Wednesday, March 5, :30 a.m. AGENDA

Transcription

1 SC Public Employee Benefit Authority - Board of Directors Retirement Policy Committee Meeting 202 Arbor Lake Drive, Columbia SC, s Main Conference Room 2 nd floor Wednesday, March 5, :30 a.m. AGENDA 1. Call to order 2. Adoption of Minutes February 5, ORP Quarterly Performance Report (2013, 4 th Quarter) 4. SC Deferred Comp Quarterly Performance Report Record Keeper 5. SC Deferred Compensation Best Practices Continued 6. Old Business 7. New Business 8. Executive Session Pursuant to SC Code of Laws [if necessary] NOTICE OF PUBLIC MEETING This notice is given to meet the requirements of the S.C. Freedom of Information Act and the Americans with Disabilities Act. Furthermore, this facility is accessible to individuals with disabilities, and special accommodations will be provided if requested in advance.

2 SC PUBLIC EMPLOYEE BENEFIT AUTHORITY- BOARD OF DIRECTORS Retirement Policy Committee- DRAFT MINUTES 202 Arbor Lake Drive, Columbia SC, Main Conference Room 2nd Floor February 5, 2014, 9:30 A.M. Ad Hoc Committee Members Present: Mr. John Sowards, Chairman (in person) Mr. David Tigges (in person) Mr. Frank Fusco (in person) Mr. Art Bjontegard (in person) Others present for all or a portion of the meeting: Travis Turner, Lil Hayes, Stephen Van Camp, Justin Werner, Matt Davis & Virginia Wetzel from the South Carolina Public Employee Benefit Authority (PEBA); Donald Tudor with the SC State Retirees Association; Lisa Tilley and Nancy Ornduff with Great-West Retirement Services; Tim Bryan and Joe Mack with Prudential; and Rose Guillette and Bob Liberto with Segal Rogerscasey. AGENDA 1. CALL TO ORDER; ADOPTION OF PROPOSED AGENDA Mr. Sowards called the meeting to order at 9:30 a.m. Ms. Hayes confirmed meeting notice compliance with the Freedom of Information Act. Mr. Fusco moved to adopt the proposed agenda. Mr. Sowards noted the motion was adopted by acclamation. 2. Approval of Meeting Minutes- December 4, 2013 Mr. Sowards asked for amendments to the December 4, 2013 committee minutes. There being none, Mr. Sowards asked for a motion to approve the minutes. Mr. Tigges moved to approve the minutes. Mr. Sowards noted the motion was adopted by acclamation. 3. SC Deferred Compensation Program a. Quarterly Performance Report: 4 th Quarter, 2013 [In notebook materials] Matt Davis introduced Rose Guillette and Bob Liberto with Segal Rogerscasey who presented a summary of the SC Deferred Compensation 2013, 4 th quarter performance report. There was discussion regarding distribution options available to participating members and associated usage trends. The Committee requested Mr. Davis to summarize distribution statistics to be reviewed in the next meeting. There was discussion regarding the initial failing grade of PIMCO and how information of this nature is relayed to the participating member. Mr. Sowards advised that the Committee received this report as information and will review subsequent quarterly reports in June, September, and December of the remainder of b. Best Practices: Part 1 [In notebook materials: Basics of Improving and Managing your 457 Plan. Best Practice. ] Rose Guillette and Bob Liberto with Segal Rogerscasey presented a report of best practice recommendations for the SC Deferred Compensation Program. They summarized the current plan s structure and discussed the following recommendations: 1) Limit participation of self directed brokerage accounts. 1

3 SC PUBLIC EMPLOYEE BENEFIT AUTHORITY- BOARD OF DIRECTORS Retirement Policy Committee- DRAFT MINUTES 202 Arbor Lake Drive, Columbia SC, Main Conference Room 2nd Floor February 5, 2014, 9:30 A.M. 2) Shift focus from mutual funds to separate accounts (white label). 3) Transition Retiree participants from certificates to stable value funds. 4) Offer consolidated benefit statements. The Committee requested more information on surveys in place to monitor participant satisfaction. Mr. Sowards advised that the Committee received this report as information and requested Segal Rogerscasey and PEBA staff to continue best practice discussions during the next committee meeting. 4. Old Business Justin Werner with PEBA advised that the Cycle C Fillings for the SC Defined Benefit Plans, Optional Retirement Plan, and Deferred Compensation Plans have successfully been filled to the Internal Revenue Service. The Committee received this as information. 5. New Business There was discussion regarding the upcoming timeline associated with the Request for Proposal to be issued for the record keeper for the SC Deferred Compensation Program. The Committee received this as information. PEBA Interim Director, Travis Turner, reported that PEBA presented the FY 13/14 Agency Budget request and 2015 State Health Plan budget request to the House Ways and Means Budget Subcommittee earlier in the week. He advised that legislative updates will be provided to the Board going forward. 6. Executive Session to Discuss Pursuant to S.C. Code of Laws (a) (2) The Committee did not enter into Executive Session. 7. Adjournment There being nothing further to discuss, Mr. Sowards requested a motion to adjourn. Mr. Fusco moved to adjourn and Mr. Sowards noted the motion was adopted by acclamation. The committee adjourned at 11:20 a.m. 2

4 PUBLIC EMPLOYEE BENEFIT AUTHORITY AGENDA ITEM Retirement Policy Committee Meeting Date: March 5, 2014 Tab 3 1. Subject: S. C. Optional Retirement Program (ORP) 2. Summary: 4Q 2013 ORP Performance Report Background Information: Summit Strategies Group held a call with PEBA staff on February 20 to review ORP performance during 4Q This summary provides key details from the call. 3. What is Board asked to do? Receive as information 4. Supporting Documents: (a) (b) List those attached: 1. 4Q 2013 ORP Performance Summary List those not attached but available: 1. 4Q 2013 ORP Performance Review

5 Summit Strategies Group 8182 Maryland Avenue, 6th Floor St. Louis, Missouri th Quarter 2013 Performance Summary South Carolina Optional Retirement Program December 31, 2013

6 South Carolina Optional Retirement Program 4 th Quarter 2013 Performance Summary EXECUTIVE SUMMARY CAPITAL MARKET UPDATE Global developed market equities ended the quarter and year at an exceptional pace. The S&P 500 Index returned 10.51% during the quarter and 32.39% for the year, its best calendar year return since The Russell 2000 Index returned 8.72% during the quarter and 38.82% for the year, with micro cap stocks outperforming small cap stocks. The MSCI EAFE Index returned 5.71% during the quarter and 22.78% for the year, well ahead of emerging markets equity which posted a negative return of -2.60% for the year. Rising rates and rotation into equities resulted in negative fixed income performance across most sectors for the quarter and year with the Barclays Aggregate returning -0.14% and -2.02% for the quarter and year, respectively. High yield remains the only major fixed income sector to post a positive absolute return for the year (7.44%). DC MARKET UPDATE The trend of reducing plan expenses continues as Aon Hewitt reported in a recent study that 62% of respondents switched to less expensive share classes since 2011, and 12% more sponsors utilize a flat per participant (versus asset-based) recordkeeping fee. ORP PLAN UPDATE As of December 31, 2013, the Optional Retirement Program (ORP) had $1.4 billion in total Plan assets comprised of the following: MassMutual: $183.6 million (13%) with participants (18%). MetLife: $136.4 million (10%) with 6,430 participants (17%). TIAA-CREF: $763.7 million (55%) with 15,961 participants (42%). VALIC: $304.5 million (22%) with 8,740 participants (23%). 1

7 South Carolina Optional Retirement Program 4 th Quarter 2013 Performance Summary FUND MONITOR MASSMUTUAL Two funds are on the Watch List for the fourth quarter. The DWS RREEF Real Estate Fund was added to the Watch List this quarter. The American Funds EuroPacific Growth Fund was removed from the Watch List this quarter. No action needed. Fund Tracking Error Primary Benchmarks Secondary Benchmarks # of Quarters on Excess Performance 1 Peer Universe Rank 2 Information Ratio Rank 3 Sharpe Ratio Rank 4 Status Watch List for Trailing 12 Quarters 5 Change US Equity: Large Cap SSgA S&P 500 Index CIT (P) Pass Good 0 Columbia Contrarian Core A (LCCAX) - Pass Pass Pass Pass Good 0 Hartford Dividend & Growth HLS IA (HIADX) - Fail Pass Fail Pass Good 0 Highland Premier Growth Equity A (HPEAX) - Pass Pass Pass Pass Good 4 US Equity: Non-Large Cap Munder Midcap Core Growth Y (MGOYX) - Fail Pass Pass Pass Good 1 Baron Small Cap Retail (BSCFX) - Fail Fail Fail Pass Watch List 4 International Equity Amer Funds EuroPacific Growth R5 (RERFX)* - Pass Pass Pass Pass Good 2 Up Balanced Funds Oakmark Equity and Income I (OAKBX) - Fail Pass Pass Pass Good 5 SSgA DJ Target Strat Target-Date Suite Sector Fund DWS RREEF Real Estate Secs A (RRRAX) - Fail Fail Fail Fail Watch List 1 Down Fixed Income PIMCO Total Return A (PTTAX) - Pass Pass Pass Fail Good 0 PIMCO Real Return Admin (PARRX) - Fail Pass Pass Pass Good 0 Stable Value General Fixed Interest Account *Effective October 1, 2013, the benchmark for the American Funds EuroPacific Growth Fund changed to the MSCI AC World ex USA (Net) Index to reflect the strategy s emerging markets exposure.

8 South Carolina Optional Retirement Program 4 th Quarter 2013 Performance Summary FUND MONITOR METLIFE Fund One fund, Royce Premier, remains on the Watch List as of the fourth quarter. This is the Royce Premier Fund s fourth consecutive quarter on the Watch List. The JPMorgan Disciplined Equity Fund replaced the Oppenheimer Equity Fund on December 16, The American Funds EuroPacific Growth Fund was removed from the Watch List this quarter. No action needed. Tracking Error Primary Benchmarks Secondary Benchmarks # of Quarters on Excess Performance 1 Peer Universe Rank 2 Information Ratio Rank 3 Sharpe Ratio Rank 4 Status Watch List for Trailing 12 Quarters 5 Change US Equity: Large Cap SSgA S&P 500 Index Inst (SVSPX) (P) Pass Good 0 JPMorgan Disciplined Equity (JDEAX) - Pass Pass Pass Pass Good 0 Amer Funds Fundamental Inv A (ANCFX) - Fail Pass Pass Pass Good 1 Franklin Dyna Tech A (FKDNX) - Pass Pass Pass Pass Good 0 US Equity: Non-Large Cap Columbia Mid Cap Index A (NTIAX) Pass Good 0 Royce Premier Invmt (RYPRX) - Fail Fail Fail Fail Watch List 6 International Equity Amer Funds EuroPacific Growth A (AEPGX)* - Pass Pass Pass Pass Good 2 Up Balanced Funds Invesco Equity and Income A (ACEIX) - Pass Pass Pass Pass Good 3 AllianceBern Retire Strat Target-Date Suite Sector Fund Cohen & Steers Realty Shares (CSRSX) - Fail Pass Pass Pass Good 5 Fixed Income PIMCO Total Return Admin (PTRAX) - Pass Pass Pass Fail Good 0 Money Market/Stable Value SSgA Money Market Inst (SSMXX) Metlife Gold Track Select *Effective October 1, 2013, the benchmark for the American Funds EuroPacific Growth Fund changed to the MSCI AC World ex USA (Net) Index to reflect the strategy s emerging markets exposure.

