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HomeMy WebLinkAboutDeferred Compensation oil 10004 ELIZABETH A. NEVILLE,MMC e Town Hall, 53095 Main Road TOWN CLERK ; PO Box 1179 etto ea Z ; Southold, New York 11971 REGISTRAR OF VITAL STATISTICS At$ Fax(631)765-6145 MARRIAGE OFFICER y ��' pe Telephone Telephone(631)765-1800 RECORDS MANAGEMENT OFFICER �.�(1 �a si ,•• www.southoldtownny gov FREEDOM OF INFORMATION OFFICER .,,,�,,,. • OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD October 22, 2015 Anthony Blanco FASCore LLC 8515 East Orchard Road Greenwood Village, CO 80111-5002 Dear Mr. Blanco: At the regular Town Board meeting held on October 6, 2015, the Town Board accepted the RPF of Mass Mutual for Deferred Compensation. A certified copy of the resolution is enclosed. Thank you for your RPF. Very truly yours, , C5apiknk Lynda M Rudder Deputy Town Clerk Ens. ' g�FFOLA- d v� Cp ELIZABETH A. NEVILLE,MMCr/y Town Hall,53095 Main Road TOWN CLERK o P.O. Box 1179 va Z , Southold,New York 11971 REGISTRAR OF VITAL STATISTICS ; 0 i Fax(631)765-6145 MARRIAGE OFFICER y �t'i++ Telephone(631)765-1800 RECORDS MANAGEMENT OFFICER I `��,+� www.southoldtownny.gov FREEDOM OF INFORMATION OFFICER "- www.southoldtownny.gov OF THE TOWN CLERK TOWN OF SOUTHOLD October 22, 2015 Nationwide Retirement Solutions Administrative Services Agency 10 W Nationwide Blvd Columbus, OH 43215-2797 Dear Sir/Madam: At the regular Town Board meeting held on October 6, 2015, the Town Board accepted the RPF of Mass Mutual for Deferred Compensation. A certified copy of the resolution is enclosed. Thank you for your RPF. Very truly yours, d(1114&_11\ Lynda M Rudder Deputy Town Clerk Ens. �• �SUFFO(�'C ELIZABETH A. NEVILLE,MMC ,+�.��� �l• /y Town Hall,53095 Main Road TOWN CLERK 0 P.O Box 1179 tla Z ; Southold,New York 11971 � REGISTRAR OF VITAL STATISTICS 0 .�1 Fax(631)765-6145 MARRIAGE OFFICER = y ��' 0 Telephone(631)765-1800 RECORDS MANAGEMENT OFFICER - �l '141:01° www.southoldtownny.gov FREEDOM OF INFORMATION OFFICER , OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD October 22, 2015 Elaine Flynn Mass Mutual Reliance Trust Company 1100 Abernathy Rd, Ste 400 Atlanta, GA 30328-5646 Dear Ms. Flynn: Congratulations. At the regular Town Board meeting held on October 6, 2015, the Town Board accepted the RPF of Mass Mutual for Deferred Compensation. A certified copy of the resolution is enclosed. Thank you for your RPF. Very truly your dq")-(J\I 0 0 Lynda M Rudder Deputy Town Clerk Ens. Southold Town Board - Letter Board Meeting of October 6, 2015 RESOLUTION 2015-832 Item # 5.5 ADOPTED DOC ID: 11193 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-832 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 6, 2015: WHEREAS, the Town of Southold did establish a Deferred Compensation Plan for employees pursuant to Section 5 of the New York State Finance Law, and WHEREAS, the Deferred Compensation Committee did accept and review proposals for the administration of the Deferred Compensation Plan for a five-year contract period as stipulated in Section 9003 of Subtitle II, Title 9 NYCRR, and WHEREAS, the Deferred Compensation Committee does recommend the award of such contract to MassMutual as Administrative Services Agency and Financial Organization pursuant to section 9003 of Subtitle II, Title 9 NYCRR, and WHEREAS, the Deferred Compensation Committee does recommend that Reliance Trust Company act as trustee, NOW, THEREFORE, BE IT RESOLVED that the Supervisor Scott Russell, Chairman of the Town of Southold Deferred Compensation Plan, is hereby authorized and directed to execute all necessary documents to contract with MassMutual and Reliance Trust Company for administrative, financial, and trustee services for the Town of Southold Deferred Compensation Plan for the period November 1,2015 or as soon thereafter as possible through October 31,2020. (Plia4467 "14.a' Elizabeth A. Neville Generated October 7, 2015 Page 11 Southold Town Board - Letter Board Meeting of October 6, 2015 Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:James Dinizio Jr, Councilman AYES: Robert Ghosio, James Dinizio Jr, Jill Doherty, Scott A. Russell ABSENT: William P. Ruland, Louisa P. Evans Generated October 7, 2015 Page 12 Id' FOL,' ELIZABETH A.NEVILLE,MMC 4# �iy; Town Hall,53095 Main Road TOWN CLERK d ; P.O.Box 1179 H Southold,New York 11971 REGISTRAR OF VITAL STATISTICS 411 Fax(631)765-6145 MARRIAGE OFFICER y �� RECORDS MANAGEMENT OFFICER =_ �l * **01°.� Telephone(631) nny.gov ,. www.southoldtownny.gov FREEDOM OF INFORMATION OFFICER .����,,,,•• OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD BID OPENING 2015 Deferred Compensation RFP RFP Opening 7/23/15 10:00 A.M. Three (3) RFP received Proposals are on file at the Town Clerk's office for veiwing during regular business hours. Nationwide Retirement Solutions Administrative Services Agency 10 W Nationwide Blvd Columbus, OH 43215-2797 Mass Mutual Reliance Trust Company \cCne Flynn 1100 Abernathy Rd, Ste 400 Atlanta, GA 30328-5646 FASCore LLC 8515 East Orchard Road An 4 o n� 1(1)r,OO Greenwood Village, CO 80111-5002 A ...b.. J. .,. a WO c.4 in o mo oz 'J - = m a tr bo z _<H somm o ir%73 0 Ca clic W -n _ _ s CoCCo - = v coni `�2o Vr w -_ �� _ z mcD oN w -< z T■ N 'y=� � _ m o .i -} _ � �_ _ 0 < 7 iii CO a. INMMIIMIM > Up OM= CO _ vm - --I INEMOI .13 - 0 = - r co A"X xi C m o E7.a . m • nacre.. gN Z O CW zrC MW� C C ( N . rn - - r o zN „� = orn- F; X� —I " . rsmaumw 539J3/1A15/31D0 After printing this label: 1 Use the'Print'button on this page to print your label to your laser or inkjet printer 2.Fold the printed page along the horizontal line. 3.Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. 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Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges,along with the cancellation of your FedEx account number Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide,available on fedex.com.FedEx will not be responsible for any claim in excess of$100 per package,whether the result of loss,damage,delay,non- delivery,misdelivery,or misinformation,unless you declare a higher value,pay an additional charge,document your actual loss and file a timely claim.Limitations found in the current FedEx Service Guide apply Your right to recover from FedEx for any loss,including intrinsic value of the package,loss of sales,income interest,profit,attorney's fees,costs,and other forms of damage whether direct, incidental,consequential,or special is limited to the greater of$100 or the authorized declared value.Recovery cannot exceed actual documented loss.Maximum for items of extraordinary value is$1,000,e.g.jewelry,precious metals,negotiable instruments and other items listed in our ServiceGuide.Written claims must be filed within strict time limits,see current FedEx Service Guide. 1 .. II r 1 / 1 n , 1/ //T • .TT 1 A 1 7"n/nn1r �► mimeo.. 0146782229 PACKING SLIP Order ID: 00-0004-00234-85871 From: Elaine Flynn eflynn@massmutual.com MassMutual Submitted: 7/22/2015 2:03:39 PM CST , (860) 835-8203 Deliver: 7/23/2015 12:00:00 PM Deliver To: Elizabeth Neville Town of Southold 53095 Route 25 Southold, NY 11971-0959 United States (860) 835-8203 II II II III,II,1II 11I II II II IIIZI I III III I I I IIII II Contents: Document Description Quantity Custom Label 1 Page ColorDocument 1 Town of Southold 73 Page Mixed Color Bound Document 7 8 Order may be shipped in multiple packages. For more information visit, www.mimeo.com, or call Customer Care at 1.800.GoMimeo (1 800 466 4636). Southold Town Board - Letter Board Meeting of June 30, 2015 6:0,17(% RESOLUTION 2015-587 Item # 5.7 tst#°'+*or ADOPTED DOC ID: 10960 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-587 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 30, 2015: WHEREAS, the New York State Deferred Compensation Board (the "Board'), pursuant to Section 5 of the New York State Finance Law ("Section 5") and the Regulations of the New York State Deferred Compensation Board (the "Regulations'), has promulgated the Plan Document of the Deferred Compensation Plan for Employees of the Town of Southold (the "Model Plan') and offers the Model Plan for adoption by local employers; and WHEREAS, the Town of Southold,pursuant to Section 5 and the Regulations, has adopted and currently administers the Model Plan known as the Deferred Compensation Plan for Employees of the Town of Southold; and WHEREAS, effective November 14, 2014 the Board amended the Model Plan to adopt a provision allowing participants the ability to take loans against ROTH account balances; and WHEREAS, the Board has offered for adoption the amended and restated Model Plan to each Model Plan sponsored by a local employer in accordance with the Regulations; and WHEREAS, the Deferred Compensation Committee has recommended to the Town Board that it is prudent and appropriate to amend the Deferred Compensation Plan for Employees of Town of Southold by adopting the amended Model Plan and Schedule A; now, therefore, be it RESOLVED, that the Town Board of the Town of Southold hereby amends the Deferred Compensation Plan for Employees of the Town of Southold by adopting the amended Model Plan effective November 14, 2014, including the optional provisions indicated in Schedule A. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Generated July 1, 2015 Page 23 Rudder, Lynda From: Neville, Elizabeth Sent: Monday, June 29, 2015 3.29 PM To: Rudder, Lynda Subject: FW• RFP for your 457 Plan Please respond. Thank you. From: Miller, Tern [mailto:Tem.Miller©empower-retirement.com] Sent: Monday, June 29, 2015 1:48 PM To: Neville, Elizabeth Subject: RFP for your 457 Plan Hello Ms. Neville, We respectfully are requesting a copy of your RFP for 457 Deferred Compensation Services. Thank you, Tern Tern Miller, CRPS® Regional Sales Director I Eastern Region Empower Retirement 8515 E Orchard Rd, Greenwood Village, CO 80111 Cell: 678-471-9348 I Email:tem.miller(cempower-retirement.com www.empower-retirement.com EMPOWER" Core securities,when offered, are offered through GWFS Equities, Inc. (GWFS)and/or other broker dealers. Empower RetirementTM refers to 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 White Plains, NY, and their subsidiaries and affiliates, including Great-West Funds, Inc. and Great-West Trust Company, LLC(GWTC) The trademarks, logos,service marks, and design elements used are owned by GWL&A. Investment products may be principally underwritten by GWFS Collective investment funds,trustee and custodial services may be offered through GWTC Advisory services are offered by Advised Assets Group, LLC, a federally registered investment adviser and subsidiary of GWL&A. Representatives of GWFS are not registered investment advisors and cannot offer financial, legal or tax advice. Please consult with your financial planner, attorney and/or tax advisor as needed. The information eontamcd in this message and any accompariyinG; iti<u.nr ',+i• r,.,i' cm no,.:+v;i,gaa ;;tivan. ,+,a, +.;.; , tc;tii,-itluit f,+u c.,;iss,:by stat' and federal law Penalties m,3y ne assessed for esauthe'izo't 6+t;c7.'tJi .7:`> +...:. 'i,iS is ,•a4). .s 7 .s,r /_ „•.t . i "7c,s15p11,it+='.d+'e spsent only If you have received th+s info+mation in error please nonh, '{f.;f; i s y ",i+ i.rr c,; ,i,:'.?",, ;' •n to!, This e-mail hansmission and any attachments are believed to haus bet's >: in '< t,;;', 41:.1' ,th5'! : s.:Mg!' +f'"'' sr r ..!is;)i.ie.s y`,ff•i7t i`t4 ,sli It it 1 - is received and opened It is however the recipient's responsibility to ensure that the e-mail transmission aria any attachments are virus free and the sender accepts no responsibility for any damage that may in any way arise from bell use 2 iLPL Financial Shelter Rock Wealth Management,LLC Matthew D. Brenner 404 Glen Cove Avenue Suite 100 Shelter Rock Wealth Management, LLC Sea Cliff, NY 11579 404 Glen Cove Ave., STE 100 _ l,� Sea Cliff,NY 11579 (4Ia� June 23, 2015 RECEIVED Elizabeth A.Neville, JUN 2 9 2015 Southold Town Clerk Town of Southold P.O. Box 1179 Southold Town Clerk Southold,NY 11971-0959 Dear Ms. Neville, I hope that you are well. At your convenience please forward a copy of the proposal questionnaire for the Town of Southold 457 Deferred Compensation Plan either via email or regular mail. Whichever is most convenient. My email address is: matthew.brenner@lpl.com Mailing address: Shelter Rock Wealth Management, LLC Matthew D. Brenner 404 Glen Cove Ave., STE 100 Sea Cliff,NY 11579 Direct: 516.921.1445 Thank you! Kind regards, Matthew D. Brenner Securities offered through LPL Financial,member FINRA/SIPC PUBLIC NOTICE Town of Southold The Town of Southold is soliciting proposals from Administrative Service Agencies, Trustees, and Financial Organizations for services in connection with a Deferred Compensation Plan that will meet the requirements of Section 457 of the Internal Revenue Code and Section 5 of the State Finance Law, including all rules and regulations issued pursuant thereto. A copy of the proposal questionnaire may be obtained from: Elizabeth A. Nevile, Southold Town Clerk,Town of Southold, PO Box 1179, Southold, NY 11971-0959. All proposals must be submitted not later than 30 days from the June 24, 2015 date of publication in the New York State Register. Dated: June 2, 2015 ELIZABETH A. NEVILLE SOUTHOLD TOWN CLERK PLEASE PUBLISH ON June 11, 2015 AND FORWARD ONE (1) AFFIDAVIT OF PUBLICATION TO ELIZABETH NEVILLE,TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: The Suffolk Times Town Board Members Town Attorney NYS Register Data Construction Dodge Reports Brown's Letters Burrelle's Information Services Town Clerk's Bulletin Board Town of Southold "Request for Proposal" Section 457 Deferred Compensation Plan 05/27/2015 A Deferred Compensation Proposal for the Town of Southold TABLE OF CONTENTS Submission of Proposals - Procedures > DUE DATE > FORM AND SUBSTANCE > EVALUATION CRITERIA > SELECTION PROCESS > TERM OF CONTRACT SECTION I - Contractual Requirements > SPECIFICATIONS OF THE REGULATIONS > SPECIFICATIONS OF THE MODEL PLAN SECTION H- Trustee Services > REQUESTED INFORMATION SECTION III- Administrative Service Agency/Financial Organization > COMPANY BACKGROUND SECTION IV- Services > MARKETING AND ENROLLMENT SERVICES > ADMINISTRATIVE SERVICES > RECORDKEEPING SYSTEM SECTION V-Investments . . > FUND OFFERINGS > INVESTMENT FLEXIBILITY SECTION VI- Conversion Services > EXPERIENCE > PROCESS Exhibits EXHIBIT A INVESTMENT PERFORMANCE EXHIBIT B FEE SCHEDULE 05/27/2015 2 A Deferred Compensation Proposal for the Town of Southold Procedures Governing Submission of Proposals The purpose of the proposed deferred compensation plan will be to provide eligible employees with a convenient way to provide for a long-term retirement program and to encourage broad-based participation of employees in the plan. We do not want to imply that any specified amount of contributions will be made, but we do want to assure that this additional benefit is recognized by all employees, that they have the opportunity to receive one-on-one counseling and voluntarily participate. The plan is intended to qualify as an "eligible deferred compensation plan" under Section 457 ("Section 457") of the Internal Revenue Code of 1986 ("Code"), as now in effect or hereinafter amended. To become an "eligible deferred compensation plan" in the State of New York, you must meet the requirements of the "Rules and Regulations" [Parts 9000 to 9006 of Subtitle II of Title 9 NYCRR ("Subtitle II")] (the "Regulations") promulgated by the New York State Deferred Compensation Board (the "Board") pursuant to the authority granted by the State Finance Law, § 5; L. 1982, ch. 547. This document constitutes a request from qualified Administrative Service Agencies and/or Financial Organizations relating to (1) trust service, (2) administration and/or(3) funding of an "eligible deferred compensation plan". If you are "qualified"according to the Regulations to administer, maintain records and accounts of plans and/or if you have appropriate trust services and/or products available for use as funding media and are interested in making those services and/or products available, you are requested to complete this invitation for proposal. Due Date To receive consideration, all proposals: ➢ Must submit seven (7 ) copies of the proposal by first-class or overnight delivery service to A arrive no later than 4:30 p.m., on , , 2015. Send to: Elizabeth A. Neville, Town Clerk Town of Southold 53095 Route 25 PO Box 1179 Southold, NY 11971-0959 A Must display the following identification on the outside lower left-hand corner: RESPONSE TO REQUEST FOR PROPOSAL DEFERRED COMPENSATION ENCLOSED 05/27/2015 3 A Deferred Compensation Proposal for the Town of Southold Form and Substance Attached you will find: the "Rules and Regulations" (effective June 15, 2011), hereafter referred to as the "Regulations", and the Model Plan (amended and restated as of August 26, 2011)promulgated by the Board for which you are to rely on for responding to this invitation for proposal. Failure to conform to or satisfy any requirement of these documents will result in the immediate rejection of the proposal. ➢ Must include a fully completed questionnaire, restating each statement or question in Section I through Section VI inclusive, and by recording your response directly below each statement or question. ➢ Must respond to all questions in the "Contractual Requirements" section (Section I) and must conform to the specifications set forth in this Request for Proposal ("RFP"). If recordkeeping services are provided by a"person" (defined by Regulations) that is neither the parent nor subsidiary company of the Financial Organization, then separate and complete responses must be received by each company. ➢ Must include a transmittal letter on the Company's official letterhead signed by an official of the Company who is authorized to commit the organization to perform the services outlined in the submitted proposal: you must indicate such commitment. The transmittal letter must contain a representation that the proposal complies with all requirements of the Regulations and the Model Plan. It is each bidder's responsibility to assure that proposals are shipped in a timely fashion so as to be received by the designated party on or before the due date. Proposals received after the specified date will not be considered. We accept no responsibility for lost and/or late delivery of proposals. By submitting a proposal, each bidder agrees not to make any claims for or have any right to damages because of any misunderstanding or misrepresentation of specifications, because of any misinformation or lack of information or because such bidder is not selected to provide the services proposed. Submission also indicates acceptance of the conditions contained in the Request for Proposal, unless clearly and specifically noted otherwise in the response. All costs for developing proposals are entirely the responsibility of the bidder. 05/27/2015 4 A Deferred Compensation Proposal for the Town of Southold Evaluation Criteria In selecting, we will use criteria which comply with the requirements of the Regulations, including Section 9003.3(a-c)(1 through 7) of the Regulations. All qualified proposals, sought in conjunction with the requirements of Section 9003.2 of the Regulations, will be evaluated and awards made to the bidder or bidders whose bid is determined to be in the best interest of the plan participants. Selection Process Section 9001.2(b) of the Regulations, recognizes that we have appointed a committee to act on our behalf, to the extent permitted or required by the Regulations and by the Model Plan. Section 9003.3(c): before any contract or agreement entered into by the committee may become effective, the committee must submit in writing, to the President of the New York State Civil Service Commission ("the President"), the name of such selected bidder(s) and a "certification" signed by the chief executive officer and chief legal officer stating that such bidder(s) has been duly selected to provide services in accordance with provisions of the Regulations. Contracts or agreements cannot be awarded before the expiration of ninety (90) days from date of our announcement publication in the State Register and local paper. Invitations may be made for oral presentations. Any award of a contract or agreement as a result of this invitation will be made by written notification. We reserve the right to reject any or all proposals or parts thereof. We reserve the right to establish a deferred compensation plan by any of the methods prescribed by Section 9001.2(a) of the Regulations. Term of Contract Pursuant to Section 9003.5(a) of the Regulations, we expect to enter into a written contractual arrangement(s) of up to five (5)years in duration. All contracts and agreements entered into shall impose no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement. Upon the expiration or termination of any contract(s) or agreement(s), the committee shall follow procedures set forth in the Regulations in Part 9003 for awarding new contracts and entering into new agreements. 