



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36

Vanguard Small-Cap Growth Index Fund Institutional Shares VSGIX Morningstar Analyst Rating„


38.29 ]0.21 | 0.55 1.09 17 Open $5 None 0.07% QQQQ Small Growth 9 Small Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

11K

17K

23K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Vanguard Small-Cap GrowthIndex Fund InstitutionalShares $22,719.76Small Growth $18,836.17S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks to track the performance of a benchmark index that measures the investment return of small-capitaliza-tion growth stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP USSmall Cap Growth Index, a broadly diversified index of growth stocks of small U.S. companies. The advisor attempts to replic-ate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock inapproximately the same proportion as its weighting in the index.



Growth of 10,000 10,219 9,956 12,223 11,394 18,159 22,670Fund 2.19 -0.44 22.23 4.45 12.67 8.53+/- S&P 500 TR USD 0.79 -1.02 1.58 -5.03 -1.67 1.41+/- Category 0.31 0.02 -0.83 0.43 0.57 1.18% Rank in Cat 37 45 53 47 38 19# of Funds in Cat 692 689 657 592 525 386* Currency is displayed in USD


T Diamondback Energy Inc 0.62 103.47 USD 0.77 ] 55.48 - 113.23

T SVB Financial Group 0.61 176.60 USD 0.36 ] 77.87 - 179.97

T Domino's Pizza Inc 0.60 169.03 USD 1.61 ] 101.01 - 172.62

T The Middleby Corp 0.58 133.86 USD 1.12 ] 79.11 - 143.60

T HD Supply Holdings Inc 0.58 42.25 USD 0.62 ] 21.26 - 44.20




a Technology 21.47 21.50 21.01 24.90

u Real Estate 15.27 15.27 14.45 3.93


p Industrials 14.69 15.81 14.19 17.07

d Healthcare 13.66 16.89 13.66 17.25

Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-21-2016 37.89 0.0000 0.0000 0.0000 0.1800 0.180009-19-2016 36.67 0.0000 0.0000 0.0000 0.0900 0.090006-13-2016 34.51 0.0000 0.0000 0.0000 0.1000 0.100003-14-2016 32.60 0.0000 0.0000 0.0000 0.0400 0.040012-22-2015 34.07 0.0000 0.0000 0.0000 0.1300 0.1300



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Gerard C. O’Reilly 12-30-2004William A. Coleman 04-27-2016



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37

Vanguard Target Retirement 2015 Fund Investor Shares VTXVX Morningstar Analyst RatingŒ


14.64 ]0.01 | 0.07 1.95 17 Open $1,000 None 0.14% QQQQQ Target-Date 2015 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

7K

10K

14K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Vanguard Target Retirement2015 Fund Investor Shares$16,229.28Target-Date 2015 $14,180.44Morningstar Mod Tgt RiskTR USD $16,914.66



Growth of 10,000 10,090 10,074 11,005 11,338 14,079 16,242Fund 0.90 0.74 10.05 4.27 7.08 4.97+/- Morningstar Mod TgtRisk TR USD

-0.18 0.04 -3.55 0.11 -0.24 -0.44

+/- Category -0.05 0.02 -0.09 0.88 0.66 0.66% Rank in Cat 63 37 59 16 32 5# of Funds in Cat 142 136 129 90 68 23* Currency is displayed in USD


T Vanguard Total Bond Market II Idx Inv 30.65 10.65 USD -0.09 [ 10.53 - 11.14

Y Vanguard Total Stock Mkt Idx Inv 27.90 56.88 USD 0.12 ] 45.03 - 57.17

T Vanguard Total Intl Stock Index Inv 18.35 15.05 USD 0.20 ] 12.76 - 15.46

Y Vanguard Total Intl Bd Idx Investor 13.28 10.80 USD 0.00 [ 10.60 - 11.23

Y Vanguard Shrt-Term Infl-Prot Sec IdxInv

9.82 24.64 USD 0.00 [ 24.16 - 24.86





a Technology 15.25 15.25 14.38 17.12

p Industrials 11.70 11.96 11.61 10.78


d Healthcare 11.44 12.99 11.44 12.50

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg

Government 58.25 63.67 35.76Agency Mortgage-Backed 11.39 3.29 12.07Government-Related 3.75 0.37 3.08Commercial MBS 1.70 0.73 3.61Asset-Backed 0.42 0.01 3.05

Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 14.49 0.3000 0.0000 0.0000 0.2900 0.600012-29-2015 14.33 0.6900 0.0100 0.0000 0.3000 1.000012-29-2014 15.38 0.1400 0.0300 0.0000 0.2800 0.450012-26-2013 14.73 0.0900 0.0000 0.0000 0.2600 0.350012-28-2012 13.29 0.0000 0.0200 0.0000 0.3000 0.3200



Low Avg High

(91)


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Rating Œ

Investment Strategy

The investment seeks to provide capital appreciation andcurrent income consistent with its current asset allocation.The fund invests in other Vanguard mutual funds accordingto an asset allocation strategy designed for investors plan-ning to retire and leave the workforce in or within a fewyears of 2015 (the target year). The fund's asset allocationwill become more conservative over time, meaning that thepercentage of assets allocated to stocks will decrease whilethe percentage of assets allocated to bonds and other fixedincome investments will increase.

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William A. Coleman 02-22-2013Walter Nejman 02-22-2013



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38

Vanguard Target Retirement 2020 Fund Investor Shares VTWNX Morningstar Analyst RatingŒ



Growth of 10,000 01-10-2007 - 01-10-2017

7K

10K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





-0.01 0.08 -1.77 0.56 0.70 -0.28

+/- Category 0.04 0.05 1.26 1.30 1.66 1.28% Rank in Cat 42 29 27 3 9 4# of Funds in Cat 249 243 221 177 146 67* Currency is displayed in USD





T Vanguard Total Intl Bd Idx Investor 11.96 10.80 USD 0.00 [ 10.60 - 11.23

T Vanguard Shrt-Term Infl-Prot Sec IdxInv

2.38 24.64 USD 0.00 [ 24.16 - 24.86





a Technology 15.25 15.25 14.39 16.09

p Industrials 11.70 11.79 11.61 10.98


d Healthcare 11.44 12.99 11.44 12.12

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 28.21 0.2100 0.0100 0.0000 0.5600 0.780012-29-2015 27.40 0.4800 0.0500 0.0000 0.5900 1.130012-29-2014 28.67 0.0000 0.0400 0.0000 0.5400 0.580012-26-2013 27.00 0.0100 0.0000 0.0000 0.4800 0.490012-28-2012 23.63 0.0000 0.0300 0.0000 0.5100 0.5300



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39

Vanguard Target Retirement 2025 Fund Investor Shares VTTVX Morningstar Analyst RatingŒ


16.54 ]0.01 | 0.06 1.99 32 Open $1,000 None 0.15% QQQQ Target-Date 2025 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

6K

10K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.09 0.10 -0.45 0.74 1.37 -0.25

+/- Category -0.03 0.07 1.00 1.13 1.19 1.03% Rank in Cat 55 24 31 5 19 7# of Funds in Cat 216 210 193 148 111 33* Currency is displayed in USD










a Technology 15.26 15.26 14.37 16.43

p Industrials 11.70 11.96 11.61 10.89


d Healthcare 11.45 12.98 11.45 12.24

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 16.32 0.1100 0.0000 0.0000 0.3300 0.440012-29-2015 15.79 0.4000 0.0400 0.0000 0.3400 0.780012-29-2014 16.67 0.0100 0.0200 0.0000 0.3200 0.350012-26-2013 15.68 0.0000 0.0200 0.0000 0.2900 0.300012-28-2012 13.46 0.0000 0.0100 0.0000 0.3000 0.3100



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40

Vanguard Target Retirement 2030 Fund Investor Shares VTHRX Morningstar Analyst RatingŒ