9 South Carolina Optional Retirement Program 4 th Quarter 2013 Performance Summary FUND MONITOR TIAA-CREF There are no funds on the Watch List as of the fourth quarter. Both the American Funds EuroPacific Growth and Neuberger Berman Real Estate funds were removed from the Watch List this quarter. No action needed. Fund Tracking Error Primary Benchmarks Excess Performance 1 Peer Universe Rank 2 Secondary Benchmarks # of Quarters on Information Ratio Rank 3 Sharpe Ratio Rank 4 Status Watch List for Trailing 12 Quarters 5 Change US Equity: Multi Cap CREF Equity Index Annuity (P) Pass Good 0 US Equity: Large Cap Vanguard Windsor II Adm (VWNAX) - Pass Pass Pass Pass Good 0 Prudential Jennison Growth Z (PJFZX) - Pass Pass Fail Pass Good 1 US Equity: Non-Large Cap Vanguard Mid Cap Index Inst (VMCIX) (P) Pass Good 0 TIAA-CREF Small Cap Index Ret (TRBIX) (P) Pass Good 0 International Equity CREF Stock Annuity - Fail Pass Fail Pass Good 0 Amer Funds EuroPacific Growth R5 (RERFX)* - Pass Pass Pass Pass Good 2 Up Balanced Funds CREF Social Choice Annuity Fail Pass Pass Pass Good 0 TIAA-CREF Lifecycle Target-Date Suite Sector Fund Neuberger Berman Real Estate I (NBRIX) - Fail Pass Pass Pass Good 2 Up Fixed Income Dreyfus Bond Market Index Inv (DBMIX) (P) Pass Good 0 CREF Inflation-Linked Bond Annuity - Fail Pass Fail Pass Good 0 Money Market/Stable Value CREF Money Market Annuity TIAA Traditional Annuity *Effective October 1, 2013, the benchmark for the American Funds EuroPacific Growth Fund changed to the MSCI AC World ex USA (Net) Index to reflect the strategy s emerging markets exposure.

10 South Carolina Optional Retirement Program 4 th Quarter 2013 Performance Summary FUND MONITOR VALIC There are no funds on the Watch List as of the fourth quarter. The American Funds American Mutual Fund was removed from the Watch List this quarter. As a result of VALIC s move to passive options, there are several new options being offered in the Plan. They are noted below. No action needed. Fund Tracking Error Primary Benchmarks Secondary Benchmarks # of Quarters on Excess Performance 1 Peer Universe Rank 2 Information Ratio Rank 3 Sharpe Ratio Rank 4 Status Watch List for Trailing 12 Quarters 5 Change US Equity: Large Cap Vanguard Institutional Index Inst (VINIX) (P) Pass Good 0 Amer Funds Fundamental Investors R6 (RFNGX) - Fail Pass Pass Pass Good 2 Amer Funds American Mutual R6 (RMFGX) - Fail Pass Pass Pass Good 2 Up MFS Mass Investors Growth Stock R5 (MIGNX) - Fail Pass Pass Pass Good 0 US Equity: Non-Large Cap NEW: Vanguard Mid Cap Index Inst (VMCIX) (P) Pass Good 0 NEW: Vanguard Small Cap Index Inst (VSCIX) (P) Pass Good 0 International Equity Oppenheimer International Growth I (OIGIX) - Pass Pass Pass Pass Good 0 NEW: Vanguard Emg Mkts Stock Index Sig (VERSX) (P) Pass Good 0 Balanced Funds Amer Funds American Balanced R6 (RLBGX) - Pass Pass Pass Pass Good 0 NEW: Vanguard Retirement Target-Date Suite (P) Sector Fund Vanguard Health Care Adm (VGHAX) - Pass Fail Fail Pass Good 4 Fixed Income Vanguard Interm Term Invest Grade Adm (VFIDX) - Fail Pass Pass Fail Good 0 PIMCO Real Return Inst (PRRIX) - Fail Pass Pass Pass Good 0 Stable Value VALIC Fixed Interest Option

11 PUBLIC EMPLOYEE BENEFIT AUTHORITY AGENDA ITEM Retirement Policy Committee Meeting Date: March 5, 2014 Tab 4 1. Subject: S. C. Deferred Compensation Program (SCDCP) 2. Summary: 4Q 2013 SCDCP Plan Activity Report Background Information: Great-West Retirement Services (Great-West) held a call with PEBA staff on February 26 to review SCDCP plan activity during 4Q This summary provides key details from the call. 3. What is Board asked to do? Receive as information 4. Supporting Documents: (a) List those attached: 1. 4Q 2013 SCDCP Plan Activity Summary 2. 4Q 2013 SCDCP Plan Activity Review 3. 4Q 2013 SCDCP Plan Activity Detail

12 Fourth Quarter 2013 Plan Summary 0

13 Executive Summary The South Carolina Deferred Compensation Program (Program) has been administered by Great-West Financial since January We have prioritized our efforts to create an effective partnership with the South Carolina Public Employee Benefit Authority. The Program s goal is to provide effective participant and employer communication through an educationally-based model that emphasizes retirement readiness, employer fiduciary education, clear communications and a high level of customer service. Great-West Financial provides these services through a committed service team in Denver and a dedicated Local Field Team. We are confident that our participant focused business model will continue to provide participants and employers with the needed services to exceed expectations. The attached reports detail the progress we have experienced during the third quarter. A few of the items of note in the report include: o Plan Assets grew by $ million (3.8%) as of December 31, 2013 o Incoming rollovers to the plan totaled $6,501, (174 accounts) o Purchase of Service Credits Distributions have decreased to $1.4 million (67 accounts) from $1.56 million (74 accounts) o Retirement Resource Center had 334 referrals resulting with 261 opting to stay in the Program during 4Q13. o o o Total assets preserved for the 2013 calendar year totaled $91,248, for 1,051 participants. South Carolina Stable Value Fund remains healthy with a market to book ratio of 100.8% (Market Value $1,094.00mm/Book Value $1,085.40mm). Three employer Plan Service Center (PSC) webinars were held with 31 attendees Five Fiduciary Responsibility webinars were held with 143 attendees o Rollovers out of the Program decreased by 21.7% from $18.9 million (298 accounts) in the 3 rd quarter to $14.8 o o million (225 accounts) in the 4 th quarter Number of participants utilizing Managed Accounts or Advice Services increased to 9,410 from 9,063 in 3 rd quarter 2013 (total increase of 347 users) One new employer joined the Program: Newberry County Water and Sewer o Total number of Employers as of 12/31/2013: 628

14 Plan Statistics Summary Q4 401k 401k Roth 457b 457b Roth Total Participants 12/31/13 74,646 2,514 24, ,591 4 th Quarter 2013 Contributions* 4 th Quarter 2013 Distributions* $32.00 $1.32 $9.44 $.16 $42.92 $45.83 $23.18 $69.01 Plan Assets 12/31/13* $2, $22.79 $ $.70 $3, Dollar Amounts (in millions). Marketing Review COMPLETED Marketing Projects Strategic Plan ID# Completion or Target Date PSC Webinar recorded and posted to employer section of the website 2B1.1 4Q2013 Create a fully custom newsletter with targeted articles including custom meet your rep article Enrollment Kit updated to include RICP information Send out Stick with the Program messaging and enrollment informationpromote Managed Accounts price change. Ongoing 4.A B.1.2 4Q2013 4Q2013 4Q2013

15 Administrators Report Project Strategic Initiative Project Status Comments Fund Addition Complete Processed the addition of the PIMCO All Asset fund on 12/16/ RMD force out Complete Completed all force outs, less participants still employed that opted out on 12/13/2013

16 Communication and Education Fourth Quarter Educational Campaigns- Retirement Readiness Seminars: Getting Ready to Retire, Approaching Retirement, Fundamentals of Investing, Enrollment, and Investment Advisory Services. Third Quarter Field Activity- Field Activity 1 ST Quarter nd Quarter r d Quarter th Quarter 2013 Year-To- Date 2013 Field Service Goal 1) Group Meetings ,231 1,260 98% 2) Individual Appointments 1,638 1,451 1, *5,572 5, % 3) Add 6 new Employers % 4) Convert Employers to remit money electronically 5) Migrate Manual Employers to PSC YTD % to Goal % % New Enrollments ,892 RI Enrollments ,642 Walk-In Center: Phone Volume 2,212 2,261 1,893 2,217 8,583 Walk-In Center Visitors ,450 *Includes Employer Meetings Field Campaigns: National Save for Retirement Week Employee Benefit Fairs. Getting Ready to Retire Seminars. RICP Retirement Readiness Employer Outreach Program: Added one new employer: Newberry County Water and Sewer Meetings with Employers: Employer Plan Service Center (PSC) webinars-31 attendees /5 Fiduciary Responsibility webinars, 143 attendees Total Number of Employers as of 12/31/

17 `` 0 Plan Review Summary South Carolina Deferred Compensation Commission Great-West Retirement Services Fourth Quarter 2013

18 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Contents EXECUTIVE SUMMARY 3 PLAN STATISTICS SUMMARY HISTORICAL TREND ANALYSIS MARKETING REVIEW...10 ADMINISTRATORS REPORT....,...11 COMMUNICATION AND EDUCATION SUPPORTING DOCUMENTATION DETAILED QUARTERLY PLAN REPORT... TAB 1 NEWSLETTER...TAB 2 CUSTOM STABLE VALUE FUND...TAB 3 ECONOMIC AND CAPITAL MARKETS REVIEW 4 TH QUARTER TAB 4 Miscellaneous TAB 5 Quarterly Performance Guarantee Report Q Survey results Q