05/27/2015 5 A Deferred Compensation Proposal for the Town of Southold SECTION I. CONTRACTUAL REQUIREMENTS "A2ree"or "Disavree"must be indicated for each of the following specifications. The following specifications can be found in either the Regulations or the Model Plan, all of which should have been enclosed as attachments. Please include reasons for any rejection or disagreement of any specification and alternative options, if applicable. There should be neither elaboration nor qualification for"agree" unless otherwise requested. Specifications of the Regulations 1. Section 9000.2(6)(4)-As a Financial Organization authorized to do business (provide investment products)in New York State,you agree that your firm is one of the following: (a) a Registered Investment Advisor,(b)a Bank or(c)an Insurance Company qualified under the laws of more than one state. If you are an Insurance Company acting through a subsidiary in New York State,then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company) is qualified to do business under the laws of more than one state. 2. Section 9001.2(b)-We have appointed a deferred compensation committee to act on our behalf and you agree to interface with this committee. Additionally,we may decide to be the grantor of our own trust,then you also agree to interface with the trust and trustee: all funding contracts, of whatever nature, will be "issued to, owned and retained by the trustee". 3. Section 9001.4(a) through (d)-You agree to abide by all four(4) provisions. 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. 5. Section 9002.2(a)(6)- You will acknowledge in writing that you will act as a fiduciary under Section 457(g) of the Code and under State and common trust law principles with respect to all trusteeship, administrative,or investment matters for which you assume responsibility. Additionally,you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. 6. Section 9003.3(a)-Your proposal shall be in writing and contain a representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees,indirect fees and charges. 7. Section 9003.5(a)-All contracts and/or agreements shall be in writing,shall be awarded on the basis of a competitive bid,and shall not exceed five (5)years in duration,and shall impose no penalties or surrender charges for the transfer of any asset(s) or responsibilities on expiration of the contract or agreement. 05/27/2015 6 A Deferred Compensation Proposal for the Town of Southold 8. Section 9003.5(c)-You will not permit any other Trustee,Administrative Service Agency,Financial Organization,independent consultant or person to provide services in respect to the Model Plan we have adopted. 9. Section 9003.7-You will not permit an investment of any amount,in any annuity contract providing for a term which could exceed five(5)years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. 10. Section 9004.1 -All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. 11. Section 9005.3-Statements to participants will be provided at least quarterly,even in situations where no contributions are being made but funds are on deposit. You also agree to provide,at least annually, an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. 13. Section 9006.2- You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof 05/27/2015 7 A Deferred Compensation Proposal for the Town of Southold Specifications of the Model Plan 1. Section 3.2(a)-The Model Plan requires a minimum deferral amount to be$260 for any plan year. Your proposal will state this minimum requirement wherever requested. 2. Section 4.1 -You acknowledge that the amounts of compensation deferred by the participants will be invested,according to the participant's investment directions, no later than two(2) business days following receipt thereof,in the appropriate investment funds. 05/27/2015 8 A Deferred Compensation Proposal for the Town of Southold SECTION II. TRUSTEE SERVICES NOTE: You may s_kig this section entirely if you are not a Financial Organization bidding to become Trustee. You do not need to copy any of the questions. Move to next applicable Section. Section 9002.1(a)of the Regulations states that assets must be held by one or more trustees pursuant to one or more trust agreements. Such agreements must satisfy all the requirements of Section 9002.1(b). Section 9002.1(b) also indicates who may be trustee. We reserve the right to create our own trust as provided by this Section 9002.1(b)but desire to explore the alternative of a Financial Organization acting as trustee. Please respond to each of the following statements if you desire to be considered as trustee. If any statement does not apply, please indicate so by responding: "Not Applicable". Requested Information A. The name of your firm,address,name of primary contact person and telephone number. B. Whether your firm has provided trust services to any New York State municipality for their Code Section 457(b)deferred compensation plan. List names of all such municipalities. C. Description of trust services you would provide acting as a Financial Organization rendering only trust services. Please specify all fees,expenses,charges and costs for the trustee services. Please provide disclosure of any compensation structure. D. If you are selected as the Financial Organization acting as our trustee and desire to additionally respond to performing the duties of an Administrative Service Agency,as described in Sections 9000.2(b)(1)and 9002.1(b)(4) of the Regulations,please indicate your intention here. If you respond affirmatively,then it will be necessary for you to complete the questions in Sections III and IV addressed to the Administrative Service Agency bidder. However,in addition to stating your intention to bid,it is requested that you indicate here the effect this will have on any fees, expenses,charges and costs as distinguished from those previously stated in this Section. E. The trustee will also be requested to acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section 9002.2(a)(6)and 9003.6 of the Regulations. F. Referring to Section 9005.4 of the Regulations,describe the type of bond and its limits that you will be furnishing. Include"cost disclosure"if it is your intention for us to satisfy any part of this obligation. G. Do you intend to supply us with a sample trust agreement for our consideration? If so,do you attest that this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b) of the Regulations and Section 457(g) of the Code. 05/27/2015 9 A Deferred Compensation Proposal for the Town of Southold SECTION III. ADMINISTRATIVE SERVICE AGENCY/ FINANCIAL ORGINIZATION (Excluding Trustee) Please respond to each of the following statements if you desire to be considered as either the Administrative Service Agency and/or the Financial Organization. If you feel any statement does not apply, please indicate so by responding: "Not Applicable" and provide your reasoning. Company Background A. The name of your firm,home office address,New York State address(if any),and the name (including title),address and phone number of your primary contact person whom we may contact about your proposal. B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b)deferred compensation plans for state and local government employers. In New York State such plans first materialized in 1985,include your specific experience in similar plans in New York since that time. C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for? How many of these plans are New York plans? D. In the past three(3)years has public employee Code Section 457(b)deferred compensation plan/program, regardless of geographic location,terminated your(parent,subsidiary or affiliate) services either through the competitive bid process or for cause? If so,by whom and under what circumstances? E. List ten (10)client Code Section 457(b)deferred compensation plan references for which your organization provides services and/or investment products similar to those requested in this proposal. It would be preferable if five(5)of the references could represent different size clients(based on assets) from New York State, if possible. Please include contact person name,title,address and telephone number, number of participants and approximate size of plan assets and the number of years you have been providing services. Spreadsheet format preferred. F. What professional liability coverages are maintained by your company for errors and omissions or any other act? 05/27/2015 10 A Deferred Compensation Proposal for the Town of Southold G. Financial Organization's should provide appropriate"ratings"from the following: A.M. Best, Standard & Poor's,Moody's,and Fitch (formerly Duff& Phelps). Has your rating in any of these agencies fallen below "A-" in the last three(3)years. If yes,give complete details. If,as a Financial Organization,you have no ratings by any of these agencies, please explain. H. Provide any additional information that would distinguish your firm. 05/27/2015 11 A Deferred Compensation Proposal for the Town of Southold SECTION IV. SERVICES Please respond to each of the following statements if you desire to be considered as the Administrative Service Agency. If you feel any statement does not apply, please indicate so by responding: "Not Applicable"and provide your reasoning. Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers,if utilized. 2. Briefly describe the types of marketing/promotional materials to be utilized. How will you work to develop a marketing program unique to our needs? 3. Do you provide communications to participants on a regular basis, if so, please describe? 4. Will these services and materials be prepared and distributed at your cost? 5. What educational materials will be provided to the Plan to maintain compliance? 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location. How often are these type sessions proposed? Indicate the use and capabilities of laptop computers,if used. 7. Please describe,in detail,your one-on-one counseling sessions.Your response should emphasize how you plan to satisfy "the individual one-on-one on demand availability"of your enrollment specialist especially at times and locations convenient to our employees. 8. What educational services are provided for retirees? 9. Describe your approach to asset allocation and diversification. 10. How do you follow-up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date? Your comments on the one-on-one availability of your enrollment specialists for this function are important. 11. Briefly describe your continuing education program, if any. 12. Do you attest that these Enrollment Services are provided only by a properly licensed representative: licensed to meet both Federal and New York State requirements? 05/27/2015 12 A Deferred Compensation Proposal for the Town of Southold Administrative Services A. Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? 3. Does your company provide loans to participants? 4. Do you offer a loan feature? If yes,please describe. 5. Will your company withhold, remit and report income taxes deducted from distributions? Does this service include the production and distribution all income tax reports to all the necessary parties as required by federal and state laws? 6. Specify all reports which will be issued to us,our participants and governmental agencies. 7. The Committee anticipates plan expenses related to the administration of the Plan. Would you be willing to reimburse the Committee for these expenses and if so,to what level? B. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as"Voice Response Systems"or automated options. Include security features and voice options,if applicable. 2. Can your customer service representatives assist non-English speaking participants? 3. Describe your internet strategy. What features are currently available on your website? What services are you developing for the near future? What security safeguards are used? 3. Please describe the settlement options available to each participant at retirement,voluntary termination and death. Please state your compliance to reflect the Board's continued prohibition on annuity distribution options (Section 9003.7 of the Regulations). 4. In the event you are asked to administer our plan along side another provider(s),please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers. Describe in detail the forms,signatures and overall process that you require. 05/27/2015 13 A Deferred Compensation Proposal for the Town of Southold Recordkeeping System 1. Specify the basic recordkeeping system to be provided for our plan,with particular reference to the ability to receive,disburse,control and audit deductions,and to ensure timeliness,accuracy and confidentially of records and describe the software used. 2. Briefly describe data processing operations,including the media by which your company can receive payroll deduction information,and its security provisions. Include a statement about your disaster recovery plan and its site location. Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b)of the Regulations. 3. Indicate all interfacing: payroll deduction inputs, required certifications and any other transactions,specifying all direct and indirect costs. Specify how payroll deduction information is to be supplied. Indicate ability to interface with internal data processing systems. • 05/27/2015 14 A Deferred Compensation Proposal for the Town of Southold SECTION V. INVESTMENTS Please respond to each of the following statements if you desire to be considered as the Financial Organization. If you feel any statement does not apply, please indicate so by responding: "Not Applicable"and provide your reasoning. Fund Offerings Information should be for the most recent calendar quarter completed. 1. Describe fully the various attributes of each investment option your company has to offer. For each option include an Investment Options Summary sheet which includes the funds objective,portfolio statistics,asset allocation,top 10 holdings,and industry diversification. 2. Describe fully your"fixed" investment option. Include a one-page summary including applicable rates for the current calendar year,asset composition,and rating methodology. 3. Does your company offer a self-directed brokerage window as a potential option? Please fully describe the services and fees associated with the administration of the brokerage accounts. 4. Illustrate in spreadsheet format provided,(see Exhibit A)the "variable" values for each equity type investment. Please give annualized returns for`year-to-date', 'one year', `three year', 'five year' `ten year' and `since inception' values. 5. Illustrate in spreadsheet format provided,(see Exhibit B) all charges including loading costs, policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees, etc.,etc. Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions, termination/withdrawal of contract provisions,any other restrictions or penalties,etc.,etc. Include any information on "unrestricted"and/or"free"transfers or plan transfer limitations. 2. Identify any other charges or limitations not described in the previous responses. 05/27/2015 15 A Deferred Compensation Proposal for the Town of Southold SECTION VI. CONVERSION SERVICES NOTE: The following questions are to be answered only by an Administrative Service Agency bidding on an existing case that is administered by another provider: not on cases where you are the incumbent or on new cases that haven't had a prior plan. If these questions do not apply,you may skip to the next section without copying the questions. Experience 1. Provide a detailed description and complete history of Code Section 457(b) plans that you have been successful in taking over completely. Include entity name and date of takeover,the name of the former provider,the asset size of the plan,the number of participants,transition time, staffing requirement and other detail you believe is significant. Process 1. Fully describe transition activities stating the time frame for a complete transition. Identify any cost to us or to our participants for each step or phase: for the complete conversion. 2. What on-site support will be provided during the transition? Who will provide this service? Would the key individuals be willing to meet with the Plan? 3. What impact,if any,would there be on our plan if you were to be appointed the sole administrator? For example,would fees be reduced,would we qualify for additional services, etc.,etc. 4. Please provide references for three plans you recently transitioned. If possible, please provide those located within New York. 05/27/2015 16 A Deferred Compensation Proposal for the Town of Southold Exhibit A Fund Offerings- Section V, question 3 Illustrate in spreadsheet format provided,the "variable" values for each equity type investment. Please give annualized returns for `year-to-date', 'one year', `three year', 'five year' and `since inception' values. Fund performance should be net of all administrative charges,fund level expenses, and other fees or charges assessed. Investment Performance—As of/ / Investment Choices Month 3 Mo. YTD 1 Year 3 Year 5 Year Since Inception Inception Date 05/27/2015 17 A Deferred Compensation Proposal for the Town of Southold Exhibit B Fund Offerings- Section V,question 4 Illustrate in spreadsheet format provided, all charges,including loading costs, policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. Fee Schedule Carrier Fees Mutual Fund Level Charges Fund/Account Name Admin. Fee Invst. Other 12b-1 Total Mort& Exp Mgt. Fees Fees Fees Fee 05/27/2015 18 Town of Southold 53095 Main Road Southold,NY 12804 May 26, 2015 Dear Deferred Compensation Provider: The Town of Southold is soliciting proposals from qualified 457 deferred compensation firms to provide plan administration, investment services, trustee services, and enrollment and counseling services. All respondents must be able to operate in accordance with all Federal and State guidelines. A copy of the Model Plan Document and the Rules and Regulation of the New York Deferred Compensation Board are enclosed. The Town of Southold's Deferred Compensation Plan has roughly 250 employees eligible to participate in the plan and we have 116 participants who defer roughly $655,000 per year. The plan is currently with one provider and has 184 participants with roughly $16,856,000 in assets. A copy of our March 31, 2015 plan statement is attached. Cordially, Elizabeth A. Neville Town Clerk Attachments Rules and Regulations of the New York State Deferred Compensation Board Effective Date: June 15,2011 Following are the rules and regulations of the Deferred Compensation Board of the State of New York(the "Regulations") as amended and restated consistent with the amendments adopted by the Board by resolution at a public meeting on May 20, 2011 and published in the State Register on June 15, 2011 at which time the amendments to the Regulations became effective and enforceable. X*xxxxxx x*xxx xxx xxx XXXX SUBTITLE II Deferred Compensation Board 9000 Scope and Definitions 9001 General Provisions 9002 Establishment of Plan 9003 Selection of and Agreements with Trustees, Independent Consultants, Administrative Service Agencies, Financial Organizations and Certified Public Accountants 9004 Solicitation and Education 9005 Auditing, Bonding and Insurance 9006 Compliance PART 9000 SCOPE AND DEFINITIONS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9000.1 Scope 9000.2 Definitions Section 9000.1 Scope. This Subtitle applies to every deferred compensation plan established by the board or any local employer pursuant to section 5 of the State Finance Law. 9000.2 Definitions. (a) Unless otherwise defined, the terms used herein shall have the same meaning as that used in the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as now in effect or hereinafter amended, the State Finance Law and the State plan or the model plan. (b) Wherever used herein, the following terms shall be construed as follows: (1) Administrative service agency means a person duly authorized to do business in the State of New York and qualified to administer and maintain records and accounts of defined contribution plans which meet the requirements for qualification under the Internal Revenue Code, governmental plans and eligible deferred compensation plans. The functions of an administrative service agency under this Subtitle may be carried out by a trustee, provided that the person serving as a trustee otherwise satisfies all of the requirements under this Subtitle applicable to an administrative service agency. (2) Board means the deferred compensation board of the State of New York established by section 5 of the State Finance Law. (3) Deferred compensation committee means the committee or board, or other entity, office or officer, appointed in accordance with applicable law by a local employer to act in respect of a plan in accordance with section 9001.2(b) of this Subtitle. (4) Financial organization means a person duly authorized to do business in the State of New York and who: (i) is registered as an investment adviser under the Investment Advisors Act of 1940, as such provisions may be amended from time to time; (ii) is