Growth of 10,000 01-10-2007 - 01-10-2017

6K

10K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.26 0.09 0.77 0.90 2.01 -0.25











a Technology 15.28 15.28 14.37 15.94

p Industrials 11.70 11.96 11.61 10.85


d Healthcare 11.46 12.98 11.46 12.04

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 29.17 0.0800 0.0400 0.0000 0.5800 0.700012-29-2015 28.04 0.3800 0.0500 0.0000 0.6000 1.030012-29-2014 29.32 0.0000 0.0300 0.0000 0.5600 0.590012-26-2013 27.51 0.0000 0.0300 0.0000 0.4900 0.530012-28-2012 23.13 0.0000 0.0100 0.0000 0.5000 0.5100



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41

Vanguard Target Retirement 2035 Fund Investor Shares VTTHX Morningstar Analyst RatingŒ


17.99 ]0.02 | 0.11 1.99 25.0 Open $1,000 None 0.15% QQQQ Target-Date 2035 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

6K

9K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.34 0.06 1.96 1.03 2.63 -0.13

+/- Category -0.05 0.05 0.72 1.00 1.20 0.89% Rank in Cat 54 34 35 11 16 10# of Funds in Cat 216 210 193 148 111 33* Currency is displayed in USD










a Technology 15.27 15.27 14.45 16.40

p Industrials 11.70 11.96 11.49 10.78


d Healthcare 11.46 12.99 11.46 12.12

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 17.72 0.1300 0.0000 0.0000 0.3600 0.490012-29-2015 17.06 0.3900 0.0300 0.0000 0.3700 0.790012-29-2014 18.03 0.0000 0.0100 0.0000 0.3700 0.370012-26-2013 16.89 0.0000 0.0000 0.0000 0.3200 0.320012-28-2012 13.92 0.0000 0.0100 0.0000 0.3100 0.3100



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42

Vanguard Target Retirement 2040 Fund Investor Shares VFORX Morningstar Analyst RatingŒ


30.68 ]0.04 | 0.13 1.98 18.0 Open $1,000 None 0.16% QQQQQ Target-Date 2040 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

6K

9K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.48 0.09 3.23 1.10 2.99 0.06











a Technology 15.26 15.26 14.45 16.10

p Industrials 11.70 11.96 11.49 10.81


d Healthcare 11.45 12.99 11.45 11.91

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 30.18 0.1100 0.0200 0.0000 0.6000 0.720012-29-2015 28.86 0.1900 0.0400 0.0000 0.6100 0.850012-29-2014 30.11 0.0000 0.0200 0.0000 0.5700 0.590012-26-2013 28.15 0.0100 0.0000 0.0000 0.5000 0.510012-28-2012 22.88 0.0000 0.0100 0.0000 0.5000 0.5000



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43

Vanguard Target Retirement 2045 Fund Investor Shares VTIVX Morningstar Analyst RatingŒ



Growth of 10,000 01-10-2007 - 01-10-2017

6K

9K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.51 0.10 3.45 1.16 3.04 0.06











a Technology 15.26 15.26 14.35 16.35

p Industrials 11.70 11.96 11.61 10.63


d Healthcare 11.45 12.97 11.45 12.16

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 18.88 0.0800 0.0100 0.0000 0.3800 0.470012-29-2015 18.04 0.1800 0.0200 0.0000 0.3900 0.590012-29-2014 18.87 0.0000 0.0000 0.0000 0.3800 0.390012-26-2013 17.66 0.0000 0.0000 0.0000 0.3300 0.330012-28-2012 14.37 0.0000 0.0100 0.0000 0.3200 0.3200



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44

Vanguard Target Retirement 2050 Fund Investor Shares VFIFX Morningstar Analyst RatingŒ


30.88 ]0.05 | 0.16 1.93 10.2 Open $1,000 None 0.16% QQQQQ Target-Date 2050 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

6K

9K

13K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017





0.54 0.11 3.50 1.17 3.03 0.07











a Technology 15.26 15.26 14.46 16.00

p Industrials 11.70 11.96 11.49 10.88


d Healthcare 11.45 12.99 11.45 11.93

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg

Government 48.03 55.34 30.00Corporate 21.20 41.02 23.77Securitized 15.33 3.43 13.65Cash & Equivalents 14.86 0.22 31.87Municipal 0.58 0.00 0.39

Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 30.37 0.0300 0.0100 0.0000 0.5900 0.620012-29-2015 28.90 0.0400 0.0500 0.0000 0.5800 0.670012-29-2014 29.97 0.0000 0.0000 0.0000 0.6000 0.600012-26-2013 28.03 0.0000 0.0000 0.0000 0.5200 0.520012-28-2012 22.79 0.0000 0.0100 0.0000 0.4900 0.4900



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45

Vanguard Target Retirement 2055 Fund Investor Shares VFFVX Morningstar Analyst RatingŒ



Growth of 10,000 08-18-2010 - 01-10-2017

10K

13K

16K

19K

2011 2012 2013 2014 2015 2016 2017




Growth of 10,000 10,158 10,079 11,709 11,671 16,347 —Fund 1.58 0.79 17.09 5.29 10.33 —+/- Morningstar Mod TgtRisk TR USD

0.51 0.09 3.49 1.12 3.01 —

+/- Category -0.03 0.11 0.82 0.75 0.65 —% Rank in Cat 51 23 31 19 26 —# of Funds in Cat 214 208 191 122 81 1* Currency is displayed in USD


T Vanguard Total Stock Mkt Idx Inv 54.15 56.88 USD 0.12 ] 45.03 - 57.17








a Technology 15.24 15.24 14.34 15.50

p Industrials 11.70 11.79 11.61 10.83


d Healthcare 11.44 12.96 11.44 11.89

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 15 30 45 60


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 32.88 0.0000 0.0000 0.0000 0.6500 0.660012-29-2015 31.28 0.0100 0.0000 0.0000 0.5900 0.610012-29-2014 32.35 0.0000 0.0100 0.0000 0.5500 0.560012-26-2013 30.18 0.0000 0.0000 0.0000 0.4800 0.480012-28-2012 24.48 0.0100 0.0100 0.0000 0.4500 0.4600



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(121)

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46

Vanguard Target Retirement Income Fund Investor Shares VTINX Morningstar Analyst RatingŒ


12.89 [0.00 | 0.00 1.94 11 Open $1,000 None 0.14% QQQQ Target-DateRetirement

4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

8K

11K

14K

17K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Vanguard Target RetirementIncome Fund Investor Shares$16,191.98Target-Date Retirement$14,454.29Morningstar Mod Tgt RiskTR USD $16,914.66




-0.45 0.01 -6.14 -0.55 -2.47 -0.46

+/- Category -0.15 0.01 -0.24 0.87 0.58 1.30% Rank in Cat 80 39 60 10 29 11# of Funds in Cat 181 175 171 133 113 58* Currency is displayed in USD




Y Vanguard Shrt-Term Infl-Prot Sec IdxInv

16.83 24.64 USD 0.00 [ 24.16 - 24.86







a Technology 15.28 15.28 14.41 15.65

p Industrials 11.70 11.96 11.49 11.24


d Healthcare 11.46 12.96 11.46 11.88

Fund Cat Avg

0 5 10 15 20

Fund BMark Cat Avg


Fund Cat Avg

0 20 40 60 80


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 12.78 0.0400 0.0000 0.0000 0.1000 0.140009-19-2016 12.96 0.0000 0.0000 0.0000 0.0500 0.050006-20-2016 12.80 0.0000 0.0000 0.0000 0.0600 0.060003-18-2016 12.64 0.0000 0.0000 0.0000 0.0400 0.040012-29-2015 12.50 0.2000 0.0100 0.0000 0.0800 0.2900



Low Avg High

(133)


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Investment Strategy

The investment seeks to provide current income and somecapital appreciation. The fund invests in other Vanguard mu-tual funds according to an asset allocation strategy de-signed for investors currently in retirement. Its indirect bondholdings are a diversified mix of short-, intermediate-, andlong-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; inflation-protected public oblig-ations issued by the U.S. Treasury; mortgage-backed and as-set-backed securities; and government, agency, corporate,and securitized investment-grade foreign bonds issued incurrencies other than the U.S. dollar.