19 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Executive Summary The South Carolina Deferred Compensation Program (Program) has been administered by Great- West Financial since January We have prioritized our efforts to create an effective partnership with the South Carolina Public Employee Benefit Authority. The Program s goal is to provide effective participant and employer communication through an educationally-based model that emphasizes retirement readiness, employer fiduciary education, clear communications and a high level of customer service. Great-West Financial provides these services through a committed service team in Denver and a dedicated Local Field Team. We are confident that our participant focused business model will continue to provide participants and employers with the needed services to exceed expectations. The attached reports detail the progress we have experienced during the third quarter. A few of the items of note in the report include: o Plan Assets grew by $ million (3.8%) as of December 31, 2013 o o o Incoming rollovers to the plan totaled $6,501, (174 accounts) Purchase of Service Credits Distributions have decreased to $1.4 million (67 accounts) from $1.56 million (74 accounts) Retirement Resource Center had 334 referrals resulting with 261 opting to stay in the Program during 4Q13. Total assets preserved for the 2013 calendar year totaled $91,248, for 1,051 participants. o South Carolina Stable Value Fund remains healthy with a market to book ratio of 100.8% o o o (Market Value $1,094.00mm/Book Value $1,085.40mm). Three employer Plan Service Center (PSC) webinars were held with 31 attendees Five Fiduciary Responsibility webinars were held with 143 attendees Rollovers out of the Program decreased by 21.7% from $18.9 million (298 accounts) in the 3 rd quarter to $14.8 million (225 accounts) in the 4 th quarter o Number of participants utilizing Managed Accounts or Advice Services increased to 9,410 o from 9,063 in 3 rd quarter 2013 (total increase of 347 users) One new employer joined the Program: Newberry County Water and Sewer o Total number of Employers as of 12/31/2013: 628 3

20 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Plan Statistics Summary Q4 401k 401k Roth 457b 457b Roth Total Participants 12/31/13 74,646 2,514 24, ,591 4 th Quarter 2013 Contributions* 4 th Quarter 2013 Distributions* $32.00 $1.32 $9.44 $.16 $42.92 $45.83 $23.18 $69.01 Plan Assets 12/31/13* $2, $22.79 $ $.70 $3, Dollar Amounts (in millions). Historical Trends Analysis $2.9 4

21 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Historical Trends Analysis (continued) 5

22 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Historical Trends Analysis (continued) Historical Trends Analysis (continued) 6

24 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review 8

26 Fourth Quarter 2013 Marketing Review South Carolina Deferred Compensation Commission Plan Review COMPLETED Marketing Projects Strategic Plan ID# Completion or Target Date PSC Webinar recorded and posted to employer section of the website 2B1.1 4Q2013 Create a fully custom newsletter with targeted articles including custom meet your rep article Enrolment Kit updated to include RICP information Send out Stick with the Program messaging and enrollment informationpromote Managed Accounts price change. Ongoing 4.A B.1.2 4Q2013 4Q2013 4Q

27 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Administrators Report Project Strategic Initiative Project Status Comments Fund Addition Complete Processed the addition of the PIMCO All Asset fund on 12/16/ RMD force out Complete Completed all force outs, less participants still employed that opted out on 12/13/

28 Fourth Quarter 2013 South Carolina Deferred Compensation Commission Plan Review Communication and Education Fourth Quarter Educational Campaigns- Retirement Readiness Seminars: Getting Ready to Retire, Approaching Retirement, Fundamentals of Investing, Enrollment, and Investment Advisory Services. Third Quarter Field Activity- Field Activity 1 ST Quarter nd Quarter r d Quarter th Quarter 2013 Year-To- Date 2013 Field Service Goal 1) Group Meetings ,231 1,260 98% 2) Individual Appointments 1,638 1,451 1, *5,572 5, % 3) Add 6 new Employers % 4) Convert Employers to remit money electronically 5) Migrate Manual Employers to PSC YTD % to Goal % % New Enrollments ,892 RI Enrollments ,642 Walk-In Center: Phone Volume 2,212 2,261 1,893 2,217 8,583 Walk-In Center Visitors ,450 *Includes Employer Meetings Field Campaigns: National Save for Retirement Week Employee Benefit Fairs. Getting Ready to Retire Seminars. RICP Retirement Readiness Employer Outreach Program: Added one new employer: Newberry County Water and Sewer Meetings with Employers: Employer Plan Service Center (PSC) webinars-31 attendees /5 Fiduciary Responsibility webinars, 143 attendees Total Number of Employers as of 12/31/

29 State of South Carolina For the Period From October 1, 2013 to December 31,

30 Table of Contents Assets Contributions Participation Distributions Reality Investing Participant Services Field Activity Appendix A Supplemental Charts Securities, when offered, are offered through GWFS Equities, Inc., and/or other broker dealers. Great-West Retirement Services refers to products and services provided by Great-West Life & Annuity Insurance Company, FASCore, LLC (FASCore Administrators, LLC in California), First Great-West Life & Annuity Insurance Company, White Plains, New York and their subsidiaries and affiliates. Great-West Life & Annuity Insurance Company is not licensed to conduct business in New York. Insurance products and related services are sold in New York by its subsidiary, First Great-West Life & Annuity Insurance Company. Other products and services may be sold in New York by FASCore, LLC. Managed account guidance and advice services are offered by Advised Assets Group, LLC (AAG) a federally registered investment adviser. AAG, FASCore, LLC (FASCore Administrators in California), First Great-West Life & Annuity Insurance Company and GWFS Equities, Inc. are wholly owned subsidiaries of Great-West Life & Annuity Insurance Company. Representatives of GWFS Equities, Inc. are not registered investment advisers, and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax adviser as needed. The Power of Partnering and the Partnership logo are service marks of Great-West Life & Annuity Insurance Company Great-West Life & Annuity Insurance Company. All rights reserved. 2

31 Executive Summary u Plan assets were at $3, million as of December 31, 2013 u Plan assets grew by $ million (3.8%) from October 1, 2013 to December 31, 2013 u Contributions were $42.91 million from October 1, 2013 to December 31, 2013 u From October 1, 2013 to December 31, 2013 there were 101,591 participants 3

32 Executive Summary - Continued Total Assets u Assets at December 31, 2013 $3, u Less assets at September 30, 2013 $3, u Asset change for the quarter $ Asset Components u Contributions for the quarter $42.91 u Less distributions for the quarter -$69.02 u Net investment gain for the quarter $ u Asset change for the quarter $

33 Assets $4,000.0 $3, , , , , , Dollar Amount (in Millions) $2,400.0 $1,600.0 $800.0 $0.0 12/31/2012 3/31/2013 6/30/2013 9/30/ /31/ Plan (k) Plan 2, , , , ,

34 Assets Combined as of 12/31/ Total Active Accounts: 12/31/ ,330 3/31/ ,851 6/30/ ,726 9/30/ ,088 12/31/ ,591 Average Account Balance per Account: 12/31/2012 $29,981 3/31/2013 $31,257 6/30/2013 $31,907 9/30/2013 $33,212 12/31/2013 $34,650 Average Number of Investment Options per Account: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 9/30/ /31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 2,376, % 182 2,483, % 200 Schw ab SDB Money Market Roth 85, % 20 46, % 20 Schw ab SDB Securities 9,132, % ,624, % 183 Schw ab SDB Securities Roth 274, % , % 14 11,869, % 13,459, % Asset Allocation SSgA Target Retirement 2010 SL Series II 47,448, % 3,078 47,309, % 3,035 SSgA Target Retirement 2020 SL Series II 83,155, % 6,071 87,047, % 6,051 SSgA Target Retirement 2030 SL Series II 46,064, % 5,803 49,758, % 5,813 SSgA Target Retirement 2040 SL Series II 27,175, % 4,661 28,812, % 4,649 SSgA Target Retirement 2050 SL Series II 733, % , % 597 SSgA Target Retirement Inc SL Series II 23,021, % 2,964 22,999, % 2, ,598, % 236,848, % International American Funds EuroPacific Grow th Fund A 0 0.0% % 1 Fidelity Diversified International Fund 100,494, % 22, ,944, % 23,205 American Funds EuroPacific Gr R6 68,325, % 17,327 77,240, % 19,704 American Funds New Perspective R6 36,671, % 9,424 35,599, % 7, ,491, % 223,783, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 9,909, % 2,189 11,169, % 1,770 AllianceBern Small Cap Grow th I 40,593, % 8,448 46,907, % 7,179 American Beacon Small Cp Val Inst 30,347, % 11,481 38,819, % 12,608 80,849, % 96,895, % M id-cap T. Row e Price Mid-Cap Value 148,082, % 23, ,349, % 23,532 Munder Mid Cap Core Grow th R6 88,381, % 14,984 95,454, % 14, ,464, % 248,803, % Large-Cap Dodge & Cox Stock Fund 224,112, % 27, ,294, % 28,322 T. Row e Price Grow th Stock 146,294, % 19, ,298, % 21,513 Vanguard Institutional Index Fund Plus 368,911, % 35, ,700, % 35, ,318, % 821,294, % Balanced PIMCO All Asset Instl 0 0.0% - 124, % % 124, % Bond BlackRock Inflation Protected Bond Instl 16,372, % 5,045 16,863, % 5,937 PIMCO Total Return Instl 129,196, % 20, ,426, % 20, ,569, % 143,289, % Fixed Certificate Fund Post ,808, % 23, ,483, % 23,873 Certificate Fund Pre ,491, % 25, ,080, % 25,022 South Carolina Stable Value Fund 1,079,049, % 55,520 1,083,096, % 58,197 1,743,350, % 1,735,660, % 3,390,511, % 3,520,160, %