a bank, as defined in such act; or (iii) is an insurance company qualified under the laws of more than one state to manage, acquire or dispose of any assets of plans which meet the requirements for qualification under the Internal Revenue Code, governmental plans and eligible deferred compensation plans. The functions of a financial organization under this Subtitle may be carried out by a trustee, provided that the person serving as a trustee otherwise satisfies all of the requirements under this Subtitle applicable to a financial organization. For the purposes of this Subtitle, a financial organization that provides self-directed investment services to a plan through a mutual fund or brokerage "window" arrangement sponsored by such financial organization shall be recognized as the sole financial organization in relation to such self-directed investment services and the term "financial organization" shall not be deemed to include any entity sponsoring mutual funds provided through such"window." (5) Guaranteed investment contract means a contract with an insurance company or a bank that guarantees a specific rate of return on the invested capital over the life of the contract and for the return of such invested capital and interest to the plan on one or more dates specified in the contract. (6) Independent Consultant means a person duly authorized to do business in the State of New York and who may be or is retained by the board or a deferred compensation committee in accordance with the provisions of this Subtitle to provide advice to the board or deferred compensation committee on investment matters and who is registered as an investment adviser under the Investment Advisors Act of 1940, as such provisions may be amended from time to time. (7) Local employer means a public employer as defined in section 5 of the State Finance Law but excluding the State of New York. (8) Model plan means the form of plan authorized by the board for adoption in accordance with the provisions of this Subtitle by any local employer not participating in the State plan and not sponsoring a plan described in section 9001.2(a)(3) of this Subtitle, as such may be amended by the board from time to time. A copy of the model plan may be obtained from the board. (9) Participation agreement means an agreement executed by an employee and the employer as described in the State plan and the model plan or such other similar agreement executed in connection with another plan. (10) Person means any individual, corporation, partnership, association, trust, joint stock company, unincorporated organization or other similar entity. (11) President means the president of the New York State Civil Service Commission. (12) Plan means any of the State plan, the model plan and any other deferred compensation plan described in section 9001.2(a)(3) of this Subtitle. (13) Stable income fund means, with respect to a plan, an investment option available to participants in the plan that seeks to provide book-value accounting, stability of principal and a low volatility total return. (14) State plan means the Deferred Compensation Plan for Employees of the State of New York and Other Participating Public Jurisdictions established by the board, as such may be amended by the board from time to time. A copy of the State plan may be obtained from the board. (15) Trust means a trust to hold the assets of a plan for the exclusive benefit of participants and their beneficiaries that meets the requirements of this Subtitle, including without limitation the requirements of section 9002.1(b), and section 457(g) of the Internal Revenue Code. (16) Trust Agreement means an agreement evidencing a trust meeting the requirements of this Subtitle. (17) Trustee means each person designated by the board or deferred compensation committee, as applicable, in accordance with the provisions of this Subtitle to hold in a trust any amounts under a plan. (18) Wrap contract means a contract with a financial organization that provides for book-value accounting with respect to a designated portion of the assets of a stable income fund but that does not give the financial organization issuing the contract day-to- day investment authority with respect to such assets. Such term includes participating, non-participating and hybrid wrap contracts. PART 9001 GENERAL PROVISIONS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9001.1 Application; Incorporation by Reference 9001.3 Ineligibility 9001.2 Establishment of plan by local employer 9001.4 Special provisions Section 9001.1 Application; Incorporation by Reference. (a) This Subtitle shall be interpreted and applied so that any plan established hereunder shall be an eligible deferred compensation plan under section 457 of the Internal Revenue Code. (b) The Board hereby adopts and incorporates by reference the provisions of Sections 457, 401(a)(9) and '72(p) of the Internal Revenue Code and the corresponding sections of title 26 of the Code of Federal Regulations and Section 203 of the Investment Advisers Act of 1940, effective as of the date of the adoption of these Regulations. Copies of said material may be obtained from the U.S. Government Printing Office, Washington D.C. 20402 and such material is available for public inspection and copying at the Offices of the New York State Deferred Compensation Board, Empire State Plaza Concourse—North, Room 124, Albany, NY 12223. 9001.2 Establishment of plan by local employer. (a) Except as specifically provided in this section 9001.2(a), a local employer may not establish or maintain more than one plan for its employees. A local employer may establish a plan for its employees: (1) by becoming a participating employer in the State plan as provided therein; (2) by adopting the model plan in accordance with the procedures prescribed in Part 9002 of this Subtitle; or (3) by adopting another plan which complies with all requirements of this Subtitle and section 457 of the Internal Revenue Code in accordance with the procedures prescribed in Part 9002 of this Subtitle. A local employer which has previously established a plan may establish a plan in accordance with the requirements of this Subtitle so long as (i) all amounts held under the previously established plan have been distributed or otherwise paid out in accordance with the terms of such previously established plan and all other obligations of the previously established plan have been satisfied, or (ii) another local employer has been substituted as sponsor of the previously established plan. (b) A deferred compensation committee shall be appointed by a local employer to act on behalf of the local employer under the model plan or a plan described in section 9001.2(a)(3) of this Subtitle to the extent permitted or required by this Subtitle and by such plan whenever such employer adopts such plan and shall continue in existence, as it may be reconstituted from time to time by the local employer in accordance with applicable law, for so long as such plan remains in existence. 9001.3 Ineligibility. Independent contractors shall not be eligible to participate in any plan. 9001.4 Special provisions. (a) Actuarial tables which distinguish on the basis of sex shall not be utilized for any purpose under any plan. (b) Any installment distribution option permitted by any plan shall comply with all requirements of sections 457 and 401(a)(9) of the Internal Revenue Code and any treasury regulations promulgated thereunder. (c) Any plan shall provide clear procedures for the review of domestic relations orders and shall require compliance with all domestic relations orders properly issued in accordance with such procedures and the requirements of applicable law in respect of amounts under the plan. (d) Any plan established under this Subtitle may permit the loan of any amounts under such plan solely to a participant or beneficiary;provided that such plan establishes clear procedures for the administration of such loans and shall require compliance with sections 457 and 72(p) of the Internal Revenue Code and any treasury regulations promulgated thereunder and any other applicable laws. PART 9002 ESTABLISHMENT OF PLAN (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9002.1 Assets held in trust 9002.2 Documents to be filed Section 9002.1 Assets held in trust. (a) A plan established by the board or a local employer shall require (i) that its assets be invested by one or more financial organizations selected by the board or deferred compensation committee, as applicable, and (ii) that, by January 1, 1999 or such other later date as may be permitted under section 457 of the Internal Revenue Code with respect to a plan in existence as of August 20, 1996 and immediately with respect to all other plans, all such assets shall be held in one or more trusts pursuant to one or more trust agreements. (b) Each trustee designated by the board or deferred compensation committee must be authorized to act as a trustee under applicable law and shall be either a member of the board with respect to the State plan or a member of the relevant deferred compensation committee with respect to a model plan or other plan or a financial organization selected in accordance with the requirements of this Subtitle. A trust agreement between the board or deferred compensation committee and a trustee shall not meet the requirements of this section 9002.1(b) unless it satisfies each of the following requirements: (1) the trust established by such agreement meets all of the requirements applicable to trusts described in section 457(g) of the Internal Revenue Code; (2) such agreement provides that the assets of the plan to which such trust relates (i) are held in trust for the exclusive benefit of plan participants and their beneficiaries, (ii) may be used only to pay plan benefits and defray reasonable expenses of administering the plan and (iii) cannot revert to the State or local employer until all plan benefits have been paid to plan participants and beneficiaries in accordance with the terms of the plan; (3) such agreement names the trustee and provides that, upon the trustee's appointment as such, the trustee shall have exclusive authority and direction to manage and control the assets of the plan, except to the extent that (i) such management and control has been delegated in accordance with the terms of the trust agreement to one or more financial organizations appointed in accordance with this Subtitle, (ii)the trust agreement provides that such trustee shall manage and control the assets of the plan at the direction of the board or deferred compensation committee or at the direction of one or more financial organizations appointed by the board or deferred compensation committee for this purpose, or(iii)the assets of the plan are to be allocated among the investment options available under the plan in accordance with the investment directions of plan participants, which investment directions may be communicated to the trustee by an administrative service agency appointed by the board or deferred compensation committee for this purpose; (4) to the extent that the trustee performs the duties under this Subtitle of an administrative service agency, such agreement meets all of the requirements under this Subtitle applicable to contracts with administrative service agencies; (5) to the extent that the trustee performs the duties under this Subtitle of a financial organization, such agreement meets all of the requirements under this Subtitle applicable to contracts with financial organizations; and (6) such agreement satisfies the other applicable requirements of this Subtitle and any other applicable law. 9002.2 Documents to be filed. (a) Each local employer adopting the model plan or another plan shall file, prior to the acceptance of any deferrals under such plan, with the president for acknowledgment: (1) a completed copy of the plan supplying all relevant information, including without limitation the information which is bracketed in the model plan; (2) an executed copy of the trust agreement entered into with each trustee; (3) a certification signed by its chief executive officer and chief legal officer stating (i) that the local employer is aware that there are three options for adopting a plan as described in section 9001.2(a) of this Subtitle, that the local employer has made an informed choice in determining to adopt the plan and that the local employer understands the ongoing responsibilities it is undertaking, including without limitation pursuant to this Subtitle, section 457 of the Internal Revenue Code and the plan, by adopting the plan; (ii) that the local employer's plan and trust agreement meet the requirements of section 457 of the Internal Revenue Code and of all other applicable State and local laws including this Subtitle; and (iii) that all required approvals of any local governing body or officer have been issued; provided, however, that in executing any such certification with respect to the adoption or amendment of the model plan, the chief executive officer and chief legal officer may rely on any ruling or determination issued by the Internal Revenue Service in respect of the model plan or any amendment to the model plan promulgated by the board; (4) the name of each trustee, independent consultant, financial organization, firm of certified public accountants and administrative service agency which has been selected to provide services in respect of the plan and a certification signed by its chief executive officer and chief legal officer stating that each such trustee, independent consultant, financial organization, firm of certified public accountants and administrative service agency has been duly selected to provide services in accordance with the provisions of this Subtitle; (5) evidence that bonds and insurance have been secured pursuant to the provisions of this Subtitle; and (6) except to the extent that fiduciary acknowledgment is not required under section 9003.6 of this Subtitle, evidence that each trustee, independent consultant, administrative service agency and financial organization selected by the deferred compensation committee will act as a fiduciary under section 457(g) of the Internal Revenue Code and under State and common trust law principles with respect to all trusteeship, administrative or investment matters for which it has assumed responsibility and the plan will be indemnified as a result of any cause of action brought against it as a result of acts or omissions of the trustee, independent consultant, administrative service agency or financial organization together with the reasonable costs of litigation arising therefrom. (b) No deferral may be accepted under any plan until the board has been furnished with a written acknowledgment by the president that all of the documents and materials required by subdivision (a) and, to the extent applicable, subdivision (d) of this section 9002.2 have been received. (c) No amendment may be made to a model plan other than an authorized amendment promulgated by the Board; provided, however, that notwithstanding any other provision hereof, the requirements of the preceding sentence shall be effective as of January 1, 1997 and shall not affect the validity of any amendment to a model plan which was duly adopted in accordance with the then-effective requirements of this section 9002.2 prior to January 1, 1997. Any amendment to a model plan made by the local employer which maintains such model plan shall require the same proof and procedures contained in subdivisions (a) and (b) of this section. Where one or more of the documents and materials required by subdivision(a) of this section contains identical information as submitted on the most recent filing of such documents and materials, a local employer that has adopted an amendment authorized by the Board may submit an affidavit, on a form provided by the Board, attesting that the documents and materials required by subdivision (a) of this section have not changed since the local government last submitted such documents and materials. In the event that one or more of the documents or materials required by subdivision (a) of this section has changed, such documents and materials are required to be submitted at the same time the affidavit is submitted to the president. (d) Each local employer adopting or amending a plan other than the model plan or amending the model plan in a manner other than authorized by the board shall file, prior to the acceptance of any deferrals under such plan, with the president for acknowledgment (i) a ruling or determination issued by the Internal Revenue Service stating that such plan or form of plan meets the requirements of section 457 of the Internal Revenue Code applicable to eligible deferred compensation plans or(ii) an opinion of legal counsel that such plan meets the requirements of section 457 of the Internal Revenue Code applicable to eligible deferred compensation plans. PART 9003 SELECTION OF AND AGREEMENTS WITH TRUSTEES, INDEPENDENT CONSULTANTS, ADMINISTRATIVE SERVICE AGENCIES, FINANCIAL ORGANIZATIONS AND CERTIFIED PUBLIC ACCOUNTANTS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9003.1 Contracts or agreements 9003.5 Miscellaneous requirements 9003.2 Competitive proposals 9003.6 Acknowledgment 9003.3 Criteria for selection 9003.7 Precluded investments 9003.4 Provision of diverse investments 9003.8 Transfer of assets Section 9003.1 Contracts or agreements. (a) The contracts or agreements effecting the appointment of any trustee, independent consultant, administrative service agency, financial organization or firm of certified public accountants to provide services in respect of a plan shall be awarded pursuant to the procedures set forth in this Part 9003 and shall comply with the requirements of this Subtitle. Contracts or agreements with administrative service agencies shall not be required in whole or in part if an appointed trustee or financial organization, in the opinion of the board or of the deferred compensation committee, as applicable, is able to perform all or a portion of the required services as effectively. Contracts or agreements with independent consultants shall not be required in whole or in part if, in the opinion of the board or of the deferred compensation committee, as applicable, such board or deferred compensation committee is able to effectively make decisions with respect to the investment of plan assets, the allocation of plan assets among financial organizations and the selection of financial organizations to invest the assets of a plan without the advice of a consultant. Upon the expiration or termination of any contract or agreement entered into in accordance with this Subtitle, the board or deferred compensation committee, as applicable, shall follow the procedures set forth in this Part 9003 in awarding new contracts and entering into new agreements. Unless they are entered into in accordance with the procedures set forth in this Part 9003 and are in all other respects in substantial compliance with the requirements of this Subtitle, all contracts or agreements entered into in respect of a plan shall be null and void and new competitive proposals shall be submitted pursuant to the procedures set forth in this Part 9003. Notwithstanding the previous sentence, no trustee who is the only trustee of a plan shall be forced to resign the position of trustee solely by operation of this section 9003.1 prior to the time such person's successor as trustee has been duly qualified and appointed. (b)Notwithstanding section 9003.1(a) of this Subtitle, a deferred compensation committee may contract with a firm of certified public accountants selected as a result of a competitive proposal undertaken by the local employer that expressly included in the scope of services an audit of the deferred compensation plan sponsored by the local government to be conducted in compliance with section 9005.1 of this Subtitle. The competitive request for proposals must be in general compliance with section 9003.2 of this Subtitle, except for the requirement of notice in the State Register The deferred compensation committee must adhere to the criteria contained in section 9003.3 of this Subtitle in the selection of such auditor made pursuant to this paragraph (b). A firm of certified public accountants selected by a deferred compensation committee pursuant to this paragraph (b) shall be subject to the provisions of section 9003.5 of this Subtitle. The firm of certified public accountants may be the same firm that is under contract with the local employer for other auditing services of the local employer. (c)Notwithstanding section 9003.1(a) of this Subtitle, the board or a deferred compensation committee may contract with a financial organization for the purposes of investing a portion of the assets of a plan selected as a result a search conducted by the independent consultant to the board or deferred compensation committee of financial organizations that provide such services. The board or deferred compensation committee shall provide direction to the independent consultant, in writing, designating