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47

Vanguard Total International Stock Index Fund Admiral Shares VTIAX Morningstar Analyst RatingŒ


25.18 ]0.05 | 0.20 2.93 232 Open $10,000 None 0.11% QQQ Foreign Large Blend 4 Large Blend

Growth of 10,000 01-10-2007 - 01-10-2017

5K

8K

10K

13K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Vanguard Total InternationalStock Index Fund AdmiralShares $11,326.18Foreign Large Blend$10,815.67MSCI ACWI Ex USA NR USD$11,404.03

Investment Strategy

The investment seeks to track the performance of a benchmark index that measures the investment return of stocks issued bycompanies located in developed and emerging markets, excluding the United States. The fund employs an indexing investmentapproach designed to track the performance of the FTSE Global All Cap ex US Index, a float-adjusted market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, ex-cluding the United States. The index includes approximately 5,715 stocks of companies located in 45 countries.



Growth of 10,000 10,223 10,134 11,437 9,888 13,070 11,437Fund 2.23 1.34 14.37 -0.37 5.50 1.35+/- MSCI ACWI Ex USA NRUSD

0.15 -0.56 0.54 0.40 0.45 -0.10

+/- Category 0.21 -0.23 4.69 0.90 -0.31 0.33% Rank in Cat 29 64 12 28 60 —# of Funds in Cat 812 799 749 595 529 327* Currency is displayed in USD


T Nestle SA 1.04 74.30 USD 0.00 [ 72.20 - 74.90

T Novartis AG 0.82 74.45 USD -1.26 [ 67.00 - 84.00

T Toyota Motor Corp 0.82 — USD 0.74 ] 4,917.00 - 7,355.00

T Roche Holding AG Dividend Right Cert. 0.80 240.80 USD -1.07 [ 218.30 - 269.30

T HSBC Holdings PLC 0.79 675.40 USD 0.60 ] 392.37 - 679.90





p Industrials 12.33 12.33 11.81 12.87



a Technology 9.53 9.53 8.52 9.27

Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-19-2016 24.48 0.0000 0.0000 0.0000 0.2100 0.210009-12-2016 25.24 0.0000 0.0000 0.0000 0.1500 0.150006-13-2016 23.58 0.0000 0.0000 0.0000 0.2900 0.290003-14-2016 23.84 0.0000 0.0000 0.0000 0.0800 0.080012-18-2015 23.87 0.0000 0.0000 0.0000 0.1900 0.1900



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Benchmark

CatAvg

Cash 2.73 0.01 2.74 0.00 1.85US Stock 0.91 0.00 0.91 0.93 3.19Non US Stock 95.96 0.00 95.96 98.93 94.81Bond 0.01 0.00 0.01 0.00 -0.19Other 0.40 0.00 0.40 0.15 0.34


Michael Perre 08-05-2008Michelle Louie 02-25-2016



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Page 1 of 11

48

Victory Integrity Small-Cap Value Fund Class R6 MVSSX Morningstar Analyst Rating—


38.83 ]0.42 | 1.09 0.35 2 Open — None 1.00% QQQ Small Value 3 Small Value

Growth of 10,000 01-10-2007 - 01-10-2017

5K

11K

16K

22K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Victory Integrity Small-CapValue Fund Class R6$22,158.95Small Value $19,335.77S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks to provide long-term capital growth. The Adviser pursues long-term capital growth in the fund by invest-ing, under normal circumstances, at least 80% of the fund's net assets in equity securities (i.e., common stocks, preferredstocks, convertible securities and rights and warrants) of small-capitalization companies. Small-capitalization companies meanthose companies with market capitalizations within the range of companies included in the Russell 2000® Index.



Growth of 10,000 10,052 9,830 13,548 12,699 19,549 22,159Fund 0.52 -1.70 35.48 8.29 14.35 8.28+/- S&P 500 TR USD -0.88 -2.28 14.83 -1.19 0.00 1.17+/- Category 0.04 -0.33 -0.57 1.33 1.12 1.38% Rank in Cat 46 67 52 35 — —# of Funds in Cat 433 428 402 344 305 195* Currency is displayed in USD


T Synovus Financial Corp 1.85 42.01 USD 0.19 ] 25.48 - 42.11

T United Community Banks Inc 1.72 29.22 USD 0.76 ] 15.74 - 30.47

Y Western Alliance Bancorp 1.58 49.65 USD 0.89 ] 26.60 - 50.72

T BankUnited Inc 1.30 36.90 USD 0.52 ] 27.85 - 38.55

T EMCOR Group Inc 1.28 67.98 USD -0.12 [ 40.98 - 73.44




y Financial Services 30.75 30.75 24.82 —

p Industrials 14.75 14.75 12.29 —

a Technology 13.27 14.21 13.27 —

t Consumer Cyclical 9.02 17.28 9.02 —

u Real Estate 7.12 9.60 7.12 —

Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 38.84 0.0000 0.0000 0.0000 0.1400 0.140012-29-2015 31.78 0.4600 0.0000 0.0000 0.0500 0.510012-27-2013 31.40 0.0000 0.0000 0.0000 0.0800 0.080012-27-2012 22.10 0.0000 0.0000 0.0000 0.0000 0.0000



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Asset Allocation

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Daniel G. Bandi 03-30-2004Daniel J. DeMonica 03-30-2004Adam I. Friedman 03-30-2004Joe A. Gilbert 03-30-2004J. Bryan Tinsley 03-30-2004



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Victory Munder Mid-Cap Core Growth Fund Class R6 MGOSX Morningstar Analyst Rating‰


36.22 ]0.18 | 0.50 0.00 4.4 Open — None 0.87% QQQ Mid-Cap Growth 8 Mid Growth

Growth of 10,000 01-10-2007 - 01-10-2017

5K

11K

16K

21K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Victory Munder Mid-CapCore Growth Fund Class R6$20,631.60Mid-Cap Growth $18,842.42S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks long-term capital appreciation. The Adviser pursues long-term capital appreciation in the fund by invest-ing, under normal circumstances, at least 80% of the fund's net assets in equity securities (i.e., common stocks, preferredstocks, convertible securities and rights and warrants) of mid-capitalization companies. Mid-capitalization companies meanthose companies with market capitalizations within the range of companies included in the S&P MidCap 400® Index.



Growth of 10,000 10,191 9,989 11,758 11,637 17,501 20,623Fund 1.91 -0.11 17.58 5.18 11.84 7.51+/- S&P 500 TR USD 0.51 -0.69 -3.08 -4.30 -2.50 0.39+/- Category -0.42 -0.43 1.09 0.43 0.28 0.50% Rank in Cat 70 63 34 45 — —# of Funds in Cat 663 658 636 581 497 363* Currency is displayed in USD


T SPDR® S&P MidCap 400 ETF 2.99 306.45 USD 0.33 ] 220.88 - 309.59

Y Ross Stores Inc 2.36 66.45 USD -0.48 [ 50.42 - 69.81

Y Reinsurance Group of America Inc 2.32 124.29 USD 0.55 ] 76.96 - 129.28

Y SVB Financial Group 2.18 176.60 USD 0.36 ] 77.87 - 179.97

Y Fidelity National Information ServicesInc

2.04 77.31 USD -0.50 [ 55.10 - 81.67




a Technology 17.00 20.48 14.69 —

t Consumer Cyclical 16.06 19.34 16.06 —

y Financial Services 14.76 15.21 14.09 —

d Healthcare 10.01 11.70 8.30 —

p Industrials 9.35 11.09 7.50 —

Fund Cat Avg

0 5 10 15 20


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-28-2016 35.67 4.4900 0.0000 0.0000 0.0000 4.490012-29-2015 37.78 3.7200 0.1600 0.0000 0.0000 3.880012-29-2014 43.44 4.6300 0.2000 0.0000 0.0300 4.850012-27-2013 42.89 0.7400 0.0400 0.0000 0.0100 0.8000



Low Avg High

(588)

Return vs. Category Avg(588)