35 Assets 401(k) Plan 7 Active Participants: 12/31/ ,145 3/31/ ,764 6/30/ ,008 9/30/ ,495 12/31/ ,160 Average Account Balance per Participant: 12/31/2012 $28,827 3/31/2013 $30,173 6/30/2013 $30,785 9/30/2013 $32,193 12/31/2013 $33,760 Average Number of Investment Options per Participant: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 9/30/ /31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 1,591, % 129 1,475, % 135 Schw ab SDB Money Market Roth 58, % 16 24, % 16 Schw ab SDB Securities 6,660, % 124 7,545, % 129 Schw ab SDB Securities Roth 248, % , % 11 8,559, % 9,313, % Asset Allocation SSgA Target Retirement 2010 SL Series II 37,634, % 2,254 37,732, % 2,231 SSgA Target Retirement 2020 SL Series II 65,488, % 4,731 68,559, % 4,715 SSgA Target Retirement 2030 SL Series II 36,008, % 4,528 38,899, % 4,535 SSgA Target Retirement 2040 SL Series II 21,440, % 3,630 23,249, % 3,642 SSgA Target Retirement 2050 SL Series II 611, % , % 479 SSgA Target Retirement Inc SL Series II 15,526, % 1,938 15,547, % 1, ,709, % 184,755, % International American Funds EuroPacific Grow th Fund A 0 0.0% % 1 Fidelity Diversified International Fund 79,679, % 17,773 88,111, % 17,962 American Funds EuroPacific Gr R6 52,185, % 13,205 59,042, % 14,950 American Funds New Perspective R6 29,336, % 7,010 28,497, % 6, ,201, % 175,651, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 7,540, % 1,677 8,458, % 1,361 AllianceBern Small Cap Grow th I 31,684, % 6,390 36,352, % 5,534 American Beacon Small Cp Val Inst 23,926, % 8,538 30,456, % 9,423 63,152, % 75,267, % M id-cap T. Row e Price Mid-Cap Value 113,569, % 17, ,480, % 17,915 Munder Mid Cap Core Grow th R6 72,596, % 11,814 78,221, % 11, ,165, % 195,702, % Large-Cap Dodge & Cox Stock Fund 173,104, % 21, ,420, % 21,821 T. Row e Price Grow th Stock 122,700, % 15, ,274, % 17,225 Vanguard Institutional Index Fund Plus 297,466, % 28, ,747, % 28, ,271, % 659,442, % Balanced PIMCO All Asset Instl 0 0.0% - 64, % % 64, % Bond BlackRock Inflation Protected Bond Instl 12,657, % 3,848 13,067, % 4,545 PIMCO Total Return Instl 98,052, % 15,714 95,943, % 15, ,709, % 109,010, % Fixed Certificate Fund Post ,783, % 15, ,532, % 15,217 Certificate Fund Pre ,617, % 17, ,093, % 16,808 South Carolina Stable Value Fund 805,607, % 41, ,065, % 43,861 1,195,008, % 1,195,690, % 2,494,778, % 2,604,898, %

36 Assets 457 Plan Active Participants: 12/31/ ,185 3/31/ ,087 6/30/ ,718 9/30/ ,593 12/31/ ,431 Average Account Balance per Participant: 12/31/2012 $33,608 3/31/2013 $34,658 6/30/2013 $35,446 9/30/2013 $36,422 12/31/2013 $37,463 Average Number of Investment Options per Participant: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 9/30/ /31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 784, % 53 1,008, % 65 Schw ab SDB Money Market Roth 26, % 4 21, % 4 Schw ab SDB Securities 2,472, % 50 3,079, % 54 Schw ab SDB Securities Roth 26, % 3 37, % 3 3,310, % 4,146, % Asset Allocation SSgA Target Retirement 2010 SL Series II 9,814, % 824 9,577, % 804 SSgA Target Retirement 2020 SL Series II 17,667, % 1,340 18,487, % 1,336 SSgA Target Retirement 2030 SL Series II 10,056, % 1,275 10,858, % 1,278 SSgA Target Retirement 2040 SL Series II 5,734, % 1,031 5,563, % 1,007 SSgA Target Retirement 2050 SL Series II 121, % , % 118 SSgA Target Retirement Inc SL Series II 7,494, % 1,026 7,451, % 1,024 50,889, % 52,093, % International Fidelity Diversified International Fund 20,815, % 5,207 22,832, % 5,243 American Funds EuroPacific Gr R6 16,140, % 4,122 18,197, % 4,754 American Funds New Perspective R6 7,334, % 2,414 7,101, % 1,941 44,290, % 48,131, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 2,368, % 512 2,710, % 409 AllianceBern Small Cap Grow th I 8,909, % 2,058 10,554, % 1,645 American Beacon Small Cp Val Inst 6,420, % 2,943 8,362, % 3,185 17,697, % 21,627, % M id-cap T. Row e Price Mid-Cap Value 34,513, % 5,572 35,868, % 5,617 Munder Mid Cap Core Grow th R6 15,785, % 3,170 17,233, % 2,936 50,298, % 53,101, % Large-Cap Dodge & Cox Stock Fund 51,007, % 6,447 55,874, % 6,501 T. Row e Price Grow th Stock 23,594, % 3,581 27,024, % 4,288 Vanguard Institutional Index Fund Plus 71,444, % 7,168 78,953, % 7, ,046, % 161,851, % Balanced PIMCO All Asset Instl 0 0.0% - 60, % % 60, % Bond BlackRock Inflation Protected Bond Instl 3,715, % 1,197 3,796, % 1,392 PIMCO Total Return Instl 31,143, % 5,187 30,482, % 4,973 34,859, % 34,279, % Fixed Certificate Fund Post ,024, % 8, ,950, % 8,656 Certificate Fund Pre ,874, % 8,448 95,987, % 8,214 South Carolina Stable Value Fund 273,442, % 13, ,031, % 14, ,341, % 539,969, % 8 895,733, % 915,261, %

37 Assets Combined as of 12/31/2013 $2,000.0 $1, Dollar Amount (in millions) $1,600.0 $1,200.0 $800.0 $400.0 $- $ $ $ $ $ $96.90 $ % 4.1%2.8% 0.4% Fixed Large Cap 6.7% 7.1% 49.3% Mid Cap Asset Allocation International 23.3% Bond Small Cap 9 Self-Directed

38 After-Tax Roth Assets (as of December 31, 2013) 401(k) - December 31, 2013 Number of Roth Participant Accounts 2,514 Total 401(k) Roth Assets $22,793, Average Assets per Participant (quarterly) $9, December 31, 2013 Number of Roth Participant Accounts 266 Total 457 Roth Assets $695, Average Assets per Participant (quarterly) $2,

39 Transfer Activity by Investment Combined Investment ID Investment Name Transfers In Transfers Out Net AF-EPG American Funds EuroPacific Growth Fund A $0.00 $ $25.00 AVFIX American Beacon Small Cp Val Inst $6,629, $2,039, $4,590, BPRIX BlackRock Inflation Protected Bond Instl $2,534, $1,620, $913, DC-SF Dodge & Cox Stock Fund $5,852, $8,682, $2,830, FD-DIV Fidelity Diversified International Fund $4,318, $2,937, $1,380, MGOSX Munder Mid Cap Core Growth R6 $1,671, $2,194, $522, MGOYX Munder Mid Cap Core Growth Y $0.00 $2.50 -$2.50 PAAIX PIMCO All Asset Instl $941, $323, $618, PRGFX T. Rowe Price Growth Stock $3,334, $3,030, $304, PTTRX PIMCO Total Return Instl $4,061, $5,225, $1,163, QUAIX AllianceBern Small Cap Growth I $3,589, $1,097, $2,492, RERGX American Funds EuroPacific Gr R6 $4,264, $2,834, $1,430, RNPGX American Funds New Perspective R6 $3,328, $7,063, $3,735, S2010C SSgA Target Retirement 2010 SL Series II $653, $884, $231, S2020C SSgA Target Retirement 2020 SL Series II $925, $1,526, $601, S2030C SSgA Target Retirement 2030 SL Series II $649, $1,332, $682, S2040C SSgA Target Retirement 2040 SL Series II $699, $663, $35, S2050C SSgA Target Retirement 2050 SL Series II $5,053, $464, $4,588, SCGCF 84M Certificate Fund Post-2009 $8,430, $211, $8,218, SCHMMF Schwab SDB Money Market $623, $343, $280, SCHMMR Schwab SDB Money Market Roth $15, $37, $22, SCHSEC Schwab SDB Securities $0.00 $0.00 $0.00 SCHSER Schwab SDB Securities Roth $5,374, $3,783, $1,590, SCSVF South Carolina Stable Value Fund $16,213, $18,109, $1,896, SKCERT 84M Certificate Fund Pre-2010 $335, $10,240, $9,905, SRINCC SSgA Target Retirement Inc SL Series II $567, $281, $286, TISBX TIAA-CREF Small-Cap Blend Idx Inst $1,153, $2,562, $1,408, TRMCX T. Rowe Price Mid-Cap Value $4,439, $9,911, $5,472, VIIIX Vanguard Institutional Index Fund Plus $7,465, $5,726, $1,739,

40 Contributions - Combined Dollar Amount (in Millions) $60.0 $45.0 $30.0 $ $0.0 12/31/2012 3/31/2013 6/30/2013 9/30/ /31/ Plan (k) Plan

41 Contributions Combined as of 12/31/2013 Total Accounts Receiving Contributions: 12/31/ ,561 3/31/ ,561 6/30/ ,439 9/30/ ,127 12/31/ ,475 Average Contributions per Account: 12/31/2012 $1,118 3/31/2013 $1,213 6/30/2013 $1,262 9/30/2013 $1,313 12/31/2013 $1,060 Average Number of Investment Options per Account: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 143, % , % 45 Schw ab SDB Money Market Roth 4, % 5 1, % 3 147, % 144, % Asset Allocation SSgA Target Retirement 2010 SL Series II 774, % 1, , % 984 SSgA Target Retirement 2020 SL Series II 2,631, % 3,198 1,803, % 3,117 SSgA Target Retirement 2030 SL Series II 1,272, % 3,312 1,349, % 3,258 SSgA Target Retirement 2040 SL Series II 772, % 2, , % 2,528 SSgA Target Retirement 2050 SL Series II 56, % , % 209 SSgA Target Retirement Inc SL Series II 511, % , % 801 6,018, % 4,696, % International American Funds EuroPacific Grow th Fund A 982, % 9, % - Fidelity Diversified International Fund 2,136, % 13,515 1,945, % 13,552 American Funds EuroPacific Gr R6 304, % 9,007 1,346, % 11,934 American Funds New Perspective R6 1,605, % 7, , % 7,038 5,028, % 4,283, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 500, % 2, , % 1,312 AllianceBern Small Cap Grow th I 671, % 6, , % 4,165 American Beacon Small Cp Val Inst 979, % 8, , % 8,719 2,151, % 1,882, % M id-cap Munder Mid Cap Core Grow th Y 1,021, % 8, % - T. Row e Price Mid-Cap Value 2,939, % 13,956 2,304, % 13,993 Munder Mid Cap Core Grow th R6 275, % 7,199 1,084, % 8,232 4,236, % 3,389, % Large-Cap Dodge & Cox Stock Fund 3,815, % 15,443 3,109, % 15,487 T. Row e Price Grow th Stock 1,993, % 8,414 1,816, % 10,988 Vanguard Institutional Index Fund Plus 5,280, % 17,904 4,434, % 17,884 11,089, % 9,360, % Balanced PIMCO All Asset Instl 0 0.0% % % % Bond BlackRock Inflation Protected Bond Instl 446, % 2, , % 3,463 PIMCO Total Return Instl 2,720, % 12,020 2,354, % 10,837 3,167, % 2,802, % Fixed Certificate Fund Post ,754, % 10,962 3,024, % 10,767 South Carolina Stable Value Fund 18,404, % 19,456 13,330, % 21,777 22,159, % 16,354, % 13 53,998, % 42,914, %