the generally recognized investment classification and sub-classification that the independent consultant is to make a recommendation to the board or deferred compensation committee after the conduct of a search of qualified financial organizations and the number of financial organizations that is to be recommended, which number shall not be less than three. The independent consultant must adhere to the criteria contained in section 9003.3 of this Subtitle prior to recommending any financial organization to the Board or deferred compensation committee. The independent consultant must recommend at least the number of financial organizations requested by the board or deferred compensation committee in each generally accepted investment classification and sub- classification and a detailed analysis of each financial organization being recommended, including a comparison of such recommended financial organization to the appropriate and generally recognized benchmarks for such investment classification and sub-classification. The board or deferred compensation committee may select one or more financial organizations for the purposes of investing a portion of the assets of a plan from the recommendation of the independent consultant. The provisions of this Section 9003.1(c) apply to the board and any deferred compensation committee that enters into contracts with financial organizations separately from any other contracts or agreements effecting the appointment of any trustee, independent consultant, administrative service agency, or firm of certified public accountants to provide services in respect of a plan. (added June 18, 2008) 9003.2 Competitive proposals. All contracts and agreements in respect of a plan shall be awarded only after receiving competitive proposals; provided, however, that no competitive proposal or bidding shall be necessary for the board or a deferred compensation committee to serve as the trustee of a plan under its authority or with respect to financial organizations selected pursuant to Section 9003.1(c). The board or deferred compensation committee, as applicable, shall cause to be published an announcement requesting competitive proposals. Such announcement shall be published in the State Register and in the official newspaper or newspapers, if any, or otherwise in an appropriate newspaper designated for such purposes, at least 90 days prior to the date on which the contract or agreement will be awarded, and shall request proposals within a specified time period from the date of publication. (amended June 18, 2008) 9003.3 Criteria for selection. (a) In reviewing competitive proposals and selecting a trustee, independent consultant, financial organization, administrative service agency or a firm of certified public accountants, the board or deferred compensation committee, as applicable, shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man or woman acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the board or deferred compensation committee, as applicable, may reasonably rely on the evaluation of such competitive proposals made by its properly selected independent consultants in any case other than their own selection. The board or deferred compensation committee, as applicable, shall consider, as applicable, in selecting a trustee, independent consultant, financial organization, administrative service agency or firm of certified public accountants among other items, the following: (1) the stability of the independent consultant, administrative service agency, firm of certified public accountants or financial organization as evidenced by its experience or investment record over a substantial period of time; (2) the ability of the trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization to meet its contractual obligations, provide the services set forth in the proposals, and to comply with the reporting requirements to the board or deferred compensation committee, as applicable, and participants, and with all requirements of the plan, section 457 of the Internal Revenue Code and this Subtitle; (3) the variety and types of investment products offered by the financial organization, and the ability to transfer among such products offered by a different financial organization with which the board or deferred compensation committee may have a contract; (4) the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's experience with plans that meet the requirements for qualification under the Internal Revenue Code, eligible deferred compensation plans under section 457 of the Internal Revenue Code, individual retirement accounts, tax-sheltered annuities under section 403(b) of the Internal Revenue Code, and the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's familiarity with public pension systems and the fiduciary obligations of administrators, investment managers and trustees under the Employee Retirement Income Security Act of 1974 and similar federal or State statutes; (5) whether the trustee, investment, consulting, auditing or administrative products and services described in the proposal are of the highest quality and soundness in all respects; (6) the overall cost efficiency of the proposal; and (7) the overall quality and scope of the services to be provided to plan participants under the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's proposal. All proposals shall be in writing, contain a representation that the proposal complies with all requirements of this Subtitle and clearly indicate all direct fees, indirect fees and charges. All brokerage fees and related charges shall be negotiated so that the best competitive rate under the circumstances is obtained. (b) Each proposal submitted under this Part 9003 shall fully disclose any sponsorship or similar arrangement. Such arrangements shall be precluded unless it can be demonstrated by clear and convincing evidence that the arrangement is cost effective. (c) Before a contract or agreement between a deferred compensation committee and a trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization may become effective, the deferred compensation committee must submit in writing to the president the name of such selected trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization and a certification signed by its chief executive officer and chief legal officer stating that each such trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization has been duly selected to provide services in accordance with the provisions of this Subtitle. 9003.4 Provision of diverse investments. The board and each deferred compensation committee shall appoint, with respect to the plan under their control, in accordance with the requirements of this Subtitle, one or more financial organizations such that amounts held under the plan may be at all times invested in one or more of a broad range of investment alternatives, including without limitation a diverse selection of fixed income and equity investments. 9003.5 Miscellaneous requirements. (a) All contracts and agreements entered into with a trustee, an independent consultant, a financial organization, a firm of certified public accountants or an administrative service agency shall be in writing, shall be awarded on the basis of a competitive bid conducted or a search conducted in accordance with Section 9003.1(c) in respect of the specific contract or agreement in accordance with this Part 9003, shall not exceed five years in duration, and shall impose no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement. Where the board or a deferred compensation committee enters into a contract or agreement with a trustee, a financial organization or organizations, and an administrative service agency and such trustee, financial organization or organizations and administrative service agency is selected by the board or deferred compensation committee independently from each other service, such contracts or agreements shall not exceed ten years in duration. Notwithstanding the previous sentence, no trustee who is the only trustee of a plan shall be forced to resign the position of trustee solely by operation of this section 9003.5(a) prior to the time such person's successor as trustee has been duly qualified and appointed. (amended June 18, 2008) (b) Notwithstanding Section 9003.5(a), when the board or a deferred compensation committee deems it to be in the best interest of the plan, the board or any deferred compensation committee may extend, in writing, by vote duly taken, any contract or agreement entered into with a trustee, an independent consultant, a financial organization, a firm of certified public accountants or an administrative service agency for a duration not to exceed two consecutive one-year periods and with the consent of such party;provided, however, that any such one-year extension shall be implemented only upon (1) the expiration of the initial term of such contract or agreement in the case of the first one-year extension, or(2) the expiration of the first one-year extension in the case of the second one-year extension. In the event that the board or a deferred compensation committee implements such an extension, the board or the deferred compensation committee shall describe in writing the reasons for its determination that the extension is in the best interest of the plan. (c) Neither the Board nor any deferred compensation committee may permit, nor enter into an agreement that permits, a trustee, financial organization, independent consultant, administrative service agency or any other person to select one or more other trustees, administrative service agencies, firms of certified public accountants, independent consultants, or financial organizations to provide services in respect of a plan. Notwithstanding the previous sentence, this section 9003.5(c) shall not prohibit the Board or any deferred compensation committee from entering into an agreement with (1) a financial organization selected and retained by the Board or a deferred compensation committee, as applicable, in accordance with this Subtitle, that provides for self-directed investment services through a mutual fund or brokerage "window" arrangement sponsored by such financial organization with respect to a plan,provided that such self-directed investment services shall not be the sole investment alternative provided under a plan and that the Board and the deferred compensation committee shall establish clear guidelines regarding participants' access to, and level of participation in, such self-directed investment services (2) a financial organization selected and retained by the Board or a deferred compensation committee, as applicable, in accordance with this Subtitle, to manage the stable income fund of such plan which authorizes such financial organization to engage in one or more of the following fund management activities with respect to the assets of a stable income fund: (i) the investment of the assets of the stable income fund in one or more guaranteed investment contracts, provided, however, that such guaranteed investment contract shall not exceed five years in duration; (ii) the purchase of one or more wrap contracts with respect to the assets of the stable income fund; or, (iii) the periodic allocation of the assets of the stable income fund between or among two or more other financial organizations selected and retained by the Board or deferred compensation committee, as applicable, in accordance with this Subtitle, provided that, in each case, (i) the written agreement between the Board or deferred compensation committee, as applicable, and the financial organization, expressly authorizes the applicable fund management activities and states that the financial organization is a fiduciary to the plan with respect to the fund management activities so authorized; (ii) any such fund management activity is undertaken by the financial organization in accordance with reasonable practices of the financial organization applicable to its clients generally, and the financial organization receives no fee or other consideration from any person (other than the plan) related to such fund management activity; (iii) the guaranteed investment contract or wrap contract, as applicable, imposes no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement; (iv) the trustee of the plan continues to be the owner on behalf of the plan of all of the assets of the stable income fund; and, (v) any such fund management activity complies with the criteria for selection and reporting of section 9003.3 of this Subtitle and the then effective investment policies and guidelines of the Board or deferred compensation committee, as applicable, related to the stable income fund. A financial organization engaged in the management activities described in paragraph (2) of this section 9003.5(c) shall do so in accordance with the procedures of this paragraph (2) and with other provisions of this Subtitle to the extent such other provisions are incorporated into this paragraph (2). 9003.6 Acknowledgment. Except as otherwise provided in this section 9003.6, each trustee, independent consultant, administrative service agency and financial organization so appointed shall acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility with respect to a plan. Notwithstanding the foregoing, no such fiduciary acknowledgment shall be required pursuant to this section 9003.6 from a financial organization (i) which issues a guaranteed investment contract, or (ii) which is the manager of an open-ended investment company registered under the Investment Company Act of 1940, as now in effect or as hereinafter amended, solely by reason of the investment, upon the specific direction of a trustee, another financial organization, the Board, a deferred compensation committee or an administrative service agency acting in accordance with the terms of the plan to implement the investment directions of one or more participants, of amounts held under the plan in shares of such open-ended investment company. 9003.7 Precluded investments. No contract or agreement entered into with a financial organization may provide for the investment of any amounts under a plan in any annuity contract providing for a term which could exceed five years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. 9003.8 Transfer of assets. All amounts deferred under a plan, together with all necessary investment instructions, shall be paid by the State or local employer as promptly as possible, but in no event later than two business days from the applicable payroll date, to an appointed trustee which shall then pay such amounts as promptly as possible, but in no event later than one business day following receipt thereof by such trustee, to one or more appointed financial organizations for investment, and upon receipt thereof by each such financial organization shall, if not otherwise invested, be transferred to an interest-bearing account to hold such amounts in cash or cash equivalent investments within one business day, where such amounts may remain until the financial organization receives all necessary investment instructions or otherwise determines it prudent to transfer such amounts to another investment fund. PART 9004 SOLICITATION AND EDUCATION (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. 9004.1 Provisions Section 9004.1 Provisions. No trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency nor any of their agents shall use information obtained by reason of its appointment in respect of a plan as a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency to solicit or otherwise induce any person to invest in, purchase, utilize or act in any other manner regarding any products or services made available by such trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency. Educational materials designed to acquaint employees with the benefits of such plan may be provided by a financial organization or administrative service agency upon prior approval by the Board or deferred compensation committee, as applicable. All information obtained in connection with any services performed or proposed to be performed in respect of a plan shall be confidential and used exclusively for purposes relating to such plan and expressly contemplated by an agreement entered into with the Board or deferred compensation committee, as applicable, in accordance with the requirements of this Subtitle. Neither the Board nor any deferred compensation committee shall enter into any agreement in respect of a plan with a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency which permits the use of any information obtained by reason of appointment as a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency to solicit or otherwise induce any person to invest in, purchase, utilize or act in any other manner regarding any products or services made available by such trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency for any purpose not directly related to the administration of the plan and the investment of plan assets in accordance with the requirements of this Subtitle. PART 9005 AUDITING, BONDING AND INSURANCE (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9005.1 Financial Statements, Auditing and Agreed Upon Procedures 9005.3 Statements 9005.2 Authority of board and committee 9005.4 Bonding and insurance Section 9005.1 Financial Statements, Auditing and Agreed-Upon Procedures Reports. The board, with respect to the State plan, and the deferred compensation committee, with respect to any other plan, shall be responsible for causing such plan to be in compliance with this Section 9005 for each plan year. (a) Subject to paragraph (c) of this Section 9005.1, a plan shall be subject to this paragraph(a) for a plan year if the plan has fewer than 100 participants as of the last day of the plan year. If a plan is subject to this paragraph (a) for a plan year,the deferred compensation committee shall: (1) prepare, or cause to be prepared, for the plan year an unaudited financial statement of the net assets available for benefits and the related statements of changes in net assets available for benefits for the plan year-end; and (2) engage, or cause to be engaged, in accordance with the requirements of Part 9003 of this Subtitle, a certified public accountant to conduct a review of the plan's activities during the plan year and to produce an agreed-upon procedures report for the plan year, which report shall specify the procedures and the results of the procedures by such firm of certified public accountants in the review of each of the following items (and any other additional items as may be required by the deferred compensation committee for the plan): (i) whether participant account balances, by investment option and in the aggregate as of the plan-year end, as reported by the administrative service agency for the plan, agree to the value of the assets held by the trustee of the plan by investment option and in the aggregate as of plan-year end; (ii) whether participant deferrals reported by the plan sponsor, by individual participant and in the aggregate, for the plan year agree with the deferrals received by the trustee of the plan for the plan year; (iii) whether participant deferrals for the plan year were properly authorized and accurately remitted to the trustee of the plan in accordance with the timing and other requirements of the plan document (or industry practice if no direction is provided in the plan document); (iv) whether the plan properly and separately accounted for pre-tax and, if applicable, designated Roth contributions deferred or contributed for the plan year; (v) whether maximum contribution limitations and minimum required distribution requirements were properly implemented for the plan year; (vi) whether participant requests for lump sum and installment benefit distributions for the plan year were properly authorized and processed in accordance with the plan document and contractual provisions (or industry practice, if no direction is provided in the plan document or applicable contracts); (vii) whether participant requests for unforeseeable emergency withdrawals during the plan year were processed according to written procedures, properly authorized and properly documented; (viii) whether participant requests for plan loans during the plan year were processed according to written procedures and were properly authorized and documented; (ix) whether participant requests for deferral amount changes and asset allocation changes for the plan year were processed accurately and in a timely manner in accordance with the plan document and applicable contract provisions (or industry practice, if no direction is provided in the plan document or applicable contracts); (x) whether all plan-level and participant-level fees for the plan year were disclosed to participants, were allocated in accordance with written procedures and on a uniform basis and were assessed solely to support operations of the plan; and (xi) whether, for the plan year, employees who were eligible during that plan year to elect to participate in the plan were