Pillars

Process ¶ NeutralPerformance ¶ NeutralPeople ∞ PositiveParent ¶ NeutralPrice § Negative

Rating ‰

Style Map

DeepVal

CoreVal

Core CoreGrow

HighGrow

Micro

Small

Medium

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Asset Allocation

Asset Class % Net



Tony Y. Dong 02-01-2001Brian S. Matuszak 12-31-2005Gavin Hayman 02-18-2010Robert E. Crosby 02-14-2012Sean D. Wright 01-09-2014Robert D. Glise 09-14-2016



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Wells Fargo Special Mid Cap Value Fund - Class R6 WFPRX Morningstar Analyst Rating—


36.01 [-0.01 | -0.03 0.96 6 Open — None 0.76% QQQQQ Mid-Cap Value 2 Mid Value

Growth of 10,000 01-10-2007 - 01-10-2017

5K

11K

17K

24K

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Wells Fargo Special Mid CapValue Fund - Class R6$23,540.57Mid-Cap Value $19,664.66S&P 500 TR USD $19,923.24

Investment Strategy

The investment seeks long-term capital appreciation. The fund normally invests at least 80% of its net assets in equity securit-ies of medium-capitalization companies. It invests principally in equity securities of medium-capitalization companies, whichthe managers define as securities of companies with market capitalizations within the range of the Russell Midcap® Index atthe time of purchase.



Growth of 10,000 9,994 9,845 12,905 13,312 21,198 23,541Fund -0.06 -1.55 29.05 10.01 16.21 8.94+/- S&P 500 TR USD -1.46 -2.13 8.39 0.53 1.87 1.82+/- Category -1.17 -0.75 1.73 2.83 2.90 2.00% Rank in Cat 97 84 38 9 — —# of Funds in Cat 402 398 391 329 293 202* Currency is displayed in USD


Harris Corp 2.93 101.60 USD -0.18 [ 70.97 - 107.54

T Fidelity National Information ServicesInc

2.82 77.31 USD -0.50 [ 55.10 - 81.67

T Treehouse Foods Inc 2.49 71.53 USD 0.34 ] 62.64 - 104.53

Y Kohl's Corp 2.42 40.81 USD -1.04 [ 33.87 - 59.67

T Loews Corp 2.39 46.32 USD -0.37 [ 33.84 - 48.05





p Industrials 21.34 26.75 19.42 13.84

a Technology 11.30 14.12 11.24 11.59

o Energy 10.15 10.15 5.40 9.02


Fund Cat Avg

0 10 20 30 40


DistributionNAV



Return ofCapital

DividendIncome

DistributionTotal

12-14-2016 36.13 0.0000 0.0000 0.0000 0.3500 0.350012-09-2016 36.93 0.1300 0.0600 0.0000 0.0000 0.190012-16-2015 30.25 0.0000 0.0000 0.0000 0.2300 0.230012-11-2015 30.06 0.8600 0.2700 0.0000 0.0000 1.130012-16-2014 30.87 0.0000 0.0000 0.0000 0.2300 0.2300



Low Avg High

(337)


Pillars


Rating .

Style Map

DeepVal

CoreVal

Core CoreGrow

HighGrow

Micro

Small

Medium

Large



Asset Allocation

Asset Class % Net



Bryant VanCronkhite 01-22-2009James M. Tringas 03-26-2009



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51

CITY OF PASADENA

457 Deferred Compensation Plan Statement of Investment Policies and Guidelines

Revised February 20167

INTRODUCTION AND PURPOSE This statement is set forth to provide a clear understanding of the investment policies, guidelines and objectives related to the administration of the City of Pasadena 457 Deferred Compensation Plan (the Plan). Pursuant to Resolution 7705 and the amended and restated Plan, the Director of Finance serves as the named Trust Administrator (Administrator), for the Plan. The Administrator has assembled a Deferred Compensation Committee (the Committee) in order to provide assistance with the administration and oversight of the Plan. The Plan is a voluntary, salary deferral retirement plan available to eligible City of Pasadena employees who are interested in saving for retirement on a tax-deferred basis. The Plan’s purpose is to provide a vehicle for and to encourage additional retirement savings to supplement the retirement benefits provided to City employees. This Investment Policy Statement is further intended to assist the fiduciaries of the Plan in making investment-related decisions in a prudent manner. It outlines the underlying philosophies and processes for the selection, monitoring and evaluation of the investment options and investment providers utilized by the Plan. This Investment Policy Statement will be reviewed at least annually and it can be revised at any time to reflect changes in the capital markets, plan participant objectives, or other factors relevant to the Plan. The Plan Document for the Plan is the governing document and contains the specific Plan provisions and requirements for determining eligibility and operational processes for contributions and withdrawals. If any term or condition of this Investment Policy Statement conflicts with any term or condition in the Plan, the terms and conditions of the Plan as provided under the Plan Document shall control. SUMMARY OF RESPONSIBILITIES Plan Sponsor – The City of Pasadena is the Plan Sponsor. The Plan Sponsor’s responsibilities include but are not limited to: Adopting and amending the Plan Document; Approving Plan services contracts; Appointing the Committee members; and Designating other fiduciaries of the Plan.

Committee – The City of Pasadena Deferred Compensation Committee has responsibility for the operation and administration of the Plan in accordance with the terms of the Plan Document. It is the intent of the Committee to fulfill its fiduciary responsibilities with respect to the Plan solely in the interest of the participants and beneficiaries. The Committee members, as fiduciaries, are to perform their duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Deferred Compensation Committee’s responsibilities also include but are not limited to the following:

Selecting the investment design features of the Plan, including establishing the investment policy and objectives and the number and types of investment alternatives available to Plan participants;

Appointing, monitoring and evaluating all investment providers and managers in accordance with guidelines and benchmarks established within this document and consistent with applicable laws;

Selecting and monitoring other Plan service providers, including, but not limited to, the Plan record-keeper, trustee, investment consultants, accountants, and/or any other providers; and

City of Pasadena 457 Deferred Compensation Plan Statement of Investment Policies and Guidelines 1

Monitoring Plan costs which are charged to Plan assets and/or paid by Plan participants, including but not limited to investment management fees, custodial fees and fees paid to other plan service providers from Plan and/or participant assets.

Investment Consultant – The Committee may engage an independent investment consultant (hereinafter “Consultant”) to assist in carrying out the duties and responsibilities of this Investment Policy Statement. Such Consultant must be registered with either State or Federal securities regulators pursuant to the Investment Advisors Act of 1940. The Consultant’s role is to provide information various investment related issues. The Consultant has no discretionary control or authority over the Plan and its assets. In its role as an advisor to the Committee the Consultant acknowledges a fiduciary role with respect to the investment advice provided to the Committee. The services of the Consultant will be set forth in a separate agreement. Investment Provider – An entity that offers investment option products and manages assets for the Plan. Examples of investment option products offered by an investment provider may include mutual funds, commingled trust funds, separate accounts and/or variable annuity contracts. Investment Manager – The person(s) at the Investment Provider responsible for implementing an investment option’s investing strategy and managing its portfolio trading activities. Services Provider – An entity engaged to assist the Plan Sponsor and the Committee in regard to the administration of the Plan. This assistance includes Plan enrollment, communication, education, including providing general investment information to Plan participants regarding the procedures for making investment choices under the Plan. Additionally, the Services Provider should provide general information regarding each of the investment options offered under the Plan, required disclosures, distribution processing, record keeping and other administrative functions as prescribed in an agreement entered into between the Plan Sponsor and the Services Provider. GENERAL COMPLIANCE The Plan is designed in accordance with the requirements of Section 457 of the Internal Revenue Code of 1986 (hereinafter “Code”), as amended. Though the Employee Retirement Income Security Act (ERISA) does not apply directly to the Plan, the Committee nevertheless intends to structure the Plan to contain certain features of a “404(c) Plan” within the meaning of the Department of Labor regulations under Section 404(c) of ERISA. The Plan participants will be solely responsible for the investment decisions and investment transactions that they make under this Plan as well as for electing the timing and form of distributions according to the terms of the Plan. In keeping with the statutory framework of the Department of Labor regulations under ERISA Section 404(c), the Committee aims, within its available resources, to provide Plan participants with the following opportunities to: A. Choose from a minimum of three diverse investment categories, each with materially different risk and

return characteristics. At least one of the categories will provide for a high degree of safety and capital preservation;