42 Contributions 401(k) Plan Contributing Participants: 12/31/ ,136 3/31/ ,132 6/30/ ,005 9/30/ ,715 12/31/ ,213 Average Contributions per Participant: 12/31/2012 $1,101 3/31/2013 $1,228 6/30/2013 $1,221 9/30/2013 $1,369 12/31/2013 $1,034 Average Number of Investment Options per Participant: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 73, % 29 82, % 27 Schw ab SDB Money Market Roth % % 2 73, % 83, % Asset Allocation SSgA Target Retirement 2010 SL Series II 638, % , % 779 SSgA Target Retirement 2020 SL Series II 2,147, % 2,518 1,314, % 2,465 SSgA Target Retirement 2030 SL Series II 967, % 2,549 1,004, % 2,505 SSgA Target Retirement 2040 SL Series II 584, % 1, , % 1,942 SSgA Target Retirement 2050 SL Series II 40, % , % 162 SSgA Target Retirement Inc SL Series II 408, % , % 582 4,786, % 3,399, % International American Funds EuroPacific Grow th Fund A 772, % 7, % - Fidelity Diversified International Fund 1,770, % 10,495 1,521, % 10,543 American Funds EuroPacific Gr R6 234, % 6,961 1,004, % 9,093 American Funds New Perspective R6 1,322, % 5, , % 5,234 4,100, % 3,283, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 407, % 1, , % 967 AllianceBern Small Cap Grow th I 526, % 5, , % 3,177 American Beacon Small Cp Val Inst 806, % 6, , % 6,504 1,740, % 1,381, % M id-cap Munder Mid Cap Core Grow th Y 846, % 6, % - T. Row e Price Mid-Cap Value 2,371, % 10,682 1,733, % 10,740 Munder Mid Cap Core Grow th R6 222, % 5, , % 6,492 3,439, % 2,563, % Large-Cap Dodge & Cox Stock Fund 3,123, % 12,009 2,428, % 12,054 T. Row e Price Grow th Stock 1,672, % 6,983 1,441, % 8,745 Vanguard Institutional Index Fund Plus 4,542, % 14,424 3,520, % 14,393 9,338, % 7,390, % Balanced PIMCO All Asset Instl 0 0.0% % % % Bond BlackRock Inflation Protected Bond Instl 345, % 2, , % 2,711 PIMCO Total Return Instl 2,147, % 9,147 1,745, % 8,296 2,493, % 2,080, % Fixed Certificate Fund Post ,104, % 8,508 2,348, % 8,346 South Carolina Stable Value Fund 15,713, % 14,473 10,787, % 16,092 18,818, % 13,135, % 14 44,790, % 33,317, %

43 Contributions 457 Plan Contributing Participants: 12/31/2012 8,425 3/31/2013 8,429 6/30/2013 8,434 9/30/2013 8,412 12/31/2013 8,262 Average Contribution per Participant: 12/31/2012 $1,186 3/31/2013 $1,158 6/30/2013 $1,423 9/30/2013 $1,095 12/31/2013 $1,162 Average Number of Investment Options per Participant: 12/31/ /31/ /30/ /30/ /31/ Asset Class/Fund Name 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Accts Amount Pct Accts Self-Directed Schw ab SDB Money Market 70, % 17 61, % 18 Schw ab SDB Money Market Roth 3, % % 1 74, % 61, % Asset Allocation SSgA Target Retirement 2010 SL Series II 135, % , % 205 SSgA Target Retirement 2020 SL Series II 484, % , % 652 SSgA Target Retirement 2030 SL Series II 305, % , % 753 SSgA Target Retirement 2040 SL Series II 187, % , % 586 SSgA Target Retirement 2050 SL Series II 15, % 40 19, % 47 SSgA Target Retirement Inc SL Series II 103, % , % 219 1,231, % 1,296, % International American Funds EuroPacific Grow th Fund A 209, % 2, % - Fidelity Diversified International Fund 365, % 3, , % 3,009 American Funds EuroPacific Gr R6 69, % 2, , % 2,841 American Funds New Perspective R6 283, % 2, , % 1, , % 999, % Small-Cap TIAA-CREF Small-Cap Blend Idx Inst 93, % , % 345 AllianceBern Small Cap Grow th I 144, % 1, , % 988 American Beacon Small Cp Val Inst 173, % 2, , % 2, , % 501, % M id-cap Munder Mid Cap Core Grow th Y 175, % 1, % - T. Row e Price Mid-Cap Value 567, % 3, , % 3,253 Munder Mid Cap Core Grow th R6 53, % 1, , % 1, , % 826, % Large-Cap Dodge & Cox Stock Fund 692, % 3, , % 3,433 T. Row e Price Grow th Stock 320, % 1, , % 2,243 Vanguard Institutional Index Fund Plus 737, % 3, , % 3,491 1,750, % 1,969, % Balanced PIMCO All Asset Instl 0 0.0% % % % Bond BlackRock Inflation Protected Bond Instl 101, % , % 752 PIMCO Total Return Instl 572, % 2, , % 2, , % 722, % Fixed Certificate Fund Post , % 2, , % 2,421 South Carolina Stable Value Fund 2,691, % 4,983 2,543, % 5,685 3,341, % 3,219, % 15 9,207, % 9,596, %

44 Contributions by Asset Class Combined as of 12/31/2013 $20.00 Dollar Amount (in millions) $16.00 $12.00 $8.00 $4.00 $- $16.35 $9.36 $4.70 $4.28 $3.39 $2.80 $1.88 $ % 7.9% 6.5% 4.4% 0.3% 38.1% Fixed Large Cap Asset Allocation International Mid Cap 10.9% Bond 21.8% Small Cap Self-Directed 16

45 After-Tax Roth Contributions (October 1, 2013 to December 31, 2013) Number of Participants Contributing 1,115 Total Amount Contributed $1,322, Average Contribution Amount (quarterly) $1, Number of Participants Contributing 335 Total Amount Contributed $164, Average Contribution Amount (quarterly) $

46 Participation 130, , , , , ,591 97,500 65,000 32, /31/2012 3/31/2013 6/30/2013 9/30/ /31/ Plan 25,185 25,087 24,718 24,593 24, (k) Plan 79,145 78,764 78,008 77,495 77,160 18

47 Participants 100% Invested in One Fund by age range 401(k) Plan Investment Name Asset Class Total Schwab SDB Money Market Brokerage American Funds New Perspective R6 International BlackRock Inflation Protected Bond Instl Bond TIAA-CREF Small-Cap Blend Idx Inst Small Cap American Beacon Small Cp Val Inst Small Cap AllianceBern Small Cap Growth I Small Cap Munder Mid Cap Core Growth R6 Mid Cap SSgA Target Retirement 2010 SL Series II Asset Allocation American Funds EuroPacific Gr R6 International T. Rowe Price Mid-Cap Value Mid Cap SSgA Target Retirement 2020 SL Series II Asset Allocation Dodge & Cox Stock Fund Large Cap PIMCO Total Return Instl Bond Fidelity Diversified International Fund International T. Rowe Price Growth Stock Large Cap Certificate Fund Pre-2010 Fixed Vanguard Institutional Index Fund Plus Large Cap ,986 Certificate Fund Post-2009 Fixed SSgA Target Retirement 2030 SL Series II Asset Allocation SSgA Target Retirement 2050 SL Series II Asset Allocation SSgA Target Retirement Inc SL Series II Asset Allocation South Carolina Stable Value Fund Fixed 209 1,676 3,860 6,361 6,510 18,616 SSgA Target Retirement 2040 SL Series II Asset Allocation All Investment Options All Asset Classes 750 2,884 5,948 8,669 8,797 27,048 Total Participants Invested 100% in Target Date Funds 3,500 3,000 2,937 2,500 2,000 1,500 1, Total

48 Participants 100% Invested in One Fund by age range 457 Plan Investment Name Asset Class Total TIAA-CREF Small-Cap Blend Idx Inst Small Cap Munder Mid Cap Core Growth R6 Mid Cap Certificate Fund Pre-2010 Fixed PIMCO Total Return Instl Bond AllianceBern Small Cap Growth I Small Cap BlackRock Inflation Protected Bond Instl Bond Fidelity Diversified International Fund International American Beacon Small Cp Val Inst Small Cap American Funds EuroPacific Gr R6 International T. Rowe Price Mid-Cap Value Mid Cap Dodge & Cox Stock Fund Large Cap T. Rowe Price Growth Stock Large Cap SSgA Target Retirement 2020 SL Series II Asset Allocation SSgA Target Retirement 2010 SL Series II Asset Allocation Vanguard Institutional Index Fund Plus Large Cap Certificate Fund Post-2009 Fixed SSgA Target Retirement 2050 SL Series II Asset Allocation SSgA Target Retirement 2030 SL Series II Asset Allocation SSgA Target Retirement Inc SL Series II Asset Allocation South Carolina Stable Value Fund Fixed ,676 3,262 SSgA Target Retirement 2040 SL Series II Asset Allocation All Investment Options All Asset Classes ,589 3,034 6,500 Total Participants Invested 100% in Target Date Funds 1,500 1,200 1, Total

49 Participants 100% in Stable Value ,361 6, , , K Plan 457 Plan

50 Diversification by Number of Investments 401(k) Plan Diversification by Number of Investments % % % % % % % % % % % % % % % % % % % % % % Total: % 22 Category Value Percent of Assets Participants With Balances 1 Investment $514,152, % 27,048 2 Investments $493,311, % 14,821 3 Investments $367,487, % 8,548 4 Investments $262,235, % 5,955 5 Investments $218,728, % 4,279 6 Investments $159,525, % 2,797 7 Investments $130,812, % 1,947 8 Investments $95,678, % 2,061 9 Investments $91,835, % 2, Investments $133,855, % 3, Investments $60,232, % 1, Investments $33,366, % Investments $19,494, % Investments $11,432, % Investments $5,810, % Investments $2,541, % Investments $1,404, % Investments $1,985, % Investments $225, % Investments $85, % Investments $661, % 7 22 Investments $35, % 2 Total Summary $2,604,898, % 76,253 Average Number of Investments per Participant: 3.48