provided with written notification of the plan and enrollment opportunities. (3) The specific procedures and methods applied to each item covered by paragraph (a)(2) of this Section 9005.1 shall be determined in the professional judgment of the certified public accountant in accordance with generally accepted industry standards in conjunction with the deferred compensation committee for the plan prior to the firm's performance of the agreed-upon procedures on the plan. (b) A plan shall be subject to this paragraph (b) for a plan year if it is the State plan or, subject to paragraph (c) of this Section 9005.1, if the plan has 100 or more participants as of the last day of the plan year. If a plan is subject to this paragraph (b) for a plan year, the board or deferred compensation committee, as applicable, shall: (1) prepare, or cause to be prepared, a financial statement of the net assets available for benefits and the related statements of changes in net assets available for benefits for the plan year-end, which statements shall be prepared in accordance with Governmental Accounting Standards Board Statement 32, "Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans", or any successor statement thereto; and (2) engage, or cause to be engaged, in accordance with the requirements of Part 9003 of this Subtitle, a certified public accountant to conduct an audit of the financial statements described in paragraph (b)(1) of this Section 9005.1 in accordance with auditing standards generally accepted in the United States of America. (c) The following rules shall apply to plans that would otherwise become subject to paragraph (a) or(b) of this Section 9005.1 (or cease to be subject to paragraph (a) or(b) of this Section 9005.1) from one plan year to the next succeeding plan year as a result of an increase or decrease in the number of participants in the plan. (1) A plan that(i) was subject to paragraph (a) of this Section 9005.1 for a prior plan year and that has complied with the requirements set forth in paragraph (a) above for that plan year and (ii) becomes subject to paragraph (b) of this Section 9005.1 for the current plan year by virtue of having 100 or more participants as of the last day of the current year, may elect to comply with the provisions of paragraph (a) of this Section 9005.1 for such current plan year, and, if such election is made, shall not be subject to the requirements of paragraph (b) of this Section 9005.1 for the current year. (2) A plan that (i) was subject to paragraph (b) of this Section 9005.1 for a prior plan year and (ii) would be subject, but for the operation of this paragraph (c)(2), to paragraph (a) of this Section 9005.1 for the current plan year by virtue of having fewer than 100 participants as of the last day of the current plan year, shall be required to continue to comply with the provisions of paragraph (b) of this Section 9005.1 for such current plan year and shall not become eligible to utilize the procedures in paragraph (a) of this Section 9005.1. (3) Example: Plan X has 90 participants as of the last day of Plan Year 1, and accordingly, the deferred compensation committee of Plan X causes the plan to comply with the financial statement and agreed-upon procedures requirements described in paragraph (a) of this Section 9005.1 with respect to Plan Year 1. On the last day of Plan Year 2 , Plan X has 110 participants. Plan X may elect to continue to comply with the provisions of paragraph (a) of this Section 9005.1 and will not be subject to the audit requirements of paragraph (b) for Plan Year 2. (4) Example. Plan Y has 110 participants as of the last day of Plan Year 1, and accordingly, the deferred compensation committee of Plan Y causes the plan to comply with the financial statement and audit requirements described in paragraph (b) of this Section 9005.1 with respect to Plan Year 1. On the last day of Plan Year 2, Plan Y has 90 participants. Plan Y must continue to comply with the provisions of paragraph (b) of this Section 9005.1 and will not be permitted to rely on the agreed-upon procedures provisions of paragraph (a) of this Section 9005.1 for Plan Year 2. (d) The deferred compensation committee for a plan subject to paragraph (a) of this Section 9005.1 for a given plan year may elect to comply with the requirements of paragraph (b) of this Section 9005.1 for such plan year. (e) For purposes of this Section 9005.1, "participant" means any person who, as of the last day of a plan year, has an account balance under the plan that is greater than zero. (f) The agreed-upon procedures requirement described in paragraph (a)(2) of this Section 9005.1 and the audit requirement described in paragraph (b)(2) of this Section 9005.1 shall be completed by no later than 6 months following the end of the plan year to which such agreed-upon procedures or audit relates. Provided, however, for a plan year that ended on or after December 31, 2010 and before December 31, 2011, the agreed-upon procedures or audit relating to such plan year shall be completed by no later than 12 months following the end of such plan year. (g) The board or deferred compensation committee, as applicable, for a plan shall adopt and communicate to plan participants written procedures whereby a plan participant may request in writing or electronically to receive the financial statements and agreed-upon procedures report described in paragraph(a)(2) of this Section 9005.1 and the audited financial statements and accompanying auditors report described in paragraph (b)(2) of this Section 9005.1 at no cost to the participant other than a reasonable charge for copying and postage. The board or deferred compensation committee, as applicable, will be deemed to have satisfied the requirements of this paragraph (g) if participants (i) are able to obtain the applicable reports and financial statements for the plan or (ii) are directed to a web site associated with the plan or the State or local employer sponsor of the plan that contains such information in a readily readable and downloadable format. (h) The board or deferred compensation committee, as applicable, shall file with the president a complete and accurate copy of the financial statements and agreed-upon procedures report described in paragraph(a)(2) of this Section 9005.1 or the audited financial statements and accompanying auditors report described in paragraph (b)(2) of this Section 9005.1 promptly following delivery of such statements and reports to the board or deferred compensation committee, as applicable. (i) The provisions of this Section 9005.1 shall be in effect for each plan year of a plan ending on or after December 31, 2010. (added June 15, 2011) 9005.2 Authority of board and committee. The board and each deferred compensation committee shall receive reports from its agents and appointed trustees, independent consultants, administrative service agencies and financial organizations, and shall promptly terminate or amend such agency, arrangement, agreement or contract with such trustee, independent consultant, administrative service agency or financial organization if its obligations under this Subtitle or otherwise so require. To the extent necessary to comply with this section 9005.2 or section 9006.1, the board or deferred compensation committee, as applicable, shall have the authority to serve as a temporary or interim trustee until a successor trustee is appointed in accordance with this Subtitle. 9005.3 Statements. Each participant in a plan shall be furnished with a statement at least quarterly from the trustee or administrative service agency. Such statement shall indicate the balance of his or her account under the plan, the participant's interest in each investment option under the plan and any other data which the board or deferred compensation committee, as applicable, shall determine to be relevant. Each participant in a plan shall be furnished with clear and complete written disclosure no less frequently than annually (i) of all fees and expenses paid out of or charged against any assets of the plan, including all fees and expenses netted against any investment return on amounts held under the plan and (ii) of the allocation of all such fees and expenses to and among participants' accounts under the plan. 9005.4 Bonding and insurance. (a) Each person appointed in accordance with this Subtitle or outside agent which handles, holds, invests, maintains custody of or directs disbursement of funds or serves as a trustee shall be bonded with a customary or usual bond, obtained from an organization duly authorized and licensed to provide such bond in the State of New York, to protect against any loss resulting from fraud or dishonesty by such person or the employees, officers and agents thereof (b) The amount of the bond shall not be less than the lesser of: (1) 100 percent of the amount under the plan managed or administered or held by such person; or (2) $25 million; provided, however, that the board or deferred compensation committee, as applicable, may, in its discretion, require a bond in a greater amount if the board or deferred compensation committee determines that such greater amount is necessary or advisable to adequately protect the plan from any loss resulting from fraud or dishonesty by such person. The cost of any such bond for a trustee who is a member of the board or deferred compensation committee shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. (c) Each trustee, independent consultant, administrative service agency and financial organization appointed in accordance with this Subtitle shall provide appropriate evidence of adequate insurance, and the cost of any such insurance for a trustee who is a member of the board or deferred compensation committee, as applicable, shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. PART 9006 COMPLIANCE (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9006.1 Authority of board 9006.3 Exemptions 9006.2 Documentary provisions Section 9006.1 Authority of board. Upon notice that any plan or any contract or agreement or other arrangement entered into in respect of a plan does not substantially comply with this Subtitle or any other applicable federal, State or local law, or that a local employer is not ensuring substantial compliance with its plan, the board may investigate, hold hearings and take such action as it deems warranted or appropriate, including but not limited to termination of the plan, contract, agreement or other arrangement. 9006.2 Documentary provisions. Every contract or agreement entered into by the board or a deferred compensation committee in respect of a plan shall contain a provision that the agreement or contract is subject to the plan and to this Subtitle, and that such plan and this Subtitle are made a part thereof. 9006.3 Exemptions. In exceptional circumstances, and where the board deems it to be in the best interest of the plan, the board in its sole discretion may grant an exemption from the applicability of any of the rules and regulations set forth under this Subtitle;provided, however, that, any exemption granted hereunder must be in accordance with the requirements of the Internal Revenue Code, the plan and the board's fiduciary obligations. In the event that the board grants such an exemption, the board shall describe in writing the exceptional circumstances and explain the reasons for its determination that the exemption in is the best interests of the plan. All requests for such exemption must be submitted to the board in writing and contain a detailed explanation of the reasons why an exemption has been requested. Plan Document for the DEFERRED COMPENSATION PLAN FOR EMPLOYEES OF TOWN OF SOUTHOLD (Amended and Restated as of August 26, 2011) Deferred Compensation Plan for Employees of TOWN OF SOUTHOLD Plan Document TABLE OF CONTENTS Page Section 1 Definitions 2 Section 2 Participation 8 Section 3 Amounts Deferred or Contributed 9 Section 4 Investment of Amounts Deferred or Contributed and Rollover Contributions 12 Section 5 Rollovers 16 Section 6 Accounts and Records of the Plan 18 Section 7 Withdrawals for Unforeseeable Emergencies; Withdrawals of Small Amounts; Loans 20 Section 8 Distributions from the Plan and other Eligible Retirement Plans 23 Section 9 Designation of Beneficiaries 30 Section 10 Qualified Domestic Relations Orders 31 Section 11 Administration 32 Section 12 Amendment or Termination 36 Section 13 General Limitations and Provisions 37 Schedule A ..S4 Deferred Compensation Plan for Employees of TOWN OF SOUTHOLD Plan Document PURPOSE The purpose of the Plan is to encourage Employees to make and continue careers with the Employer by providing Employees with a convenient way to save on a regular and long- term basis and thereby provide for their retirement as set forth herein. The Employer adopted this Plan by complying with the procedures set forth in the Regulations. A Participant's benefit under the Plan is limited to the Plan Benefit, and the value of the Plan Benefit will depend upon the investment results achieved by the Investment Options in which the Participant chooses to invest. Each Participant shall be 100 percent vested at all times in his or her Plan Benefit in accordance with the terms of the Plan. In accordance with Section 457 of the Code, all amounts of Compensation deferred or contributed under the Plan, all property and rights purchased with such amounts and all income attributable to such amounts, and all other property and rights are held in trust for the exclusive benefit of Participants and their Beneficiaries and Alternate Payees pursuant to the Trust Agreement. The Plan and the Trust Agreement are intended to satisfy the requirements for an eligible deferred compensation plan under Section 457 of the Code applicable to governmental employers described in Section 457(e)(1)(B) of the Code, and shall be construed and administered accordingly. To the extent that any term of the Plan is inconsistent with the provisions of Section 457 of the Code applicable to governmental employers, the inconsistent term shall, to the fullest extent possible, be treated for all purposes of the Plan as amended or reformed to conform to the applicable provisions of Section 457 of the Code. Except as otherwise provided herein, this amendment and restatement of the Plan is effective as of the Effective Date. 1 SECTION 1 DEFINITIONS When used herein, the following terms shall have the following meanings: 1.1 "Account"means each separate account established and maintained for an Account Participant under the Plan, including,as applicable, each Before-Tax Deferral Account, Roth Account(if applicable), Rollover Account,Alternate Payee Account and Beneficiary Account. 1.2 "Account Participant"means each Participant, Beneficiary, Surviving Spouse, Alternate Payee or other individual with an Account. 1.3 "Administrative Service Agency"means an Administrative Service Agency as defined in the Regulations selected by the Committee to provide services in respect of the Plan. 1.4 "Alternate Payee"means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all, or a portion of, the Plan Benefit with respect to such Participant. 1.5 "Alternate Payee Account"means the Account established for an Alternate Payee pursuant to a Qualified Domestic Relations Order. 1.6 "Amounts Deferred or Contributed"means the aggregate of Compensation deferred or contributed by a Participant pursuant to Sections 3.1 and 3.2,including Before-Tax Deferrals and Roth Contributions(if applicable). 1.7 "Before-Tax Deferral Account"means the Account or Accounts established under the Plan to record a Participant's Before-Tax Deferrals, and the income, gains and losses credited thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Before-Tax Deferrals may also be referred to as a Before-Tax Deferral Account. 1.8 "Before-Tax Deferrals"means that part of a Participant's Compensation which is deferred into the Plan and is not includable in the Participant's taxable income which, in the absence of a Participant's election to defer such Compensation under Section 3.1, would have been paid to the Participant and would have been includable in the Participant's taxable income 1 9 "Beneficiary"means the beneficiary or beneficiaries designated by a Participant or Surviving Spouse of a Participant pursuant to Section 9 to receive the amount, if any, payable under the Plan upon the death of such Participant or Surviving Spouse. 1.10 "Beneficiary Account"means the Account established for a Beneficiary in accordance with Section 6.2 1.11 `Business Day"means, subject to Section 4.4(b), any day(measured in accordance with State time) on which the New York Stock Exchange is open for the trading of securities. 1.12 "Code"means the Internal Revenue Code of 1986, as now in effect or as hereafter amended, and the applicable Treasury Regulations and rulings thereunder. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered. 1.13 "Committee"means the Deferred Compensation Committee appointed by the Employer in accordance with the Regulations to act on behalf of Employer to administer the Plan. 1.14 "Compensation"means: (a) all compensation for services to the Employer,including salary, wages, fees, commissions and overtime pay that is includible in the Employee's gross income for each Plan Year under the Code; (b) any differential wage payments defined in Code Section 3401(h)(2)pursuant to the HEART Act; and (c) any accumulated sick pay, accumulated vacation pay and back pay paid to a Participant by his or her Employer,provided that such accumulated sick pay, accumulated vacation pay and back pay is received by the Plan in accordance with the timing requirements of the Treasury Regulations promulgated under Section 457 of the Code. 1.15 "Distributee"means(a) an Employee or former Employee, (b) the Surviving Spouse of an Employee or former Employee and(c)the spouse or former spouse of an Employee or former Employee,but only to the extent such spouse or former spouse is an Alternate Payee under a Qualified Domestic Relations Order and only with regard to the interest of such spouse or former spouse. 1.16 "Distribution Waiting Period"means 45 days following a Participant's Severance from Employment, or, to the extent that the Committee has designated a different Distribution Waiting Period under Section 8.1(e) of Schedule A, the Distribution Waiting Period as set forth in Section 8.1(e)of Schedule A. 1.17 "Earliest Retirement Date"means the earlier of(a) the date on which the Participant Severs from Employment or(b)the date the Participant attains age 50. 1.18 "Effective Date"means August 26, 2011. 1.19 "Eligible Retirement Plan"means: (a) an individual retirement account described in Section 408(a)of the Code; (b) an individual retirement annuity described in Section 408(b)of the Code; (c) a qualified trust under Section 401(a)or 401(k)of the Code; 3 (d) an annuity contract or custodial account described in Section 403(b)of the Code, (e) an eligible deferred compensation plan described in Section 457 of the Code that is maintained by a state,political subdivision of a state, any agency or instrumentality of a state or political subdivision of a state; and (0 a Roth IRA. 1.20 "Eligible Rollover Distribution"means all or any portion of the balance of the Plan to the credit of a Distributee or a Beneficiary of a Participant, except that an Eligible Rollover Distribution shall not include(a)any distribution that is(i) one of a series of substantially equal periodic payments(not less frequently than annually)made for the life(or life expectancy) of the Distributee or the joint lives(or joint life expectancies) of the Distributee and the Distributee's Beneficiary or(ii) for a specified period of ten years or more, (b)any distribution to the extent such distribution is required under Section 401(a)(9)of the Code, or(c) any distribution due to an Unforeseeable Emergency. 1.21 "Employee"means any individual who receives Compensation for services from the Employer, including any elected or appointed officer or employee of the Employer, and any employee who is included in a unit of employees covered by a negotiated collective bargaining agreement that specifically provides for participation in the Plan. An Employee shall not include an independent contractor, a consultant or any other individual classified by the Employer as not eligible to participate in the Plan. 1.22 "Employer"means Town of Southold. 1.23 "Enrollment Date"means,with respect to an Employee who is eligible to enroll or be enrolled in the Plan, any payroll date on which such Employee receives Compensation, or such other date or dates as the Administrative Service Agency may establish either in lieu of,or in addition to, such dates. 1.24 "Financial Organization"means a Financial Organization as defined in the Regulations selected by the Committee to provide services in respect of the Plan. 1.25 "HEART Act"means the Heroes Earnings Assistance and Relief Tax Act of 2008. 1.26 "Includible Compensation"means"includible compensation"as defined in Section 457(e)(5)of the Code. 1.27 "Investment Fund"means each of the investment funds made available by the Committee through the Plan in accordance with Section 6.5(b). 