B. Make investment decisions at least quarterly; and


C. Receive or have access to the following information, as updated and as made available by the Services Provider: A description of the investment options available under the Plan including a general description of

the investment objectives, risk and return characteristics, and type and diversification of assets comprising each alternative;

Identification of the designated investment providers and investment options; A description of any transaction fees or expenses charged to the participant's account, and

information on costs and fees for an investment option that reduce the rate of return to participants (expense ratios); and

Prospectuses, annual reports, and semi-annual reports on investment option, if available. GENERAL INVESTMENT POLICY, OBJECTIVES AND STANDARDS The Plan intends to foster an investment environment that encourages and facilitates participant efforts to supplement other sources of retirement income. Participants in the Plan are solely responsible for their own investment decisions and bear the risks and assume responsibility for the results of the investment options that they select. The Administrator makes no representations, promises, or warranties regarding the suitability of Plan participation for any participant’s individual investment or retirement needs. Additionally, the Administrator makes no representations, promises or warranties about the performance of the Plan or the Plan’s investment options. The primary investment objective of the Plan is to present participants with a range of investment options, which give participants an opportunity to increase the value of their account in a manner consistent with varying levels of participant risk/reward tolerances and investment decision making skills. While the Plan cannot meet all plan participant investment preferences and attitudes, the Plan attempts to provide investment options for participants at various levels of investment sophistication and with varying requirements for risk and return. Information that may be used to select which investment options to offer includes, but is not limited to, the following: Age, income and other demographic data on Plan participants Liquidity and administrative constraints imposed on the Plan by investment and/or service providers Development of new investment products in the marketplace Level of participant usage of a particular investment category or option

A risk/reward structure is basic to investments. Generally, those vehicles offering the greatest return over time also carry the highest risk or volatility of return. The inherent conflict between volatility and long-range asset accumulation can be lessened through diversification among asset categories or classes. To provide participants the opportunity to select risk/reward strategies and to diversify the Plan assets, the Plan will offer a number of investment alternatives in varying asset categories. These categories will have varying return and volatility characteristics and it is the responsibility of each participant to evaluate the investment options and to select an appropriate mix.


In addition to providing a range of investment options, the Plan seeks to provide investment options that are competitive in terms of performance relative to appropriate investment performance and risk benchmarks. The performance and risk relationships of the Plan’s investment options will be reviewed periodically. Investment options should generally be given a full market cycle to achieve stated objectives (market cycles normally occur over 3-5 year time periods). Investment options are expected to meet (in the case of passively managed/indexed options) or exceed their pre-determined benchmark index net of fees. Where peer groups are definable, actively managed investment options are expected to perform within the upper half of a sample of same style peers net of fees. In addition to net investment performance, the options’ risk characteristics will also be reviewed. The risk associated with an investment option generally should be similar to the same-style peer group. INVESTMENT OPTIONS Investment options offered by the Plan will be categorized or grouped by similarities in investment objectives, style and risk. The Plan’s services provider(s) and Consultant may be used to assist in determining the categories of investment options. The Plan will assist participants in meeting their long-term investment objectives by providing investment options within the following permitted investment categories (these categories are further explained in pages 5 through 8 of this document):

A. Tier 1: Life-Style or Life-Cycle Pre-Mixed Portfolios

B. Tier 2: Asset Class Funds Fixed Stable Value/Guaranteed Investment Contract (GIC) Total Return Bond Inflation-Protected Bond U.S. Large-Size Company Equity U.S. Mid-Size Company Equity U.S. Small-Size Company Equity Global Equity International Equity

C. Tier 3: Self-Directed Brokerage Account (SDBA)

Investment options and categories may be added or deleted as deemed necessary. At least one investment option shall be available within each investment category. The following table outlines the objectives and performance benchmarks for each of the Plan's investment options. The risk associated with an investment option will be compared to appropriate risk benchmarks or measures for a same-style group of peer funds, where definable.


TIER 1: LIFE-STYLE OR LIFE-CYCLE PRE-MIXED PORTFOLIOS Target Date Funds – Lifecycle Retirement Income Provide an asset allocation that is designed to deliver income generation, capital gains, and liquidity for investors in retirement. The portfolio will be well diversified including U.S. and international fixed income and equity securities. Stocks generally will comprise less than 30% of the total portfolio. The percentage of international equities generally will not exceed 430% of the equity portion of the fund.

Benchmark Index: Custom Blended Index Peer Group: Morningstar US Retirement Income

Target Date Funds – Lifecycle 2015, 2010, 2025 Provide an asset allocation that is designed to deliver income generation, capital gains, and liquidity for investors whose expected retirement date matches the date provided in the portfolio’s name. Portfolios provide different allocations to stocks and bonds dependent upon the target retirement or withdrawal date that is selected. The portfolio will be well diversified including U.S. and international fixed income and equity securities. Stocks generally will comprise 30%-70% of the total portfolio. The percentage of international equities generally will not exceed 430% of the equity portion of the fund.

Benchmark Index: Custom Blended Index

Peer Groups: Morningstar US Target Date 2011-2015, US Target Date 2016-2020, US Target Date 2021-2025

Target Date Funds – Lifecycle 2030, 2035, 2040, 2045, 2050, 2055 Provide an asset allocation that is designed to deliver income generation, capital gains, and liquidity for investors whose expected retirement date matches the date provided in the portfolio’s name. Portfolios provide different allocations to stocks and bonds dependent upon the target retirement or withdrawal date that is selected. The portfolio will be well diversified including U.S. and international fixed income and equity securities. Stocks generally will comprise 70%-90% of the total portfolio. The percentage of international equities generally will not exceed 430% of the equity portion of the fund.

Benchmark Index: Custom Blended Index

Peer Groups: Morningstar US Target Date 2026-2030, US Target Date 2031-2035, US Target Date 2036-2040, US Target Date 2041-2045, US Target Date 2046-2050, US Target Date 2050+


TIER 2: ASSET CLASS FUNDS Fixed Stable Value/Guaranteed Investment Contract Provide high relative current income and a high degree of investment safety without fluctuation of principal. Investment returns are derived primarily from interest income, with the possibility of some capital appreciation (or depreciation) of the underlying investment instruments. Generally this fund will be invested in bonds issued by the US Government (including Agency mortgage-backed securities) and investment-grade corporations. Smaller allocations may be made to high-quality commercial paper, foreign government bonds, non-agency mortgage-backed, and asset-backed securities. The weighted-average duration will not exceed five years. No more than 5% of the portfolio may be invested in any one corporate, foreign government, non-agency mortgage-backed, asset-backed security, or otherwise comparable security. The overall weighted credit-quality rating of the fund shall be the equivalent of mid-investment-grade rating or higher. The rating must be obtained from at least one credit rating agency such as Moody, S&P or Duff & Phelps. If the fund’s weighted rating declines below this level, the fund will be evaluated for corrective action.

Benchmark Indexes: 3-year Constant Maturity (CM) US Treasury Note, 90-Day US Treasury Bill, Peer Group: Stable Value Universe

Total Return Bond Provide capital appreciation and income through a diversified, actively managed fixed income portfolio. The portfolio’s duration is expected to be comparable to that of its Benchmark Index, with some bandwidth allowed for the manager to exercise strategic deviation from the Benchmark. Average credit quality is expected to be investment grade. The fixed income portfolio will normally be primarily comprised of investments including money market instruments, U.S. Government and Agency bonds, mortgage-backed securities, corporate bonds, and others. The manager will be given discretion to hold securities that are not contained within the Benchmark Index, which may include Foreign Bonds, High Yield Bonds, Convertibles, Treasury Inflation Protected Securities, derivatives, and others. The portfolio’s aggregated composition and risk and return characteristics however are expected to be reflective of its asset class.