51 Diversification by Number of Investments 457 Plan Diversification by Number of Investments % % % % % % % % % % % % % % % % % % % % % Total: % 23 Category Value Percent of Assets Participants With Balances 1 Investment $148,541, % 6,500 2 Investments $185,609, % 5,015 3 Investments $234,740, % 4,724 4 Investments $79,904, % 1,661 5 Investments $62,907, % 1,252 6 Investments $48,374, % Investments $32,678, % Investments $27,616, % Investments $25,638, % Investments $34,323, % 1, Investments $18,193, % Investments $8,191, % Investments $3,946, % Investments $1,217, % Investments $1,294, % Investments $1,087, % Investments $188, % Investments $131, % 8 19 Investments $376, % 6 20 Investments $256, % 6 21 Investments $42, % 3 Total Summary $915,261, % 24,057 Average Number of Investments per Participant: 3.62

52 Quarterly Distribution 401k & 457 Plans 401(k) Plan Distribution Type Distributed Assets Percentage of Assets Participants with Distributions Percentage of Participants Distribution Count Percentage of Distributions Age 59 1/2 $ 6,265, % % % Beneficiary payment $ 260, % % % Death $ 2,636, % % % Defined benefit service credits $ 1,217, % % % Disability $ 92, % % % Excess deferrals dist 4-15 of yr following excess $ % % % Financial hardship/unforeseeable emergency $ 544, % % % In service withdrawal $ 81, % % % Loan $ 4,624, % % % Minimum required distribution $ 6,315, % 3, % 3, % QDRO fee $ 1, % % % Qualified domestic relations order $ 207, % % % Retirement $ 13,140, % 1, % 2, % Severance of employment $ 10,437, % % % Total $ 45,824, % 6, % 8, % 457 Plan Distribution Type Distributed Assets Percentage of Assets Participants with Distributions Percentage of Participants Distribution Count Percentage of Distributions AGE 70 1/2 INSERVICE WD $ 44, % % % Beneficiary payment $ 943, % % % Death $ 2,099, % % % Defined benefit service credits $ 186, % % % Disability $ 3, % % % Financial hardship/unforeseeable emergency $ 57, % % % Inservice from rollover money type only $ 1, % % % Loan $ 736, % % % Minimum required distribution $ 7,765, % 2, % 3, % Out of year excess deferral of interest amount $ % % % Out of year excess deferral of principal amount $ % % % QDRO fee $ % % % Qualified domestic relations order $ % % % Retirement $ 7,684, % 1, % 1, % Severance of employment $ 3,634, % % % Total $ 23,156, % 4, % 6, % 24 Grand Total $ 68,981,539 11,177 14,206

53 Distributions Combined as of 12/31/2013 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Count Amount Pct Count Full Withdrawals Age 59½ % % 1 Benefit Payment % 1 67, % 2 Death 2,773, % 77 3,478, % 106 Disability 182, % 28 61, % 10 Plan to Plan Transfer 0 0.0% 0 30, % 1 QDRO 285, % 3 167, % 4 Retirement 23,361, % ,454, % 343 Separation of Service 6,581, % ,665, % 562 Total Full Withdrawals: 33,185, % 1,156 27,926, % 1,029 Partial Withdrawals Age 59½ 6,425, % 530 6,148, % 528 Benefit Payment 2, % 3 54, % ½ In-Service 6, % 1 39, % 6 Death 815, % 51 1,254, % 67 Disability 28, % 3 30, % 4 Excess Deferral - In Year 0 0.0% 0 7, % 3 Excess Deferral - Late 2, % % 0 Excess Deferral - Interest % % 0 Excess Deferral - Principal % % 0 Hardship 716, % , % 210 In Service - ROMT 5, % 1 1, % 1 In Service 194, % 19 81, % 12 Loan 7,390, % 975 5,363, % 776 Minimum Distribution 231, % 75 8,712, % 5,019 QDRO 83, % 1 37, % 1 Retirement 5,388, % 521 4,643, % 467 QDRO Fee 1, % 9 1, % 12 Separation of Service 1,447, % 144 2,406, % 246 Service Credit 1,559, % 74 1,404, % 67 Total Partial Withdrawals: 24,299, % 2,687 30,789, % 7,433 Periodic Payments Age 59½ 116, % , % 48 Benefit Payment 324, % 119 1,082, % 287 Disability 3, % 4 3, % 5 Minimum Distribution 934, % 422 5,363, % 1,567 QDRO 0 0.0% 0 2, % 1 Retirement 2,092, % 924 3,728, % 1,533 70½ In-Service 4, % 2 4, % 2 Death 0 0.0% 0 1, % 2 Total Periodic Payments: 3,475, % 1,515 10,303, % 3, ,960, % 5,358 69,019, % 11,907

54 Distributions 401(k) Plan 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Count Amount Pct Count Full Withdrawals Age 59½ % % 1 Benefit Payment % % 0 Death 1,036, % 36 1,906, % 48 Disability 179, % 27 61, % 10 QDRO 185, % 2 167, % 4 Retirement 16,287, % 437 8,330, % 232 Separation of Service 4,796, % 330 8,351, % 424 Total Full Withdrawals: 22,486, % ,819, % 719 Partial Withdrawals Age 59½ 6,425, % 530 6,148, % 528 Benefit Payment 0 0.0% 0 27, % 7 Death 401, % , % 27 Disability 28, % 3 30, % 4 Excess Deferral - In Year 0 0.0% 0 6, % 2 Excess Deferral - Late 2, % % 0 Hardship 632, % , % 184 In Service 194, % 19 81, % 12 Loan 6,474, % 833 4,627, % 658 Minimum Distribution 115, % 46 3,913, % 2,577 QDRO 83, % 1 37, % 1 Retirement 4,453, % 411 3,625, % 351 QDRO Fee 1, % 7 1, % 12 Separation of Service 1,170, % 111 2,085, % 185 Service Credit 1,462, % 64 1,217, % 58 Total Partial Withdrawals: 21,446, % 2,283 23,074, % 4,606 Periodic Payments Age 59½ 116, % , % 48 Benefit Payment 58, % , % 85 Disability % % 2 Minimum Distribution 469, % 209 2,401, % 746 QDRO 0 0.0% 0 2, % 1 Retirement 1,035, % 452 1,184, % 572 Death 0 0.0% 0 1, % 2 Total Periodic Payments: 1,680, % 737 3,940, % 1, ,613, % 3,854 45,834, % 6,781

55 Distributions 457 Plan 7/1/2013 to 9/30/ /1/2013 to 12/31/2013 Amount Pct Count Amount Pct Count Full Withdrawals Benefit Payment 0 0.0% 0 67, % 2 Death 1,737, % 41 1,572, % 58 Disability 3, % % 0 Plan to Plan Transfer 0 0.0% 0 30, % 1 QDRO 99, % % 0 Retirement 7,073, % 177 4,123, % 111 Separation of Service 1,784, % 102 3,313, % 138 Total Full Withdrawals: 10,698, % 322 9,106, % 310 Partial Withdrawals Benefit Payment 2, % 3 27, % 7 70 ½ In-Service 6, % 1 39, % 6 Death 413, % , % 40 Excess Deferral - In Year 0 0.0% 0 1, % 1 Excess Deferral - Interest % % 0 Excess Deferral - Principal % % 0 Hardship 83, % 44 57, % 26 In Service - ROMT 5, % 1 1, % 1 Loan 915, % , % 118 Minimum Distribution 116, % 29 4,799, % 2,442 Retirement 935, % 110 1,017, % 116 QDRO Fee % % 0 Separation of Service 277, % , % 61 Service Credit 96, % , % 9 Total Partial Withdrawals: 2,853, % 404 7,715, % 2,827 Periodic Payments Benefit Payment 266, % , % 202 Disability 3, % 3 3, % 3 Minimum Distribution 465, % 213 2,961, % 821 Retirement 1,056, % 472 2,543, % ½ In-Service 4, % 2 4, % 2 Total Periodic Payments: 1,795, % 778 6,362, % 1, ,347, % 1,504 23,184, % 5,126

56 Rollovers Out Combined (4 th Quarter) $4.00 $3.50 $0.68 $3.00 $2.50 In Millions $2.00 $1.50 $1.00 $2.57 $0.26 $1.45 $0.63 $0.58 $0.00 $0.45 $0.00 $0.00 $0.54 $0.47 $0.50 $1.01 $0.91 $0.90 $0.89 $0.79 $0.78 $0.69 $0.65 $ (k) Rollovers 457 Rollovers 401K $ Total Total Rollovers $10,637, $4,204, $14,842,

57 Rollins Combined (4 th Quarter) 401(k) Money Type Total Dollar Amount Number of Transactions Roth Rollovers $9, IRA Rollovers $1,105, Roth 401K Rollovers $4, Other Rollovers - Including TERI $5,297, Total 401(k) Rollovers $6,416, Money Type Total Dollar Amount Number of Transactions 457 Rollovers $85, Total 457 Rollovers $85, Combined Money Type Total Dollar Amount Number of Transactions Roth Rollovers $9, IRA Rollovers $1,105, Roth 401K Rollovers $4, Other Rollovers - Including TERI $5,297, Rollovers $85, Grand Total Rollovers $6,501,

58 Loans Combined , Loan 2+ Loans 401K K 457 Total Participants with Loans: 12,141 1,940 Total Active Loan Balance: $67,255, $9,975, Total Inactive Loan Balance: $7,412, $1,296, Defaulted Loans in Quarter: Defaulted Loans in Dollars: $1,386, $684, New Loans in Quarter: New Loans in Dollars: $4,827, $4,201,267.22

59 31 Reality Investing 401(k) Plan

63 35 Reality Investing 457 Plan

67 Participant Services 60,000 50,000 50,494 47,257 47,225 40,000 30,000 20,000 10,000-4,584 4,279 3,953 3,223 3,030 2,816 Oct 2013 Nov 2013 Dec 2013 Total CS Calls Total KeyTalk Total Web Visits 39

68 Field Activity 4th Quarter Field and Local Office Activity- Field Activity 1st Quarter nd Quarter rd Quarter th Quarter 2013 Year to Date 2013 Field Service Goals % to Goal Group Meetings ,231 1,260 98% Individual Appointments New Enrollments 1,638 1,451 1, ,572* 5, % ,892 RI Enrollments ,642 Phone Volume 2,212 2,261 1,893 2,217 8,583 Walk-Ins *Includes Employer Meetings 40