1.28 "Investment Option"means each of the Investment Funds and each other investment option made available by the Committee through the Plan in accordance with Section 6.5(b). 4 1.29 "Loan Grace Period"means 90 days following the due date of a Participant's scheduled repayment of his or her Plan loan, or,to the extent that the Committee has designated a shorter Loan Grace Period under Section 7.3(f) of Schedule A, the Loan Grace Period as set forth in Section 7.3(f) of Schedule A. 1.30 "Maximum Annual Number of Partial Distributions"means twelve partial lump sum payments per Plan Year, or, to the extent that the Committee has designated a different Maximum Annual Number of Partial Distributions under Section 8.1(c)(i) and (iii) of Schedule A, the Maximum Annual Number of Partial Distributions as set forth in Section 8.1(c)(i) and(iii) of Schedule A. 1.31 "Minimum Installment Amount"means $100, or, to the extent that the Committee has designated a different Minimum Installment Amount under Section 8.1(c)of Schedule A, the Minimum Installment Amount as set forth in Section 8.1(c) of Schedule A. 1.32 "Minimum Lump Sum Amount"means $100, or, to the extent that the Committee has designated a different Minimum Lump Sum Amount under Section 8.1(c)(i)and(iii)of Schedule A, the Minimum Lump Sum Amount as set forth in Section 8.1(c)(i) and(iii)of Schedule A. 1.33 "Normal Retirement Age"means any age designated by a Participant within the following parameters: (i)beginning(A)no earlier than the earliest age at which the Participant has the right to retire under the basic pension plan, if any, in which the Participant participates in connection with his or her service to the Employer and to receive immediate retirement benefits without actuarial or similar reduction because of retirement before some later age specified in such basic pension plan or, (B)in the case of a Participant who does not participate in such basic pension plan, no earlier than age 65, and(ii) ending no later than age 701/2. Notwithstanding the previous sentence,a Participant who is a qualified police officer or firefighter(as defined under Section 415(b)(2)(H)(ii)(I) of the Code) may designate a Normal Retirement Age that is earlier than the earliest Normal Retirement Age described above,but in no event may such Normal Retirement Age be earlier than age 40. Notwithstanding anything in the Plan to the contrary, a Participant's designation of a Normal Retirement Age shall not control the date that payment of such Participant's benefits shall commence pursuant to Section 8. 1.34 "Participant"means an Employee or former Employee who is not deceased and who has an Account or Rollover Account under the Plan. 1.35 "Participation Agreement"means an agreement in writing or in such other form approved by the Committee,pursuant to which the Employee elects to reduce his or her Compensation for future Enrollment Dates and to have amounts deferred or contributed into the Plan on his or her behalf in accordance with the terms of the Plan. 1.36 "Plan"means the Deferred Compensation Plan for Employees of the Employer,as the same may be amended from time to time. 1.37 "Plan Benefit"has the meaning set forth in Section 6.5. 5 1.38 "Plan Year"means the calendar year. 1.39 "Qualified Domestic Relations Order"means any judgment, decree or order, including, approval of a property settlement agreement, that has been determined by the Administrative Service Agency to meet the requirements of a qualified domestic relations order within the meaning of Section 414(p) of the Code. 1.40 "Qualified Roth Contribution Program"means a qualified Roth contribution program as defined in Section 402A of the Code. 1.41 "Regulations"means the rules and regulations promulgated by the Deferred Compensation Board of the State of New York pursuant to Section 5 of the State Finance Law, as the same may be amended from time to time. 1.42 "Required Beginning Date"means April 1 of the calendar year following the later of the calendar year in which the Participant: (a)attains age 70Y2, or(b)Severs from Employment. 1.43 "Review Committee"means the committee designated to review claims to rights or benefits under the Plan in accordance with Section 11.8 and requests for Unforeseeable Emergency withdrawals under Section 7. 1.44 "Rollover Account"means the Account or Accounts established and maintained in respect of a Participant or a Beneficiary who is a Participant's Surviving Spouse or, if applicable, by a spousal Alternate Payee pursuant to Section 5.2(c). 1.45 "Rollover Contribution"means the amount contributed by a Participant or a Beneficiary to a Rollover Account or, if applicable, by an Alternate Payee to an Alternate Payee Account,in accordance with Section 5.2 that the Administrative Service Agency has determined would qualify as an Eligible Rollover Distribution, other than a distribution consisting of contributions to a Roth IRA,and which the Administrative Service Agency has determined may be contributed. 1.46 "Roth Account"means the Account or Accounts established under the Plan to record a Participant's Roth Contributions,and the income,gains and losses credited thereto A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Roth Contributions may also be referred to as a Roth Account. 1.47 "Roth Contributions"means amounts contributed pursuant to Section 3.1 by a Participant to the extent that the Committee has resolved to implement a Roth Program to Section 3.1(c)of Schedule A, which amounts are- (a) designated irrevocably by the Participant at the time of the contribution election as Roth Contributions that are being made from Compensation pursuant to Section 3.1(c); and (b) treated by the Employer as includible in the Participant's income at the time the Participant would have received that amount in Compensation. 6 1.48 "Roth IRA"has the meaning set forth in Section 408A of the Code. 1.49 "Roth Program"means a Qualified Roth Contribution Program within the Plan. 1.50 "Section 457 Transfer"means a transfer made into an Account pursuant to Section 5.1. 1.51 "Severance from Employment" or"Severs from Employment"means a severance from employment with the Employer within the meaning of Section 457 of the Code. 1.52 "State"means the State of New York. 1.53 "Surviving Spouse"means the survivor of a deceased Participant to whom such Participant was legally married on the date of the Participant's death. 1.54 "Treasury Regulations"means the regulations promulgated by the Treasury Department under the Code, as now in effect or as hereafter amended. All citations to sections of the Treasury Regulations are to such sections as they may from time to time be amended or renumbered. 1.55 "Trust Agreement"means an agreement entered into in respect of the Plan between the Committee and one or more Trustees pursuant to which all cash and other rights and properties and all income attributable to such cash and rights and properties are held in trust as such agreement may be amended from time to time. 1.56 "Trust Fund"means the assets of the Plan, including cash and other rights and properties arising from Amounts Deferred or Contributed, Section 457 Transfers and Rollover Contributions which are held and administered by the Trustee pursuant to the Trust Agreement. 1.57 "Trustee"means the trustee or trustees acting as such under the Trust Agreement, and any successors thereto. 1.58 "Unforeseeable Emergency"means a(i) severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent, (ii) loss of the Participant's or Beneficiary's property because of casualty, or(iii) other similar extraordinary or unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. 1.59 "Unit"means a unit measuring the value of an Account Participant's proportionate interest in an Investment Fund. 1.60 "USERRA"means the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 contained in chapter 43 of title 38 of the United States Code. 1.61 "Valuation Date"means each Business Day unless otherwise provided in the Plan or in an agreement between the Committee and a Financial Organization. 7 SECTION 2 PARTICIPATION 2.1 Enrollment. (a) Eligibility and Enrollment. Each Employee shall be eligible to participate in the Plan as of any Enrollment Date following the date he or she becomes an Employee, and shall commence such participation in the Plan by duly filing a Participation Agreement and any enrollment forms or other pertinent information concerning the Employee and his or her Beneficiary with the Administrative Service Agency in a manner as prescribed by the Committee. With the exception of Participation Agreements filed on or before an Employee's first day of service,no Participation Agreement shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement is filed with the Administrative Service Agency. (b) Initial Enrollment and Subsequent Changes. Each Employee enrolling in the Plan shall provide to the Administrative Service Agency, in a complete and timely manner, at the time of initial enrollment and thereafter if there are any changes,with such information that the Administrative Service Agency detennines is necessary or advisable for the administration of the Plan or to comply with applicable law. With the exception of Participation Agreements filed on or before an Employee's first day of service, no Participation Agreement or amendment or modification thereto shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement or such amendment or modification is filed with the Administrative Service Agency. 2.2 Voluntary Participation. Participation in the Plan by Employees shall be voluntary. 2.3 Cessation of Participation. The participation of an Account Participant shall cease upon payment to the Account Participant of the entire value of his or her Plan Benefit or upon the Account Participant's death prior to such payment. 2.4 Corrective Action. If an individual is erroneously included or excluded from participation, corrective action will be taken as soon as administratively practicable to correct such erroneous inclusion or exclusion. 8 SECTION 3 AMOUNTS DEFERRED OR CONTRIBUTED 3.1 Participant Deferral and Contribution Authorization. (a) Initial Authorization. A Participant may elect to defer or contribute Compensation under the Plan by authorizing, on his or her Participation Agreement, regular payroll deductions that do not individually or in the aggregate exceed the limitations of Section 3.2. Unless otherwise designated under Section 3.1(c), any Amounts Deferred or Contributed under this Section 3.1(a) shall be treated as Before-Tax Deferrals. Any initial deferral election shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a)and 2.1(b). (b) Modifications. A Participant may increase or decrease the rate of deferral or contribution of his or her Compensation, and may make separate elections with respect to the increase or decrease of the rate of his or her Before-Tax Deferrals and Roth Contributions(to the extent applicable),within the limitations set forth in Section 3.2, as of any Enrollment Date by duly filing a new or modified Participation Agreement, or such other form authorized for such purpose by the Committee,with the Administrative Service Agency, which shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (c) Roth Contributions. To the extent that the Committee has resolved on or after January 1, 2011 to implement a Roth Program pursuant to Section 3.1(c)of Schedule A, a Participant shall be permitted to make Roth Contributions from his or her Compensation by designating a percentage of his or her initial authorization or modified authorization described in Sections 3.1(a)and 3.1(b) as Roth Contributions,which designation shall be effective as soon as administratively practicable for all future payroll periods until modified or suspended, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). For the avoidance of doubt, to the extent that the Committee has not resolved to implement a Roth Program pursuant to Section 3.1(c) of Schedule A, Participants shall not be permitted to make Roth Contributions and any provisions of the Plan as they relate to Roth Contributions,Roth Accounts, Rollover Contributions from Qualified Roth Contribution Programs and in-Plan rollovers into Roth Accounts shall not apply. (d) Discontinuance or Suspension. A Participant may discontinue or temporarily suspend his or her deferrals or contributions, and may make separate elections with respect to the discontinuance or suspension of his or her Before-Tax Deferrals and Roth Contributions(to the extent applicable),as of any specified Enrollment Date by giving notice thereof to the Administrative Service Agency. The Administrative Service Agency shall discontinue or suspend the deferral or contribution of Compensation as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a)and 2.1(b) 9 (e) Deferrals and Contributions After a HEART Act Distribution or Unforeseeable Emergency Withdrawal A participant's deferrals and contributions will be suspended for a period of six months following a distribution pursuant to the Section 414(u)(12)(B)(i)of the Code and,to the extent that the Committee has resolved to implement a suspension of deferrals after an Unforeseeable Emergency withdrawal pursuant to Section 3.1(e)of Schedule A, after a distribution due to an Unforeseeable Emergency withdrawal. 3.2 General Deferral and Contribution Limitations and Catch-Up Limitations. (a) In General. The aggregate amount of Before-Tax Deferrals and Roth Contributions(to the extent applicable) that may be deferred or contributed by a Participant for any pay period shall be a minimum of$10 and shall not exceed the lesser of: (i) An amount as may be permitted pursuant to Section 457(e)(15)of the Code, and (ii) 100%of the Participant's Includible Compensation for the Plan Year; provided, however,the maximum amount that a Participant may defer or contribute for any Plan Year may be calculated after accounting for mandatory and permissive payroll deductions, as reasonably determined by the Employer. (b) 457 Catch-Up. Notwithstanding the limitation in Section 3.2(a), a Participant may file an election in the manner required by the Administrative Service Agency to have the catch-up limitation as set forth in Section 3.2(b)apply to the determination of the maximum amount that may be deferred or contributed during one or more of the last three Plan Years ending before attainment of the Participant's Normal Retirement Age. If the catch-up limitation is elected, the maximum aggregate amount of Before-Tax Deferrals and Roth Contributions (to the extent applicable) that may be deferred or contributed for each of the Plan Years covered by the election shall not exceed the lesser of: {i) twice the dollar amount set forth in Section 3.2(a); and (ii) the sum of the limitations provided for in Section 3.2(a) for each of the Plan Years the Participant was eligible to participate in the Plan,minus the aggregate amount actually deferred or contributed for such Plan Years (disregarding any amounts deferred or contributed pursuant to Section 3.2(c)). A Participant may not elect to have Section 3.2(b) apply more than once,whether or not the Participant rejoins the Plan after a Severance from Employment. (c) Age 50 Catch-Up. All Participants who have attained age 50 before the close of a Plan Year and who are not permitted to defer or contribute additional Compensation pursuant to Section 3.2(b)for such Plan Year,due to the application of any limitation imposed by the Code or the Plan, shall be eligible to make additional catch-up contributions in the form of Before-Tax Deferrals, Roth Contributions or a combination thereof in accordance with, and subject to, the limitations of Section 3.2(c)of the Plan and Section 414(v)of the Code. Age 50 catch-up contributions pursuant to Section 3.2(c) shall not exceed the lesser of: 10 {i} the excess of 100%of Participant's Includible Compensation for the Plan Year over the sum of any other Amounts Deferred or Contributed by the Participant for such Plan Year; and (ii) an amount as may be permitted by Section 414(v)(2)(B) of the Code. (d) Dual Eligibility. Notwithstanding anything in Sections 3.2(b) and(c)to the contrary, if a Participant who is eligible to make an additional catch-up contribution under Section 3.2(c)for a Plan Year in which the Participant has elected to make a catch-up contribution under Section 3.2(b), such Participant is entitled to the greater of: (1) the 457 catch-up contribution amount under Section 3.2(b); and (ii) the age 50 catch-up contribution amount under Section 3.2(c). (e) USERRA.Notwithstanding the limitation provided for in Section 3.2(a), any Participant who is entitled to reemployment rights pursuant to USERRA and who is so reemployed in accordance with the provisions of such law may elect to make such additional deferrals or contributions as are permitted or required by USERRA. (f) Excess Deferrals and Contributions. In the event that any Amounts Deferred or Contributed under the Plan for any Plan Year exceed the limitations provided for in Section 3.2, any such excess deferrals or contributions shall be distributed to the Participant,with allocable net income, in the following order(unless otherwise directed by the Participant): first, from Before-Tax Deferrals and second, from Roth Contributions (to the extent applicable), as determined in accordance with methods and procedures established by the Administrative Service Agency as soon as practicable after the Administrative Service Agency determines that the amount was an excess deferral or contribution. Distributions under Section 3.2(f)will be reportable as taxable income to the extent required by applicable law. 11 SECTION 4 INVESTMENT OF AMOUNTS DEFERRED OR CONTRIBUTED AND ROLLOVER CONTRIBUTIONS 4.1 Remittance of Deferrals and Contributions. All Amounts Deferred or Contributed in accordance with Section 3 shall be paid by the applicable Employer as promptly as possible,but in no event later than two Business Days from the applicable payroll date, to the Trust Fund. Thereafter, Amounts Deferred or Contributed shall be invested by the Trustee in accordance with the investment instructions received by the Trustee from the Administrative Service Agency, within two Business Days following receipt by the Trust Fund of such Amounts Deferred or Contributed(or, if later, on the first Business Day coincident with or immediately following receipt by the Trustee of the investment instructions from the Administrative Service Agency related to such Amounts Deferred or Contributed). All such Amounts Deferred or Contributed shall be invested by the Trustee(in accordance with the investment instructions received from the Administrative Service Agency)in the Investment Options provided by one or more Financial Organizations appointed by the Committee in accordance with the Regulations,and shall be held,managed, invested and reinvested in accordance with the applicable agreement entered into by the Committee or the Trustee with each such Financial Organization. 4.2 Allocation of Deferrals and Contributions. A Participant who has enrolled in the Plan pursuant to Section 2 shall,by filing a direction with the Administrative Service Agency in writing or in such other manner as the Committee may authorize, specify the percentage(in multiples of one percent) of his or her Amounts Deferred or Contributed, that shall be allocated to each Investment Option made available by the Committee. A Participant's investment allocation elections shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions (to the extent applicable). 4.3 Continuation of Deferral and Contribution Allocation. Any deferral and contribution allocation direction given by a Participant shall be deemed to be a continuing direction until changed by the Participant. A Participant may change his or her deferral and contribution allocation direction with respect to future Amounts Deferred or Contributed, as of any Enrollment Date,by giving notice in writing or in such other manner as the Committee may authorize to the Administrative Service Agency prior to any Enrollment Date. Any change to a Participant's deferral and contribution allocation direction shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions (to the extent applicable). All such future deferrals and contributions shall be invested by the Trustee in the Investment Options in accordance with such changed direction. 