Benchmark Index: Barclays Capital US Aggregate Bond Index Peer Group: US Core Fixed Income

Inflation Protected Bond Provide inflation protection by primarily investing in high quality bonds whose returns are linked to a measure that is representative of inflation in the United States. The fund may hold smaller allocations to other fixed income instruments and investments that are expected to serve as a hedge on inflation.

Benchmark Index: Barclays Capital US TIPS Index Peer Group: US Inflation-Protected Bond


TIER 2: ASSET CLASS FUNDS (cont.) U.S. Large Company Equity Provide long-term capital appreciation through a diversified common stock portfolio with an average market capitalization that is expected to be greater than $10 billion under most circumstances. Stocks of foreign companies that are traded in the U.S. may also be included, but are expected to constitute a minority portion of the portfolio.

Benchmark Indexes: S&P 500 Index, Russell 1000 Growth Index, Russell 1000 Value Index Peer Groups: US Large Blend, US Large Growth, US Large Value

U.S. Mid-Size Company Equity Provide long-term capital appreciation through a diversified common stock portfolio generally with an average market capitalization that is expected to be between $2 billion and $10 billion under most circumstances. Stocks of foreign companies may also be included, but are expected to constitute a minority portion of the portfolio.

Benchmark Indexes: Russell MC Index, S&P 400 MC Index, Russell MC Growth Index, Russell MC Value Index

Peer Groups: US Mid Blend, US Mid Growth, US Mid Value U.S. Small Company Equity Provide long-term capital appreciation through a diversified common stock portfolio with the average market capitalization that is expected to be generally between $500 million and $2 billion under most circumstances. Stocks of foreign companies may also be included, but are expected to constitute a minority portion of the portfolio.

Benchmark Indexes: Russell 2000 Index, Russell 2000 Growth Index, Blended SC Growth Index, Russell 2000 Value Index

Peer Groups: US Small Blend, US Small Growth, US Small Value Global Equity Provide long-term capital appreciation through a diversified actively managed portfolio of global equities. The fund normally invests in issuers from at least five different countries, including the United States.

Benchmark Indexes: MSCI All-Country World Index (Net) Peer Groups: US Global Equity


TIER 2: ASSET CLASS FUNDS (cont.) International Equity Provide long-term capital appreciation through a diversified, actively managed portfolio of international equities. Stocks of emerging countries may be used at the discretion of the manager, but are expected to constitute a minority portion of the portfolio at most times.

Benchmark Indexes: Blended International Stock Index, MSCI All Country World Index Free ex-U.S. Growth, MSCI EAFE Value Index, MSCI ACWI ex-U.S. Index Free Small Growth

Peer Groups: Non-U.S. Equity, Non-U.S. Equity Growth, Non-U.S. Equity Value, Non-U.S. Equity Small/Mid Growth

TIER 3: SELF-DIRECTED BROKERAGE ACCOUNT Self-Directed Brokerage (SDB) For Plan participants who consider themselves to be knowledgeable about investment principles, the Plan may offer a brokerage account option. Such option may be provided through one or more broker-dealers, as defined and regulated by the National Association of Securities Dealers, Securities Exchange Committee or State Securities Departments. Assets held in an SDBA will be maintained in the name of the Plan Trustee or custodian for the benefit of the participant who established the account. Permissible investments for an SDBA may include registered mutual funds and other securities permitted under State law. Futures and options are not permitted. It is the SDBA holder’s responsibility to adhere to these and any other restrictions placed on him or her by the Committee, broker-dealer or regulatory body. It is also the account holder’s responsibility not to engage in transactions prohibited by statute or any regulatory entity. Investment options available through the SDBA may contain additional risks and are not monitored by the Committee. The Committee may further restrict permissible investments available in the SDBA. Each SDBA holder will be responsible for his or her own commissions, fees or loads applicable to individual securities or mutual fund transactions for the account.

Benchmark Index: Not Applicable Peer Group: Not Applicable


INVESTMENT OPTION SELECTION GUIDELINES Investment options offered to participants will be provided through investment provider(s) accessible on the Services Provider’s platform. Before introducing a new investment fund, the Committee, in consultation with the Consultant and Services Provider will define the niche to be filled and assess any prospective investment option’s performance, quality, and risk characteristics. At a minimum, investment options under consideration should satisfy performance and risk considerations under actual, not modeled, conditions and over an appropriate time period. Investment option selection considerations may include, but are not limited to the following:

The investment option should generally, but not necessarily, have a history that spans a full market

cycle, normally three to five (3-5) years. The investment option should generally meet or exceed its predetermined benchmark index, net of

fees. The investment option should generally perform at median or within the upper half of a recognized

and defined sample of same-style peer funds. The investment option should be able to demonstrate a consistent performance track record

attributable to a specific investment manager or team of managers. For Target Retirement Date Funds, the Committee shall consider the current and prospective

composition of the Target Date funds (based on their glide path), and the corresponding risk and return implications relative to the benchmark and peer group constituents.

INVESTMENT OPTION REVIEW GUIDELINES AND MONITORING Investment providers and investment managers are required to comply with all applicable laws, rules, and regulations. However, the Administrator takes no responsibility for the failure of such option and/or investment manager to comply with any and all applicable laws, rules or regulations. All options must have readily ascertainable market values and be easily marketable. It is recognized that Stable Value/GIC funds often have liquidity restrictions. Investment options with sales loads, redemption fees, or other non-investment management related expenses will be avoided to the extent possible. Options with deferred sales charges and/or market value adjustments will not be permitted. Each investment option portfolio shall be diversified adequately to reduce risk and comply with current regulations and applicable California state laws. Investment option performance, risk and style consistency is intended to be evaluated on a quarterly basis. Performance and risk results will be evaluated using comparisons with this policy, pertinent market indices and against other same-style peers, where definable. When necessary, investment option performance and risk may be reviewed more frequently. The Committee will periodically review the investment options’ progress in meeting the Plan’s investment objectives. Investment options will be expected to comply with all stated investment objectives, guidelines and applicable rules contained in the prospectus or fund fact sheet. The Committee will review the performance of investment options quarterly to determine if they are achieving the established objectives. Investment performance reviews may include, but are not limited to, a review of:


Investment portfolios; Fees and expenses; Investment style, process and philosophy; Investment management personnel; and Index tracking error.

The performance review will also include measuring the options’ investment performance relative to stated benchmarks or respective indexes and peer groups; as well as the monitoring risk measures. The following will be evaluated: QUANTITATIVE MEASURES Active Investment Strategies. Options employing active management are expected to outperform their stated asset class or style benchmark net of all management fees over a trailing five year time period; and to rank above the 50th percentile of the appropriate peer group for the same trailing five year time period. It is also expected that the risk of each option, as defined by standard deviation of returns, be commensurate with the prescribed strategy relative to the appropriate market index and/or peer group. Target Date funds will be evaluated relative to customized passive benchmarks, comprised of two or more market indices allocated in a manner reasonably consistent with the stated asset allocation of the fund. Each Target Date fund will be compared to a passive benchmark developed specifically for the fund. The fund should exhibit risk and return characteristics that are reasonably consistent with the passive benchmark. After expenses, the fund should not systematically underperform the passive benchmark, nor should its expenses exceed the category average.

Passive Investment Strategies. Passive Options are expected to track the performance of the index strategy that the option is designed to replicate, less management fees, with marginal tracking error. It is also expected that the risk of each passive option, as defined by standard deviation of returns, be commensurate with the appropriate market index. It should also be noted that certain passive investment options operate in a marketplace that includes foreign markets whose exchanges close prior to those of the United States. In these instances, some fund managers may engage in a method of “Fair Value Pricing,” whereby the managers adjust the pricing of securities in the Fund to reflect any information that has become available after the close of the applicable foreign exchange market. Discrepancies in performance between the applicable investment option and its performance benchmark that are due to “Fair Value Pricing” will be taken into consideration in evaluating performance of the affected investment options and generally will not be counted as underperformance.