69 Appendix A-Supplemental Charts Fund Performance Age Stratification Charts

70 42 Fund Performance

71 43 Asset Allocation by Age 401(k) Plan

72 44 Asset Allocation by Age 401(k) Plan

73 Asset Allocation by Age 401(k) Plan 45

74 Asset Allocation by Age 401(k) Plan 46

75 47 Asset Allocation by Age 457 Plan

76 48 Asset Allocation by Age 457 Plan

77 Asset Allocation by Age 457 Plan 49

78 Asset Allocation by Age 457 Plan 50

79 Participant Average Balance by Age 401(k) Plan 70K 60K Average Balance 50K 40K 30K 20K 10K 25 and under Ov er 65 Unknown Age 0K 25 and under Ov er 65 Unknown Age Group Age 51 Summary Participants Average Age Group With Balances Total Balance Balance 25 and under 583 $1,023, $1, ,792 7,616 14,638 15,903 7,642 9,862 5,927 Over 65 10,218 $618,388, $60, Unknow n Age 72 76,253 $22,560, $288,089, $485,177, $5, $95,657, $12, $290,226, $19, $434,616, $27, $37, $49, $368,871, $62, $286, $3, $2,604,898, $34,161.27

80 Participant Average Balance by Age 457 Plan 60K Average Balance 50K 40K 30K 20K 10K 25 and under Ov er 65 Unknown Age 0K 25 and under Ov er 65 Unknown Age Group Age 52 Summary Participants Average Age Group With Balances Total Balance Balance 25 and under 273 $445, $1, Over 65 Unknow n Age 1,439 1,959 2,946 3,532 1,982 2,867 1,974 7, ,057 $7,172, $53,871, $18, $105,913, $29, $74,824, $109,151, $415,762, $4, $21,995, $11, $37, $126,016, $43, $55, $58, $108, $4, $915,261, $38,045.54

81 Pre-Tax Deferrals 401(k) Plan Average Before Tax Paycheck Contribution By Age-Amount < Age 53 Summary - BEFORE Tax Deferral Percentage/Amount Assets % Of Assets Participants $0-25 $576,655, % 37,447 $26-50 $152,609, % 7,997 $51-75 $64,140, % 2,246 $ $144,149, % 3,876 $ $31,932, % 720 $ $60,707, % 1,178 $ $18,343, % 292 $ $83,433, % 1,308 $ $12,848, % 169 $ $43,648, % 556 $>=251 $653,066, % 4,729 Average Deferral Amount $87.51 $ % - Catch-Up Deferrals $ % - Terminated Participants $763,363, % 15,735 Total Participant Assets $2,604,898, % 76,253 -

82 Pre-Tax Deferrals 457 Plan 250 Average Before Tax Paycheck Contribution by Age-Amount < Age 66+ Summary - BEFORE Tax Deferral Percentage/Amount Assets % Of Assets Participants $0-25 $193,331, % 9,688 $26-50 $27,595, % 1,752 $51-75 $11,138, % 480 $ $21,256, % 805 $ $5,702, % 158 $ $11,086, % 246 $ $2,205, % 45 $ $15,163, % 293 $ $1,771, % 37 $ $8,536, % 143 $>=251 $215,490, % 1, Average Deferral Amount $ Catch-Up Deferrals $22, Terminated Participants $401,981, % 8,573 Total Participant Assets $915,261, % 24,057

83 PUBLIC EMPLOYEE BENEFIT AUTHORITY AGENDA ITEM Retirement Policy Committee Meeting Date: March 5, 2014 Tab 5 1. Subject: S. C. Deferred Compensation Program (SCDCP) 2. Summary: SCDCP Best Practice Recommendations Continued Background Information: Segal Rogerscasey has collaborated with PEBA staff to assemble a list of best practice recommendations relating to SCDCP. 3. What is Board asked to do? Receive as information 4. Supporting Documents: (a) List those attached: 1. SCDCP Best Practice Recommendations

84 BASICS OF IMPROVING AND MANAGING YOUR 457 PLAN Best Practices- Road Map to Pleasure Island Copyright 2012 by Segal Rogerscasey, Inc. All rights reserved. Copyright 2014 by Segal Rogerscasey. All rights reserved. Segal Rogerscasey Robert A. Liberto Rosemary Guillette Senior Vice President Senior Consultant

85 Topics For Discussion Current Plan Structure Plan Governance and Oversight Consolidate Record Keeping Enrollment Strategies Contribution Strategies Roth 457 Feature Open Architecture Fee Disclosure/ Transparency Qualified Default Investment Alternatives (QDIA) Targeted Marketing and Communications Participant Loans Self-Directed Brokerage Option Integrated Retirement Benefits Investment Advisory Services Benchmarking/Auditing Segal Rogerscasey 1

86 Current Plan Structure The following have already been addressed by the Program Plan Governance Open Architecture Qualified Default Investment Alternatives (QDIA) Marketing and Communication Investment Advisory Services Auditing Roth 457 Feature Segal Rogerscasey 2

87 Current Plan Structure Potential Program Improvements: Self-Directed Brokerage Limit Dollar amount Investment options DOL discussions Previous Segal Rogerscasey memo Separate Accounts (white label) Pros and Cons Cost Savings (mutual fund costs are higher) Additional fees» Startup fee from Great-West» Segal Rogerscasey additional due diligence fee Additional administration (legal, custodian) Segal Rogerscasey 3

88 Current Plan Structure Potential Program Improvements: Marketing Surveys Focus Groups Fee Disclosure Automatic Enrollment Automatic Escalation Loans- restrict number of loans Restrict Number Restrict $ amount In line with other programs Segal Rogerscasey 4

89 Current Plan Structure Potential Program Improvements: Retirement Readiness Statements Segal s communication department Great-West resources DB information Benchmarking Options Other Great-West State Plans Annuity Options Segal Rogerscasey Memo Pros/Cons Segal Rogerscasey 5

90 Plan Governance & Oversight 457 Plan Document Custom Prototype Legislative Updates Responsible Party Fiduciary Training Board Policy travel, gifts, attendance at conferences Segal Rogerscasey 6

91 Consolidate Record Keeping Ease of Administration Reduced Cost Leverage assets for favorable pricing Improved Communications/ Education Simplify Participant Decision Making Process Segal Rogerscasey 7

92 Enrollment Strategies Automatic Enrollment (If allowed) Retroactive Enrollment (for existing non-participating employees) On-Line Enrollment Segal Rogerscasey 8

93 Contribution Strategies Automatic Increase (plan level) Automatic Escalation (participant level) Automatic Rebalancing Employer Match (401(a) vs. 457) Segal Rogerscasey 9

94 Roth 457 Feature Post Tax Contributions Earnings Tax Free After Five Years Rollover to Roth IRA or in-plan Roth conversion Segal Rogerscasey 10

95 Open Architecture Best in Class Investment Options Diversification of Investment Offerings Use of Custom/Institutional Funds Use of Separate Accounts (White Label) Target Date Funds Appropriate Glide Path/ Diversification Stable Value Option General vs. Separate Account Lifetime Income Within Plan vs. Outside Plan Segal Rogerscasey 11

96 Fee Disclosure/Transparency Plan Sponsor/Participant Education and understanding of service provider fees and expenses Type of Fees Participant fees Fund expenses Transaction fees Service Provider revenue sharing Recordkeeping administration Investment advice Loans Managed accounts Fund Performance Segal Rogerscasey 12

97 Qualified Default Investment Alternatives (QDIA) Safe Harbor [ERISA 404(c)] Target Date/Lifestyle Balanced Funds Managed Accounts Segal Rogerscasey 13

98 Targeted Marketing and Communications Webinars Targeted Web/ Messaging Multimedia Presentations On-site Education Educational Mailers Surveys Focus Groups Segal Rogerscasey 14

99 Results A City posted a video on its employee intranet and sent a city-wide blast to all employees with a link to view the video Following the posting of the video and the accompanying rollout campaign, the plan saw a significant bump in new and existing participant activity: The average deferral amount went from $2,300 at the start of the campaign to $2,500 at 2011 year-end. More than 474 participants enrolled in the plan s managed account service 108% increase in total enrollments over the previous year. The plan logged 588 new enrollments in 2011, for an increase of 23% over the previous year. Segal Rogerscasey 15

100 Participant Loans Increased Participation Interest Paid to Participant Account Payroll Deduction/ACH Debit Segal Rogerscasey 16

101 Self-Directed Brokerage Option Allows Investments in Non-Core Options Reduced Need to Add Additional Core Options Transaction Fees/Restrictions Restrict to just Mutual Funds Restrict Dollar amount Segal Rogerscasey 17

102 Investment Advisory Services Automated (Guidance) On-Line Assistance Personal Investment Advice Segal Rogerscasey 18

103 Benchmarking/Audit Segal Rogerscasey 19

104 Thank you! Bob Liberto Rose Guillette Segal Rogerscasey 20

105 APPENDIX MEMO: Brokerage Window MEMO: Great-West Secure Foundation Due Diligence MEMO: American Taxpayer Relief Act: In-Plan Roth Conversions MEMO: Best Practices Segal Rogerscasey 21

106 BOSTON MEMORANDUM To: From: State of South Carolina Defined Compensation Commission Robert Liberto, Senior Vice President and Rosemary Elly Guillette, Consultant Date: June 29, 2012 Re: Brokerage Window Per your request, we are writing this memo to detail the history of the brokerage window within the current program, the current status of the brokerage window including the new DOL guidance for ERISA Plans, and the issues surrounding the Clarks request for a Registered Investment Advisor (RIA) to be able to trade within the brokerage platform with Schwab and receive fees through the participants pre-tax account. The question has been raised regarding the origin of the brokerage window within the State s 401(k) and 457 programs. The question has also been raised about whether it is common for public, defined contribution programs to employ brokerage windows as an investment option. Both of these questions are addressed below. The history of brokerage windows coincided with many programs move to a best in class approach. The best in class approach, which is a best practice for defined contribution plans, means that instead of offering participants hundreds of mutual fund options, the program instead offers a defined investment line-up. This would mean there would be one option in small cap growth, one in small cap value, one in international core, etc. This allows a participant to achieve diversification without the burden of having too many choices. When many plans switched to a best in class approach, they also decided to open a brokerage window for those few participants that were unhappy with the change and wanted to buy the mutual funds that were no longer available on the platform. The compromise was a brokerage window, which allowed participants the opportunity to buy a discontinued mutual fund or another mutual fund of their choice in the brokerage window. Many State and big city programs employ brokerage windows for this purpose. The number of participants that use the window is usually very small and represents a small portion of the overall program. In the State of South Carolina Plan there are 79,060 participants in the 401(k) program and 24,842 participants in the 457 program with only 112 and 46 participants in the brokerage window respectively. This represents well under one percent of your overall program participation. Great West provided us information regarding their other State programs they have on their platform. They have 17 State programs of which ten offer a brokerage window. Of the