4.4 Transfer of Assets Among Investment Options. (a) Transfer of Assets. As of any Valuation Date an Account Participant may direct the Administrative Service Agency,by giving notice in writing or in such other manner as the Committee may authorize, to liquidate his or her interest in any of the Investment Options and transfer the proceeds thereof to one or more other Investment Options in the proportions directed by such Participant. Account Participants may make separate transfer directions for their Before- Tax Deferral Accounts and Accounts relating to Rollover Contributions involving before-tax deferrals and their Roth Accounts and Accounts relating to Rollover Contributions involving 12 Roth contributions (to the extent applicable). Such direction must be made in accordance with the requirements and procedures established by the Committee and in effect at the time and in a multiple of one percent or one dollar increments of the Account Participant's interest in the applicable Investment Option. (b) Committee's Right to Reduce or Deny Transfer Request. If the Trustee or any Financial Organization appointed by the Committee advises the Committee, or the Committee otherwise determines, that it is not reasonably able to prudently liquidate the necessary amount and transfer it from one of the Investment Options to another, the amount to be transferred with respect to each Account Participant who duly requested such a transfer may be reduced in proportion to the ratio which the aggregate amount that the Trustee or the Financial Organization has advised the Committee may not prudently be so transferred bears to the aggregate amount that all Account Participants have duly requested be so transferred. Regardless of any Account Participant's investment direction,no transfer between Investment Options may be made in violation of any restriction imposed by the terns of the agreement between the Committee or the Trustee and a Financial Organization providing any Investment Option or of any applicable law. Notwithstanding anything in this Section 4.4(b)or the Plan to the contrary, the Committee,the Trustee or the Financial Organization shall have the right, without prior notice to any Account Participant, to suspend,for a limited period of time,daily transfers between and among Investment Options for one or more days if the Committee, the Trustee or the Financial Organization determines that such action is necessary or advisable(i)in light of unusual market conditions, (ii) in response to technical or mechanical problems with the Plan's or the Administrative Service Agency's record keeping systems, (iii)in connection with any suspension of normal trading activity on the New York Stock Exchange or other major securities exchange, (iv)as a result of strikes, work stoppages, acts of war or terrorism, insurrection,revolution, nuclear or natural catastrophes or other similar events, losses or interruptions of power,other utility outages or malfunctions, or malfunctions in communications or computer services, in each case, that make it necessary or advisable to suspend trading activity, or(v)in accordance with Section 4.10. 4.5 Administrative Actions with Regard to Investment Directions. The Administrative Service Agency shall have the right to decline to implement any investment direction upon its determination that: (i)the person giving the direction is legally incompetent to do so; (ii) implementation of the investment direction would be contrary to the Plan or applicable law or governmental ruling or regulation including,Treasury Regulations; (iii)implementation of the investment direction would be contrary to a court order, including, a Qualified Domestic Relations Order; (iv) implementation of the investment direction would be contrary to the rules, regulations or prospectuses of the Investment Funds; or (v) implementation of the investment direction would be contrary to the investment guidelines or terns of any agreements applicable to the Stable Value Fund or any similar Investment Fund then available under the Plan. 4.6 Account Participant Responsibility for Deferrals,Contributions and Investment Allocations. Each Participant is solely responsible for the allocation of his or her Amounts Deferred or Contributed, and each Account Participant is solely responsible for the investment allocation of his or her Account, in each case, in and among the Investment Options. Each Account Participant shall assume all risk in connection with the allocation of amounts in and among the Investment Options and for any losses incurred or deemed to be incurred as a result of 13 the Account Participant's allocation or failure to allocate any amount to an Investment Option or any decrease in the value of any Investment Option. Neither the Committee, any Trustee, any Employer nor the Administrative Service Agency is empowered to advise a Participant as to the manner in which the Account Participant's Account shall be allocated among the Investment Options. The fact that a particular Investment Option is available to Participants for investment under the Plan shall not be construed by any Account Participant as a recommendation for investment in such Investment Option. If the Committee elects to make available investment guidance services or investment advice services to Account Participants, such services shall be utilized only at the voluntary election of the Account Participant and shall not limit the Account Participant's responsibility under Section 4.6 for the allocation of his or her Accounts in and among the Investment Options. 4.7 Investment Allocation of Alternate Payee Accounts. Notwithstanding any other provision of the Plan,during any period when an Alternate Payee Account is created and segregated on behalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order from the Accounts of the related Participant, the Alternate Payee shall be entitled to direct the allocation of investments of such Alternate Payee Account in accordance with Sections 4.2 and 4.4, as applicable, and shall be subject to the provisions of Sections 4.5 and 4.6, but only to the extent provided in such order. In the event that an Alternate Payee fails to specify an investment direction on the date of creation of the Alternate Payee Account pursuant to Section 4.9, such Alternate Payee's Alternate Payee Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account(to the extent applicable)and Rollover Accounts on such date and, except as otherwise provided by the Qualified Domestic Relations Order, shall remain invested in accordance with such initial allocation until the Alternate Payee directs otherwise or until such time as the Alternate Payee ceases to have an Alternate Payee Account under the Plan by reason of distribution or otherwise. 4.8 Investment Allocation of Beneficiary Accounts. Notwithstanding any other provision of the Plan, during any period following the death of a Participant and prior to distribution of the entire Plan Benefit of such Participant, such Participant's Beneficiary shall be entitled to direct the allocation of investments of such Plan Benefit in accordance with Section 4.4 or, as applicable,his or her proportional interest in such Plan Benefit,in accordance with Section 4.4 and shall be subject to the provisions of Sections 4.5 and 4.6 In the event that a Beneficiary fails to specify an investment direction on the date of creation of the Beneficiary Account pursuant to Section 4.4, such Beneficiary's Beneficiary Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account(to the extent applicable) and Rollover Accounts on such date. 4.9 Initial and Ongoing Investment Allocation with respect to Rollover Contributions and Section 457 Transfers. Unless otherwise directed by the Account Participant, the same deferral and contribution allocation direction applicable to an Account Participant pursuant to Section 4.2 or 4.3,as applicable, shall apply to all Section 457 Transfers and Rollover Contributions. Notwithstanding the foregoing, in accordance with procedures established by the Administrative Service Agency, an Account Participant may make an alternative initial allocation election in accordance with the procedures set forth in Section 4.4 for any applicable Section 457 Transfer or Rollover Contribution. Thereafter, such Account Participant may direct the Administrative Service Agency to liquidate his or her interest in any of the Investment Options and transfer the 14 proceeds thereof to one or more other Investment Options in accordance with Section 4.4(in each case subject to the limitations set forth in Sections 4.5 and 4 6). All Rollover Contributions shall be invested by the Trustee in the Investment Options in accordance with such directions as soon as administratively practicable. 4.10 Fund Mapping or Similar Activity. Notwithstanding anything in Section 4 to the contrary,if the Committee eliminates one or more of the Investment Funds or Investment Options or undertakes similar activity on behalf of the Plan, the Committee shall be authorized to liquidate without an Account Participant's consent and without the need for prior notice to the Account Participant the portion of each Account invested in such eliminated Investment Fund or Investment Option and direct the proceeds of such liquidation in one or more remaining or replacement Investment Funds or Investment Options in accordance with such liquidation and transfer procedures as the Committee may determine to be necessary or advisable in connection with such elimination. 15 SECTION 5 ROLLOVERS 5.1 Transfer from Another Governmental 457 Plan. Compensation previously deferred or contributed by (or contributed on behalf of)a Participant,a Beneficiary or a spousal Alternate Payee pursuant to another eligible deferred compensation plan under Section 457 of the Code maintained by another employer described in Section 457(e)(1)(B) of the Code shall be accepted for a plan-to-plan transfer to the Plan by the Trustee in the form and in the manner prescribed by the Committee. All such Section 457 Transfers shall be credited to the applicable Account Participant's corresponding Before-Tax Deferral Account or Roth Account(to the extent applicable),or a combination thereof and shall be invested in accordance with Section 4.9. 5.2 Acceptance of Assets from an Eligible Retirement Plan. (a) Rollover Contributions in General. Amounts previously deferred or contributed by(or contributed on behalf of) a Participant,a Beneficiary or a spousal Alternate Payee under another Eligible Retirement Plan (other than a Roth IRA)that(i) are distributed to the Participant, the Beneficiary or the spousal Alternate Payee or(ii) are directly rolled over to the Plan as an eligible rollover distribution from such Eligible Retirement Plan,may be accepted as a Rollover Contribution by the Trustee in the form and in the manner specified by the Administrative Service Agency;provided, that Rollover Contributions of amounts from a Qualified Roth Contribution Program may be contributed only to the extent that the Committee has resolved to implement a Roth Program pursuant to Section 3.1(c)of Schedule A and any such contributions must be directly rolled over to the Plan. Notwithstanding the foregoing, other than Rollover Contributions from a Qualified Roth Contribution Program as described in the preceding sentence, the Administrative Service Agency shall not accept any Rollover Contribution,or any portion thereof, that represents deferrals or contributions under another Eligible Retirement Plan that were made from compensation that was included in the Participant, Beneficiary or spousal Alternate Payee's gross income in the year the amounts were deferred or contributed. The Administrative Service Agency may require such documentation from the distributing Eligible Retirement Plan as it deems necessary to effectuate the rollover in accordance with section 402 of the Code and to confirm that such plan is an Eligible Retirement Plan. (b) Written Request;Acceptance of Assets. The Administrative Service Agency, in accordance with the Code and procedures established by the Committee, shall, as soon as practicable following its receipt of the written request of a Participant, a Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee, determine whether the Rollover Contribution shall be accepted by the Plan. Any written request filed by a Participant, a Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee pursuant to Section 5.2(a) shall set forth the fair market value of such Rollover Contribution and a statement in a form satisfactory to the Administrative Service Agency that the amount to be transferred constitutes a Rollover Contribution. In the event the Administrative Service Agency permits the transfer of the Rollover Contribution, the Trustee shall accept such Rollover Contribution and the transfer of such Rollover Contribution shall be deemed to have been made on the Valuation Date next following the date on which it was paid to the Trust Fund. 16 (c) Rollover Account. The Rollover Contribution shall be maintained in a separate, hilly vested Rollover Account for the benefit of the contributing Participant or the Beneficiary and, in the case of a spousal Alternate Payee, the Alternate Payee Account, and shall be invested in accordance with the investment direction of the applicable Account Participant pursuant to Section 4.9. All amounts so transferred shall be credited to the Account Participant's Rollover Account or Alternate Payee Account and shall be available for distribution at any time during the Plan Year. No other contributions shall be allocated to the Rollover Account. Any Rollover Contributions of amounts from a Qualified Roth Contribution Program shall be segregated and held in a separately designated and maintained Rollover Account from those amounts not from a Qualified Roth Contribution Program. At the election of the Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee, any Rollover Contributions or 457 Transfers from an eligible deferred compensation plan under Section 457(b)of the Code may be held in separately designated and maintained Rollover Accounts for 457(b) Rollover Contributions;provided that any such amounts from a Qualified Roth Contribution Program and any such amounts not from a Qualified Roth Contribution Program shall be segregated and held in separately designated and maintained 457(b)Rollover Accounts. 5.3 Form of 457 Transfer or Rollover Contribution. Each 457 Transfer and Rollover Contribution shall consist only of(i)cash and(ii) to the extent that the Employer has resolved to adopt a loan program pursuant to Section 7.3 of Schedule A, solely with respect to 457 Transfers and Rollover Contributions from another eligible deferred compensation plan under Section 457 of the Code maintained by a Public Employer or the Deferred Compensation Plan for Employees of the State of New York and Other Participating Jurisdictions,any outstanding loan to the applicable Account Participant under the transferring or distributing 457 plan,provided that(A) such outstanding loan will be subject to the same terms and conditions as in place under the transferring or distributing 457 plan, (B)an Account Participant may not make a Rollover Contribution that includes an outstanding loan unless the entire amount of such Account Participant's plan benefit under the transferring or distributing 457 plan is contributed into the Plan, (C) the source of the outstanding loan disbursement under the transferring or distributing 457 plan must have been from before-tax deferrals,and(D) the Account Participant does not have a loan outstanding, or a defaulted loan that has not yet been repaid,under the Plan at the time of the 457 Transfer or Rollover Contribution. 5.4 Rollover of Assets to Purchase Retirement Service Credit. With respect to trustee-to- trustee transfers,a Participant or Beneficiary may elect, in accordance with procedures established by the Committee, to have all or any portion of the value of his or her Account transferred to the trustee of a defined benefit governmental plan as described in Section 414(d)of the Code;provided, however, that such transfer is for the purchase of permissive service credit (as defined in Section 415(n)(3)(A)of the Code)under such plan or a repayment of contributions and earnings with respect to a forfeiture of service under such plan. 17 SECTION 6 ACCOUNTS AND RECORDS OF THE PLAN 6.1 Participant Accounts. (a) In General. The Administrative Service Agency shall establish and maintain one or more Accounts for each Participant, including a Before-Tax Deferral Account, a Roth Account (to the extent applicable) and, as necessary, one or more Rollover Accounts(including a segregated Rollover Account relating to contributions from a Qualified Roth Contribution Program,to the extent applicable) with respect to each Participant. Each Account shall record the value of the portion of the Participant's Plan Benefit allocable to that Account, the value of the portion of his or her Plan Benefit,if any, that is invested in each Investment Option (both in the aggregate and by Account)and other relevant data pertaining thereto. With respect to each Participant, all Amounts Deferred or Contributed, all Section 457 Transfers and all Rollover Contributions shall be credited to his or her Before-Tax Deferral Account, Roth Account or Rollover Account,as applicable. (b) Written Statement. Each Account Participant shall be furnished with a written statement of his or her Accounts(including the value of the interest he or she has, if any, in each Investment Option and the amount of and explanation for each allocation to or deduction from his or her Accounts)at least quarterly,which statement shall be delivered in a manner prescribed by the Committee. 6.2 Beneficiary Accounts. The Administrative Service Agency shall establish and maintain one or more Beneficiary Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts(to the extent applicable), and Rollover Accounts with respect to each Beneficiary of a deceased Participant. Each such Account shall record the value of the portion of the deceased Participant's Plan Benefit allocable to each of the Beneficiary's Accounts, the value of the portion of the Plan Benefit, if any, that is invested in each Investment Option (both in the aggregate and by Account)and other relevant data pertaining thereto. Each Beneficiary shall be furnished with a written statement of his or her Accounts in the same manner set forth in Section 6.1(b). 6.3 Alternate Payee Accounts. The Administrative Service Agency shall establish and maintain one or more Alternate Payee Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts(to the extent applicable), and Rollover Accounts with respect to each Alternate Payee. The Alternate Payee Account shall separately account for all amounts received (i) from the Participant's Rollover Account and(ii) from all amounts rolled into the Plan by a spousal Alternate Payee, pursuant to Section 5.1 or 5.2. Each such Account shall record the value of the portion of the Participant's Plan Benefit allocable to the Alternate Payee's Account, the value of the portion of the Plan Benefit, if any,that is invested in each Investment Option(both in the aggregate and by Account) and other relevant data pertaining thereto. Each Alternate Payee shall be furnished with a written statement of his or her Alternate Payee Accounts in the same manner set forth in Section 6.1(b). 6.4 Allocations and Credits. The establishment and maintenance of, or allocations and credits to, the Account of any Account Participant shall not vest in such Account Participant or 18 Beneficiary of a Participant any right, title or interest in and to any Trust Fund assets or Plan benefits except at the time or times and upon the terms and conditions and to the extent expressly set forth in the Plan and the Trust Agreement and, in the case of an Alternate Payee Account, the express terms of the Qualified Domestic Relations Order. 