QUALITATIVE MEASURES The options will also be monitored on an ongoing basis for other material changes which the Committee may determine are of importance to the decision of whether or not to retain an investment option, such as personnel departures; organizational changes; or alterations in investment style, philosophy, or strategy; and adherence to stated guidelines.


Time Periods. The Committee acknowledges that fluctuating rates of return characterize the securities markets, particularly during short-term time-periods. Recognizing that short-term fluctuations may cause variations in an option’s performance, the Committee intends to employ investment options with long-term investment strategies and will evaluate option performance from a long-term perspective. Performance over market cycles of three to five years will be weighted more heavily than performance over shorter time periods, such as one year or less.

In addition to the qualitative and quantitative measures referenced above, the Committee will also review the investment options’ risk characteristics in relation to that performance. Risk will be measured in various ways including, but not limited to:

Standard deviation Downside risk or semi-variance Risk/return ratios such as Sharp or Treynor Ratios Other statistical measures such as Beta, Alpha and Variance The current and prospective composition of the Target Date funds (based on their glide path), and

the corresponding risk and return implications relative to the benchmark and peer group constituents.

INVESTMENT OPTION TERMINATION AND WATCH GUIDELINES Generally, all investment options are expected to remain true to their stated investment objectives and to perform as well as or better than their prescribed performance benchmarks, net of fees. The Committee recognizes the long-term nature of retirement plan investing and the variability of market returns. Periodic underperformance in any of the criteria outlined in this Investment Policy will not necessitate the termination of an option; however, any underperformance will result in consideration by the Committee of the factors causing underperformance and possible courses of action that the Committee may take. The Committee may, at any time, place any investment option that it views as having a pattern of under-performance on a watch-status. Reasons the Committee might place an option on a watch status, include but are not limited to, the following: Quantitative Measures

Actively Managed Options Performance below the prescribed benchmark index over a trailing five year period, combined with Performance below the median of its peer group over a trailing five year period

Passively Managed Options Net of fee and any fair value adjustment performance tracking error relative to the respective index

that is greater than 15 basis points over a trailing five year period Qualitative Measures

Management team or other significant personnel turnover; Changes in the product’s investment philosophy, process, style or risk profile; Excessive or rapid asset growth or decline; Pending regulatory investigations or material legal proceedings; Changes to firm ownership; Significant increase in management fees or expense ratio.


An investment option may remain on watch status until the Committee decides to take further action. Committee actions include, but are not limited to, the following:

Removing the investment option from watch status; and Terminating the investment option and reallocating the assets to an alternate or replacement

investment option by Committee direction. To be removed from quantitative, performance related watch status, generally, performance for the preceding five year trailing periods should be above the benchmark index or median for at least two consecutive quarters. However, barring any breakdown in process, the Committee may decide to leave an option on watch for as long as they feel it is prudent to do so. The Committee reserves the right to terminate investment option relationships at any time, for any reason when it determines such termination is in the best interests of the Plan and its participants and beneficiaries. Upon termination, further contributions or transfers to an investment option may be frozen, or the option may be replaced with or without transferring existing assets from the replaced option. Once the decision to terminate an option and remove it from the Plan is made, asset transfer and liquidation should be handled to the best advantage of the Plan, with due consideration given to the anticipated effect on affected participants and beneficiaries.

INVESTMENT OVERSIGHT RESPONSIBILITY AND PROXY VOTING The Administrator shall have overall responsibility for the selection, monitoring and termination of all investment managers. Additionally, the Administrator shall be responsible for reviewing and maintaining these investment policies and guidelines. Proxy voting rights shall be exercised in the best interest of the participants and beneficiaries of the Plan. The Administrator may delegate the responsibility for promptly voting all proxies and related actions in a manner consistent with the long term interest and objectives of the Plan. The Administrator shall keep records of the voting of proxies and related actions and will comply with all applicable regulatory obligations. On behalf of the City of Pasadena Deferred Compensation Plan this Investment Policy Statement is adopted by the Committee and effective on this date: By: Name: Date:


GLOSSARY Annualized Return Rate of return of the account smoothed as though the return occurred equally over twelve-month periods. When the specified time frame is for less than a year, the rate of return in projected as though the same performance continues to occur for a twelve-month period. Benchmarks A standard against which the performance of the portfolio can be measured, typically against a standard index, although a client manager may also set the benchmark. Duration The weighted maturity of a fixed-income investment’s cash flows, used in the estimation of the price sensitivity of fixed-income securities for a given change in interest rates. Time periods are weighted by multiplying by the present value of its cash flow divided by the bond’s price (a bond’s cash flows consist of coupon payments and repayment of capital). A bond’s duration will almost always be shorter than its maturity, with the exception of zero-coupon bonds, where maturity and duration are equal. Growth Style Investing Growth investors purchase companies that have above-average earnings growth and/or above-average sales growth rates. Investment Objectives The overall financial objectives of an investor. For example, whether the investor requires income or capital appreciation. The investor’s objectives govern the investment strategy. Large Cap Large Capitalization – refers to those companies with a market capitalization of greater than $10 billion. Liquidity The ability to buy or sell an asset quickly and in large volume without substantially affecting the asset’s price. Market Capitalization The dollar value of a public company based on the total number of shares of stock available multiplied by the price per share. Mid Cap Mid Capitalization – refers to those companies with a market capitalization between $2 and $10 billion. Net of Fees After subtraction of management fees. Peer Group Contemporaries of the same asset class that can be compared against one another to achieve a larger sense of how the particular portfolio is performing.


Portfolio Refers to the complete list of securities held in an investment vehicle. Small Cap Small Capitalization – refers to those companies with a market capitalization between $500 million and $1.99 billion. Standard Deviation Measures the range of returns and is based on a Normal Curve. Managers with lower standard deviations than the index have historically had returns that tended to fall closer to their mean return compared to the index. Managers with higher standard deviations than the index have historically had returns that tended to be further dispersed around the mean than the index. This is another measure of volatility, but it doesn’t distinguish downside performance from upside performance. Value Style Investing Value investors rely on an examination of the underlying or unrealized value of a company as the primary criterion for deciding whether or not to buy a company’s stock. Value stocks are often priced lower than growth stocks due to slower growth expectations, recent financial difficulty, or a host of other reasons.


City of Pasadena 457 Plan Allocation Breakdown by Age

< 30 Between 30 & 40 Between 40 & 50 Between 50 & 60 > 60 TotalParticipants in 100% Stable Value 13 92 139 205 223 672

Participants in 100% Stable Value (%) 12% 21% 22% 28% 41% 28%

< 30 Between 30 & 40 Between 40 & 50 Between 50 & 60 > 60 TotalParticipants w/ 1 TDF 79 245 292 266 140 1022

Participants w/ >1 TDF 6 15 19 19 10 69Participants w/ >2 TDF 0 4 3 3 5 15Participants w/ >3 TDF 0 3 2 2 3 10Participants w/ >4 TDF 0 3 1 2 2 8Participants w/ >5 TDF 0 2 0 2 2 6Participants w/ >6 TDF 0 1 0 2 2 5Participants w/ >7 TDF 0 0 0 2 2 4Participants w/ >8 TDF 0 0 0 2 2 4Participants w/ >9 TDF 0 0 0 1 2 3

Participants w/ >10 TDF 0 0 0 0 0 0

Discussion

Criteria Current ProposedMax Duration (Years) 5.00 4.00

Average Credit Quality AA- A-Max BBB % 0% 10%

Max Corporate Bond % 50%Max Non-Agency Bonds % 20%

Max US Gov't Bonds % 100% 100%

4Q16 Statistics Current Proposed*Net Crediting Rate (1Q17) 1.66% 1.72%

Duration 3.4 3.4Yield to Maturity 2.30% 2.38%

Average Credit Quality AA+ AA-

*Proposed figures are estimates from Empower based on comparable portfolios.The information above is based on communications with and figures provided by Empower.