107 June 29, 2012 Page 2 ten State programs with brokerage windows only one of these programs allows the RIA to trade within and get paid through the participant account. It is also helpful to discuss current issues surrounding brokerage windows along with the pros and cons of having a window within a program. The State of South Carolina is not regulated by ERISA and does not have to follow the rules of ERISA; however, many public plans use ERISA rules as a best practice and adopt ERISA rules voluntarily, This makes a review of the new DOL guidance relevant for both ERISA and non-erisa plans. In the last two weeks the DOL has offered some guidance around fee disclosure and monitoring for ERISA Plans within the brokerage account. This language is quoted below: Plan fiduciaries have a general duty of prudence to monitor a plan's investment menu.... If, through a brokerage window or similar arrangement, non-designated investment alternatives available under a plan are selected by significant numbers of participants and beneficiaries, an affirmative obligation arises on the part of the plan fiduciary to examine these alternatives and determine whether one or more such alternatives should be treated as designated for purposes of the regulation. Pending further guidance in this area, when a platform holds more than 25 investment alternatives, the department, as a matter of enforcement policy, will not require that all of the investment alternatives be treated, for purposes of this regulation, as designated investment alternatives if the plan administrator: (a) makes the required disclosures for at least three of the investment alternatives on the platform that collectively meet the "broad range' requirements in the ERISA 404(c) regulation; and (b) makes the required disclosures with respect to all other investment alternatives on the platform in which at least five participants and beneficiaries, or, in the case of a plan with more than 500 participants and beneficiaries, at least one percent of all participants and beneficiaries, are invested on a date that is not more than 90 days preceding each annual disclosure 1 There have been many articles and debates regarding this guidance as record keepers are not currently equipped to be able to provide the level of fee disclosure or details needed for the fiduciaries and consultants to monitor these programs as indicated by the DOL. This is going to continue to be a source of debate going forward. It may cause us to change our reports to include certain brokerage options for monitoring and require us to receive more information from the record keepers regarding these brokerage accounts in ERISA plans. The information above has caused many ERISA fiduciaries to question the necessity of their brokerage window given this new guidance.

108 June 29, 2012 Page 3 Even before the DOL guidance, there was a degree of debate around the issue of brokerage windows within a defined contribution program. Some individuals have been strong supporters of this option and others have remained cautious. The discussion below outlines many of these concerns. Supporters feel that participants should be allowed many options and tools within their defined contribution programs. If there are options and tools that will help participants manage their account, then these should not be withheld. The individuals on this side of the debate argue that this is the participants money, and they should have the freedom to invest however they wish. They believe it is the programs responsibility to give participants the best tools available to better manage their assets. This may include a brokerage window without restriction and access to an RIA. The other side of the debate feels that as plan sponsors, and fiduciaries, and given that the money has a preferred tax status, that it is important for the options and experience of participants be closely monitored and limited. They feel that a brokerage window is too open ended, which could cause participants a worse investment experience and possibly extra fees. The programs that are more conservative and still employ a brokerage window usually limit the window to only mutual funds as options. Some programs, including many ERISA plans, feel that given the new guidance from the DOL, these windows will be too difficult to monitor and represent too small of a portion of the overall program to remain viable. Many are considering eliminating them for these reasons. In summary, Segal Rogerscasey believes that a program can be effective and allow plenty of diversity without a brokerage window option. However, we do not see anything inherently negative with giving the participants the option of a brokerage window. We also believe that, if a brokerage window is employed its participation in the overall program should be monitored. If too many individuals use the brokerage window, there could be an issue of increased monitoring. Further, we do not believe it is necessary for the Commission to grant the Clarks request for their RIA to have access to the platform and receive fees through the participants account. This extra layer of fees will be difficult to disclose, and the regulations around this issue are still not clear from a best practices point of view. The brokerage window was established recently in the State of South Carolina defined contribution program and as such has seen little traction on either a participant or asset basis. Given the increased monitoring that may arise out of the DOL guidance and the resulting ambiguity around the disclosure of fees it may make sense for the Commission to consider closing this option to participants as it may not be worth the extra resources necessary to properly administer this option for so few participants. If you have any further questions or concerns please do not hesitate to contact us. cc: Ashley D. McAdoo, CPA 1 Steyer, Robert (2012, June 25). Labor Department fee disclosure guidance. Pension & Investments, Retrieved June 29, 2012 from

109 NEW YORK MEMORANDUM To: From: State of South Carolina Deferred Compensation Commission Robert Liberto, Senior Vice President Rosemary Elly Guillette, Senior Consultant Date: January 30, 2013 Re: Great-West SecureFoundation Due Diligence In early January, Great-West presented SecureFoundation, an in-plan Guaranteed Lifetime Income Solution to the Staff of the State of South Carolina Deferred Compensation Unit. Having SecureFoundation within the Deferred Compensation Program allows participants at or near retirement to invest a portion or all of their account balances into a product, that produces a guaranteed stream of income. The product was developed in response to concerns participants raised after the recent market events in 2008 that negatively affected account balances leaving little or no time to make up any significant losses. In addition, the product addresses concerns that participants may actually outlive their retirement savings. The product is a Guarantee Lifetime Withdrawal Benefit, providing the participant with a guaranteed stream of income for life. Unlike a traditional annuity, however, participants still have the option to transfer in and out of the product without a significant penalty. Each year the participant is in SecureFoundations, their contributions, transfers in and any positive investment gains establishes a Benefit Base or floor that is used in the product s calculation of the guaranteed annual withdrawal amount. Pros: Potential Reduction of Plan Withdrawals Guaranteed lifetime income stream the participant can transfer the accumulation of the assets into a guaranteed income stream Downside Income and Market Risk Protection the product utilizes a high water mark that is established once a year on the anniversary of the transfer into the Secure Foundation product. Conversion Risk Participants have the ability to withdrawal from the option without a penalty and obtain the market value of their portfolio. Longevity Risk Lifetime Income protection even if the market value of the original account has gone to zero Appreciation Opportunity Since the underlying investment in Secure Foundation is a lifecycle or lifestyle fund, assets appreciate Cons: Fiduciary Responsibility Unlike rules established by the Department of Labor for the Pension Protection Act of 2006 and the selection of a Qualified Default Investment Alternative, there are currently no such protections for the sponsor that selects Secure Foundation or a similar product. Issuer Insolvency insurance company guarantees providing the high water mark as well as the lifetime guarantee are backed by the General Account of Great-West. This requires additional

110 January 30, 2013 Page 2 monitoring by the Committee. All their documents state that the guarantees are subject to the claimspaying ability of the issuer. Cost The cost of the guarantee is currently 90 bps (fee can range from 70bps to 150bps) in addition to the fees associated with the underlying lifecycle or lifestyle fund, current 22 bps for the balanced fund and 22 to 25 bps for the target date funds. Portability Concerns These products are relatively new in the industry and even though the industry has developed ways to transfer the product from one recordkeeping platform to another these transfer guidelines have yet to be tested. There may also be additional cost associated with moving these funds. We looking forward to discussing these issues at the upcoming meeting.

111 NEW YORK MEMORANDUM To: From: State of South Carolina Deferred Compensation Commission Robert Liberto, Senior Vice President Rosemary Elly Guillette, Senior Consultant Date: February 18, 2013 Re: American Taxpayer Relief Act: In-Plan Roth Conversions On January 2, 2013, the President signed the newly enacted American Taxpayer Relief Act, which includes a new option to perform in-plan conversions of pretax dollars to Roth (after-tax) dollars in defined contribution retirement plans. Plan sponsors who previously did not implement an in-plan Roth conversion feature may now want to reconsider this feature in light of the greater benefits provided under the new law. For plan years beginning in 2013, employers will have the option, but not the obligation, to amend their defined contribution retirement plans to add (or expand) the new conversion feature. Conversion of inplan pretax assets creates a taxable event in the year of the conversion. From that point, though, any future qualified distributions of the converted amounts and accumulated earnings are available tax-free. Prior to the passage of the Act, in-plan Roth conversions were allowed but only for amounts that were otherwise distributable. Generally, therefore, only employees 59½ or older were eligible for in-plan Roth conversions. After the passage of the Act, previously ineligible amounts -- such as employee elective deferrals and employer matching contributions -- are now eligible. Thus, the Act provides participants with a higher base from which they can choose to convert to after-tax dollars. In-plan Roth conversions may be attractive to individuals who anticipate being subject to higher tax rates when they take plan distributions or who wish to create tax-free heritable assets. Participants should be aware, however, that their elections are irrevocable. Participants should also understand and plan for the tax consequences of the conversion. Specifically, the full amount of the conversion will be taxed in the year of the conversion, even though no assets will be distributed to help pay those taxes. We recommend that the Program allow this option for participants and adopt an amendment to their Plan Document to allow such a conversion. We can help the Program draft such an amendment for review by the Commission.

112 MEMO RANDU M To: From: The South Carolina Public Employee Benefit Authorityy (PEBA) Rosemary E. Guillette, Senior Consultant, Segal Rogerscasey Robert Liberto, Senior Vice President, Segal Rogerscasey Date: Re: October 3, 2013 Best Practices This memo is in response to questions surrounding the use of Best Practices within the State of South Carolina Defined Contribution Program. Segal Rogerscasey advocates that all our clients use Best Practices within their Defined Contributionn Programs.. These practices include a best in class approach to choosing investment managers, an open architecture format with clear record keeping fees, fee disclosure to all participants, descriptive investment policy guidelines outlining both risk and performance standards for the funds, and the lowest share class options for participants. We recommend that clients reduce or eliminate revenue sharing if possible and charge a record keeping basis point fee on a per participant basis. The State of South Carolina has always been responsive to all our recommendations and has implemented all the practices above with the exception of fee disclosure to all participants. The fee disclosure statements have not been released for approval by Great-Westt yet as they are awaiting further guidance from the SEC. Once this guidance has been received, we weree told that the statements will be released for approval to the participants. As was discussed at the last meeting, theree are always ways to further optimize the Defined Contribution Program. At the State of South Carolina, this is discussed and implemented each year through the development of strategic objectives andd a strategic plan. Some of the topics that would be importantt to exploree would be the implementation of annual benefit statements detailing both defined benefit and defined contribution information, significantly increasing the participation rate through auto-enrollment and auto-escalation, regular gap analysis, exploring further ways to lower fees to participants, and the development of a target rate of readiness for all participants. Please let us know if there are further questions or concerns regarding your Program. cc: Matthew Davis, Program Manager, State of South Carolina Defined Contribution Program