Account's market value ($98.5m in 4Q16)

Empower has proposed modifications to the Investment Policy Statement governing the City of Pasadena's stable value portfolio. These proposed changes would increase management's ability to purchase more corporate and non-agency bonds, which generally offer higher yields than US Government bonds. Within these categories, management would also be allowed to invest in BBB-rated bonds, which also tend to offer higher yields. In partial offset to these changes, management has proposed reducing the fund's maximum allowable duration (a measure of interest rate sensitivity), though to levels that still allow meaningful latitude. The expected result of these modifications would be modestly higher crediting rates. While the portfolio would acquire some additional credit risk, it's overall composition would remain conservative. Additionally, its potential exposure to interest rate risk would be reduced.

Required Action from the City

Approve and sign the revised Investment Policy Statement that Empower has provided. Empower can begin implementing the new policies immediately upon receipt of the signed Investment Policy Statement.

CITY OF PASADENA 457 DEFERRED COMPENSATION PLANPOTENTIAL STABLE VALUE MODIFICATIONS

50%

Not ChangingRecordkeeping fees ($39/head)

Investment management + wrap fees (0.19%)Performance benchmark (3 Yr. Trsy CMT)

Market/Book Ratio (98.5% in 4Q16)Investment objectives

Government/Corporate Securities Investment Guidelines

(BBB Minimum Rating)

Investment Guidelines for the City of Pasadena Stable Asset Fund (Separate Account)

Attachment A

Investment Objectives Within the parameters as stated below, the objectives of the fund are to: 1. Preserve principal 2. Provide sufficient liquidity to pay plan benefits 3. Provide stable and predictable returns. 4. Earn a high level of return relative to other objectives of the fund Credited Rate Benchmark The interest rates provided to participants after investment management fees will be compared to the yield of three-year treasury notes, on a constant maturity basis. Types of Investments Subject to the Quality and Diversification Guidelines, Great-West Capital Management, LLC (“GWCM” or “Investment Manager”) may invest the assets of the Stable Asset Fund in any or all of the following: A. United States Treasury Securities including Treasury Bills, Notes, Bonds, and Strips. B. United States Agency or Government Sponsored Enterprises (GSE’s) Securities including:

1) U.S. Agency or GSE Asset-Backed Securities and Commercial Mortgage-Backed Securities; and

2) Other U.S. Agency Securities. C. Mortgage-Backed securities issued by GNMA, FNMA, FHLMC, FHLB, VA Vendee, or other

United States Agency or GSE’s. D. Collateralized Mortgage Obligations (CMO’s) secured by GNMA, FNMA, FHLMC, FHLB, VA

Vendee, or other United States Agency or GSE’s. E. Instruments of Commercial Banks, U.S. money market mutual funds, or repurchase

agreements fully collateralized by United States Government, Agency, or GSE securities. F. Commercial Paper rated A1, P1, or F1, as rated by S&P, Moody’s or Fitch. G. Corporate and Government Related Bonds rated “BBB-/Baa3” or better as rated by S&P,

Moody’s, Fitch or other nationally recognized rating agency at time of purchase. All securities must be U.S. dollar denominated. Government Related Bonds include:

1) Foreign Sovereigns, 2) Supranationals, 3) U.S. and Foreign Local Governments, and 4) Foreign Agencies.

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H. Non-agency Securities: Asset-Backed Securities, Mortgage-Backed Securities, and Commercial Mortgage-Backed Securities rated “A-/A3” or better as rated by S&P, Moody’s, Fitch or other nationally recognized rating agency at time of purchase. No purchases of mezzanine or subordinated structured securities are allowed.

I. Purusant to the Derivatives section below, fixed income derivatives such as futures, forwards, options or swaps, including total return swaps and credit default swaps

J. Each investment must be in all respects denominated in U.S. Dollars. Short-Term Investments All money for deposit to the Stable Asset Fund will be invested the same day it is received. Whenever possible these monies will be invested in the type of investments indicated above. However, if the monies are received at a time of the day which makes this impractical, then the monies will be invested in an interest bearing account at a commercial bank. The money will be invested according to the above guidelines on a timely basis, and in the best interest of the participants. Quality & Diversification Guidelines

A. A maximum of 100% of the account assets may be invested in US Government Securities. B. A maximum of 50% of the account assets may be invested in Corporate Bonds and

Government Related Bonds as described in “G” of Types of Investments. C. A maximum of 20% of the account assets may be invested in non-agency Asset-Backed

Securities, Mortgage-Backed Securities, and Commercial Mortgage-Backed Securities as described in “H” of Types of Investments.

D. Weighted average quality of A-/A3 or better. E. No more than 10% of the account may be invested in “BBB” (includes securities rated

BBB+ and BBB-) rated securities or lower. F. For “G” of Types of Investments, no more than 2% of the portfolio may be invested in any

one issuer. G. For “H” of Types of Investments, no more than 5% of the portfolio may be invested in any

one issuer. For purposes of diversification, each non-agency Asset-Backed, Mortgage-Backed or Commercial-Mortgage-Backed trust will be treated as a separate issuer.

Split Ratings Each security must be rated by at least one nationally recognized rating agency (including, but not limited to, S&P, Moody’s or Fitch). In the event of split ratings, the highest rating shall be used to determine compliance with these investment guidelines. Duration of Investments The portfolio’s average duration will not exceed four years. Reporting A. The Investment Manager will notify the Plan if a security is downgraded and not compliant with

this policy. The non-compliant security shall be evaluated on a case-by-case basis to determine whether the security shall be sold or held. The Investment Manager will provide the Plan with a written recommendation of the downgrade. The Investment Manager will continue

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to monitor and provide credit updates no less than monthly until the security is upgraded or sold.

B. On a quarterly basis, Investment Manager will provide a statement to the Plan showing the market value of each security, the sector diversification within the portfolio, and the duration, quality and yield of the portfolio.

C. On a quarterly basis, Investment Manager will provide to the Plan a book value statement showing the book value of the total portfolio and showing the methodology and assumptions used to reset the crediting rate of the Stable Asset Fund.

D. On an annual basis, a senior representative of GWCM will be made available to the Plan to present to the Plan a verbal and written review of the investment decisions, and the rationale associated with these decisions for the previous 12-month’s activity.

Trading Authority Within the Investment Guidelines as stated in this Exhibit, GWCM has the authority to buy and sell any securities in this separate account that it judges to be in the best long-term interest of the separate account and the participants that utilize the account; provided, however, that it is understood that Investment Manager may raise cash by selling assets to provide liquidity to pay benefits and withdrawals. Changes to Investment Guidelines The investment guidelines (including duration) for investment of assets of the fund may be modified at any time, with the consent of the Plan Sponsor, GWL&A as the group annuity contract issuer and wrap provider and the Investment Manager, providing that these modifications will not affect the funds ability to provide benefits at book value. Derivatives Derivatives may be used to protect against interest rate risk, duration and yield curve exposure and to pursue investment strategies allowed under these guidelines. The hedging program employed by GWCM must comply with the book value wrap hedging policies of GWL&A, as may be amended from time to time, as a condition of the wrap. This may reduce the payments are made from GWL&A’s general account. The use of derivatives shall otherwise comply with these Investment Guidelines. The portfolio duration will be calculated and reported both including and excluding all derivatives in the Portfolio, and the portfolio duration guidelines within this document will be applied to the duration excluding derivatives. Amortization of Trading Gains/Losses The general policy of the fund will be a ‘buy and hold” strategy. However, to the extent that realized gains or losses occur, these gains/losses will be amortized over the expected average duration of the portfolio.

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Effective Date: ____________________________ INVESTMENT MANAGER: [Great-West Capital Management, LLC][Great-West Life & Annuity Insurance Company]

Signature: Date:

Name: Title GROUP ANNUITY CONTRACT PROVIDER: Great-West Life & Annuity Insurance Company

Signature: Date:

Name: Title City of Pasadena

Signature: Date:

Name: Title

04/2015 Govt_Corp_BBB 4

MEETING MINUTES - City of Pasadena...5.46% 1.02% Plan Asset Balance Account Reduction Loan Balance Plan Asset History 12/31/2016 $259,545,997 12/31/2015 $246,099,518 12/31/2014 $243,618,554

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