6.5 Plan Benefit and Trust Fund. (a) Plan Benefit Defined. As of the close of each Valuation Date, the Plan Benefit of an Account Participant shall equal the aggregate value of his or her Accounts as of such Valuation Date. As of any date that is not a Valuation Date, a Participant's Plan Benefit shall be calculated in accordance with the previous sentence as of such date,but based upon the value of the Account Participant's Accounts as of the close of the most recent Valuation Date. The value of an Account as of a Valuation Date shall be calculated as of each Valuation Date in accordance with a methodology established by the Committee and reasonably and consistently applied to all similarly situated Account Participants and shall be based upon an Account Participant's aggregate deferrals and contributions to the Trust Fund and distributions and withdrawals from the Trust Fund, the investment performance of the Investment Options in which each Account has been allocated, and any fees, credits or debits allocable to each Account. As of each Valuation Date, each Account shall be adjusted to reflect all Units or dollars credited and Units or dollars distributed,withdrawn or deducted therefrom in accordance with the terms of the Plan and the Trust Agreement. The aggregate Plan Benefit of all Account Participants shall in no event exceed the value of the assets of the Trust Fund and may be less than such value to the extent of any unallocated expense,reserve or similar account maintained as part of the Trust Fund. (b) Investment Options and Investment Funds. The Trust Fund shall be invested at the direction of Account Participants, in accordance with Section 4, in and among the Investment Options made available through the Plan from time to time by the Committee. Investment Options may include(i) one or more Investment Funds, (ii) a brokerage account or similar investment window through which Account Participants may direct the investment of their Accounts into Mutual Funds (as defined below)or other available investment products that the Committee designates as available for investment through such window, (iii) an individual participant loan fund to record the value of an outstanding loan made to a Participant in accordance with Section 7.3,and(iv)any other investment alternative that the Committee may make available through the Plan. Investment Funds may consist of open-end investment companies registered under the Investment Company Act of 1940, as amended("Mutual Funds"), separately managed accounts, unregistered commingled funds, group or commingled trusts, or any combination thereof as approved from time to time by the Committee for the investment of the assets of the Trust Fund. 19 SECTION 7 WITHDRAWALS FOR UNFORESEEABLE EMERGENCIES;WITHDRAWALS OF SMALL AMOUNTS; LOANS 7.1 Distribution for an Unforeseeable Emergency. (a) Amount of Distribution for an Unforeseeable Emergency. Upon a showing by a Participant of an Unforeseeable Emergency,the Administrative Service Agency may,permit a payment to be made to the Participant in an amount which does not exceed the lesser of(i)the amount reasonably needed to meet the financial need created by such Unforeseeable Emergency, including estimated income taxes and(ii)an amount which, together with any prior distribution or withdrawal,does not exceed the value of the Participant's Plan Benefit determined as of the most recent Valuation Date. Any such payment shall be made from the Trust Fund by the Trustee upon the direction of the Administrative Service Agency and shall be withdrawn by the Trustee pro rata from the Investment Funds in which the Participant has an interest,unless the Participant specifies in the request for such a payment the portion of the total amount to be withdrawn by the Trustee from each Investment Fund. The Participant shall designate the amount of the distribution that will come from his or her Before-Tax Deferral Account and from his or her Roth Account in accordance with procedures established by the Administrative Service Agency. All payments shall be made in one lump cash sum within sixty days after approval of the request. (b) Evidence of Other Relief. A Participant must provide evidence that the amount requested for an Unforeseeable Emergency may not be fully relieved (i)through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of a Participant's other non-Plan assets,to the extent the liquidation of such assets would not itself cause severe financial hardship,or(iii)by cessation of deferrals and contributions under the Plan. 7.2 Distribution from a Small Inactive Account. (a) Elective Distribution. An Account Participant with a Plan Benefit,not including the amount in the Participant's Rollover Accounts, of$5,000 or less(or such greater amount as may be permitted by Section 401(a)(11)of the Code)may elect at any time to receive a lump sum distribution, not to exceed $5,000 of his or her Account and Rollover Account,which distribution will be made in accordance with procedures established by the Administrative Service Agency,provided that both of the following conditions have been met: (i) there has been no Amount Deferred or Contributed by such Participant during the two-year period ending on the date of distribution; and (ii) there has been no prior distribution made to such Participant pursuant to this Section 7.2. (b) Automatic Distribution. With respect to a Participant or an Alternate Payee whose Plan Benefit, including any amounts attributable to an in-Plan Rollover Contribution to a Roth Account pursuant to Section 8.4(d),but not including any amounts in the Participant or Alternate Payee's Rollover Accounts, does not exceed the amount set forth in Section 7.2(a), if and to the extent that the Committee has resolved to provide for automatic distributions pursuant 20 to Section 7.2(b)of Schedule A, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account as soon as practicable, to the extent provided in Section 7.2(b) of Schedule A: (i) following the Participant's Severance from Employment and(ii)upon an Account Participant's Plan Benefit falling below the value set forth in Section 7.2(b) of Schedule A, to the extent that the requirements of Section 7.2(a)are met;provided, however, that in the event any such distribution is greater than $1,000, if the participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the participant in a direct rollover or to receive the distribution directly in accordance with Section 8.1(b), then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee; and provided further,that such distribution shall made in accordance with the requirements of Section 401(a)(31)of the Code. 7.3 Loans. To the extent the Committee has resolved to adopt a loan program pursuant to Section 7.3 of Schedule A, this Section 7.3 shall apply. (a) Eligibility. Participants who are active Employees,and, if the Committee shall determine, Participants who are on an approved leave of absence from their Employer, shall be eligible to request a Plan loan. Each Participant shall have only one outstanding Plan loan at any time. Upon the request of a loan-eligible Participant, the Administrative Service Agency may, on such terms and conditions prescribed herein, direct the Trustee to make a Plan loan to such loan-eligible Participant. (b) Loan Amount. The principal amount of any Plan loan shall be for an amount equal to at least$1,000, or such other amount as the Committee shall determine,and shall not exceed the lesser of: (i) 50%of the value of the sum of the Participant's Accounts(including his or her Before-Tax Deferral Account and Roth Account (to the extent applicable)); and (ii) $50,000 reduced by the highest value in the last twelve months of any loans by the Participant from the Plan and other Eligible Retirement Plans sponsored by the Employer or in which the Employer participates. (c) Repayment Period. All Plan loans, other than those for the purpose of acquiring the dwelling unit which is, or within a reasonable time shall be, the principal residence of the Participant, shall be repaid over a non-renewable repayment period of five years. A Plan loan made for acquiring a principal residence shall be repaid over a non-renewable repayment period of up to 15 years, or such shorter term as the Committee shall determine. Any Plan loan shall be repaid in substantially equal installments of principal and accrued interest that shall be paid at least monthly or quarterly, as specified by the Committee, subject to the methods and procedures as shall be determined by the Administrative Service Agency. (d) Rate of Interest. Each Plan loan granted shall bear a rate of interest equal to one percentage point above the prime interest rate as published in the Wall Street Journal on the last 21 Business Day of the month preceding the application for the loan, or such other reasonable rate of interest as the Committee shall determine. (e) Source of Loans; Security. A Plan loan shall be made only from the Before-Tax Deferral Account or, if applicable,Rollover Accounts relating to Rollover Contributions of before-tax deferrals. All Plan loans shall be made from the Trust Fund and notes evidencing such obligations shall be considered assets of the Trust Fund and shall be treated as a separate loan investment fund for purposes of determining the value as of any Valuation Date of a Participant's Accounts. All Plan loans shall be secured, as of the date of the Plan loan, by the sum of(i) the Participant's Before-Tax Deferral Account and Roth Account (to the extent applicable)and(ii) the Participant's Rollover Accounts, if applicable,provided,however, that no more than 50%of the aggregate value of such Participant's Accounts shall be used as security for the Plan loan. (f) Default. If a Participant fails to make any scheduled repayment of his or her Plan loan within the Loan Grace Period, such Participant shall be considered in default and the Administrative Service Agency shall declare a deemed distribution to have occurred with respect to such Plan loan,effective as of the date of the default and shall reduce the value of the Participant's Plan Benefit by the amount of the deemed distribution. Notwithstanding anything in Section 7.3 to the contrary,a Participant who has defaulted on a loan made under the Plan shall not be eligible to obtain another loan hereunder until the defaulted loan and accrued interest has been repaid, and the new loan shall be subject to any other limitations required under Section 1.72(p)of the Treasury Regulations. (g) Outstanding Loans. An outstanding loan shall include(i)any loan that is being repaid in compliance with Section 7.3 until repaid in full and(ii)any loan that is considered in default until subsequently repaid in full. (h) Administration and Fees. The Committee may establish or change from time to time the standards or requirements for making any Plan loan, including assessing an administrative fee against the Participant or the Participant's Account for such Plan loan. 7.4 Death Prior to Distribution of Proceeds. If a Participant dies prior to the payment of any withdrawal for an Unforeseeable Emergency, distribution of a small inactive account or disbursement of the proceeds of any Plan loan, the Participant's withdrawal, distribution or loan request shall be void as of the date of death and no withdrawal, distribution or disbursement shall be made by operation of Section 7 to the Participant's Beneficiary or estate. SECTION 8 DISTRIBUTIONS FROM THE PLAN AND OTHER ELIGIBLE RETIREMENT PLANS 8.1 Distributions to Participants. (a) Eligibility for Distribution. A Participant will become eligible to receive a distribution of his Plan Benefit upon the occurrence of any of the following events: (i) the Participant's Severance from Employment with the Employer; (ii) the Participant's attainment of age 70V2;provided,however, that for purposes of this Section 8, a Participant will be deemed to have had a Severance from Employment during any period he or she is performing service in the uniformed services described in Section 3401(h)(2)(A)of the Code; . Except as otherwise provided in Section 7, a Participant may not receive distribution of his or her Plan Benefit at any time prior to the occurrence of one of the foregoing events. (b) Distributions to Participants. Upon a Participant's eligibility for a distribution pursuant to Section 8.1(a), the Participant shall be entitled to receive his or her Plan Benefit, which shall be paid in cash by the Trustee from the Trust Fund in accordance with one of the methods described in Section 8.1(c) and as of the commencement date elected by the Participant in accordance with the procedures prescribed Section 8.1(e). (c) Distribution Options. Subject to Section 8.6, any payment made under this section shall be made in one of the following methods, as the Participant(or, in the case of the death of a Participant, his or her Beneficiary)may elect any of the following: {i) A total or partial lump sum payment. Any partial lump sum payment shall be an amount of at least the Minimum Lump Sum Amount, and the number of partial lump sum payments in any Plan Year may not exceed the Maximum Annual Number of Partial Distributions. (ii) Periodic monthly, quarterly, semi-annual or annual installment payments; provided, however, that a Participant (or, in the case of the death of a Participant, his or her Beneficiary)may elect to receive(A)an initial installment payment in a specified amount and (B) the balance of his or her Account in periodic monthly, quarterly, semi-annual or annual installment payments. Any installment payment made pursuant to Section 8.1(c)(ii) shall be at least the Minimum Installment Amount. If the balance of the Participant's Account and Rollover Account is less than such amount, then the payment will equal the total amount of the Participant's Account and Rollover Account. Installment payments may consist of(A)fixed amounts paid on each payment date as designated by the Participant (or in the case of the death of a Participant,his or her Beneficiary),or(B) formulaic amounts determined by the Administrative Service Agency, based on a fixed period designated by the Participant (or in the case of the death of a Participant, his or her Beneficiary). calculated by dividing the Plan Benefit on the date of the payment by the number of payments remaining during the fixed period. 73 (iii) A Participant who elects to receive installment payments or who is currently receiving installment payments pursuant to Section 8.1(c)(ii) may elect, subject to any limitations set forth by the Committee and in accordance with procedures established by the Administrative Service Agency, to receive a portion of his or her Account distributed in a lump sum;provided, however, that no lump sum payment shall be less than the Minimum Lump Sum Amount; and provided further, that the number of such elections in any Plan Year may not exceed the Maximum Annual Number of Partial Distributions,as set forth in Section 8.1(c) of Schedule A. Such lump sum payments shall not result in a discontinuation of subsequent installment payments;provided, however, that such subsequent payments may be redetermined in accordance with methods and procedures established by the Administrative Service Agency. (iv) A Participant who is an eligible retired public safety officer,as defined in Section 402(1)of the Code, may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have up to $3,000 per year(or such greater amount as may be permitted under applicable guidance issued by the Internal Revenue Service)of amounts from his or her Before-Tax Deferral Account distributable under the Plan used to pay qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents. Such amounts are excludible from the Participant's gross income to the extent the qualified health insurance premiums are paid directly to the provider of the accident or health plan or long-term care insurance contract (determined in accordance with Section 402(1) of the Code)by deduction from a distribution to the Plan. (v) For each distribution election under Section 8.1(c), a Participant shall designate the percentage of each distribution that will come from his or her Before-Tax Deferral Account and the percentage that will come from his or her Roth Account(to the extent applicable). For the avoidance of doubt, for purposes of the limitations and restrictions described in this Section 8.1(c),each distribution election made by a Participant and each payment made in accordance thereto shall be deemed to be one election and one payment,even if payment is made both from the Participant's Before-Tax Deferral Account and from his or her Roth Account (to the extent applicable). Notwithstanding the foregoing, a Participant may not elect an installment period extending beyond the longest of(A)his or her life expectancy, (B) if his or her designated Beneficiary is his or her Spouse, the life expectancy of the Participant and his or her Spouse and(C) if his designated Beneficiary is not his or her Spouse, the life expectancy determined using the applicable table contained in the applicable Treasury Regulation. (d) Calculation of Payments. (i) If a Participant elects a total lump sum payment,pursuant to Section 8.1(c)(i), the Participant's Plan Benefit shall be determined as of the Valuation Date coincident with or last preceding the date on which the Plan Benefit is 24 withdrawn from the Investment Options and liquidated for distribution. Such liquidated amount (i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and(ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (ii) If a Participant elects to receive a partial lump sum payment pursuant to Section 8.1(c)(i)or(iii), installment payments pursuant to Section 8.1(c)(i), or payment of qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents pursuant to paragraph Section 8.1(c)(iv), any remaining balance in such Participant's Accounts shall continue to participate in the investment performance of the Investment Options in which such amounts are invested and to bear its allocable share of administrative and investment expenses until the Valuation Date coincident with or last preceding the date on which such Plan Benefit amounts are withdrawn from the Investment Funds and liquidated for distribution;provided, however, that the amount of the installments need not be redetermined to reflect changes in the value of the Account more frequently than annually. All such redeterminations shall be made by the Administrative Service Agency in accordance with procedures of uniform application. Any amount liquidated for purposes of an installment payment(i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and (ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (e) Distribution Election. In the case of the Participant's Severance from Employment with the Employer, a distribution election made by the Participant shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence; provided, however, that any such payments that would result in an account balance of less than $500 may not commence earlier than at the end of the Distribution Waiting Period;provided, further that the timing of any distribution must be in compliance with Section 8.6. Subject to Section 8.6, a Participant who is receiving distributions under the Plan may change both the timing and the method of payment elected subject to any limitations set forth by the Committee and in accordance with procedures established by the Administrative Service Agency. (f) Rollover Accounts. Notwithstanding any other provision of Section 8.1, a Participant who has one or more Rollover Accounts shall be permitted to withdraw all or any portion of such Rollover Accounts at any time during a Plan Year;provided that such withdrawal shall be paid pursuant to a method of payment elected by the Participant in accordance with Section 8.1(c)and the value of such Rollover Accounts shall be determined is accordance with Section 8.1(d). 8.2 Distributions to Beneficiaries. If a Participant dies before distribution of his or her Plan Benefit has commenced, a distribution election made by the Beneficiary shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence. If a Participant dies at any time before his or her entire Plan Benefit has been distributed, then the Participant's Beneficiary may make subsequent distribution elections as provided in Section 8.1(c). Notwithstanding the foregoing, any distribution to a Beneficiary shall be made in 25 accordance with the provisions of Section 401(a)(9) of the Code and subject to Sections 8.6(d) and (e). 8.3 Distributions to Alternate Payees. A distribution to an Alternate Payee may be paid in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order and the close of all appeals to the Qualified Domestic Relations Order if the Alternate Payee consents to such lump sum distribution. In the event that the Alternate Payee does not consent to receive his or her distribution in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order,the Alternate Payee may make an election to receive a distribution any time after the Earliest Retirement Date, subject to any requirements of Section 401(a)(9)of the Code and Section 8.1(c),by filing a distribution election specifying the form of payment as provided in Section 8.6 and the date on which payments shall commence. 8.4 Eligible Rollover Distributions. (a) Participant Rollover Distributions. In connection with a Participant's Severance from Employment, the Distributee may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an Eligible Retirement Plan;provided that such other plan provides for the acceptance of such amounts by the trustee. The Plan shall provide written information to Distributees regarding Eligible Rollover Distributions to the extent required by Section 402(f)of the Code. (b) Beneficiary Rollover Distributions. Upon a Participant's death, a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an individual retirement arrangement(as defined in Section 7701(a)(37) of the Code) that is established for the purpose of receiving the distribution on behalf of such Beneficiary. (c) Roth IRA Rollover Distribution. In connection with a Participant's Severance from Employment or upon a Participant's death,as the case may be, a Participant or a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution rolled over to a Roth individual retirement arrangement (as defined in Section 7701(a)(37) of the Code, and designated as a Roth arrangement at the time of its establishment). Such amounts will be included in gross income as if the distribution had been made to such Participant or Beneficiary. (d) In-Plan Rollover to Roth Account. To the extent the Committee has resolved to implement a Roth Program pursuant to Section 3.1(c) of Schedule A and the Committee has further resolved to allow in-Plan Rollover Contributions to a Roth Account pursuant to Section 8.4(d) of Schedule A, this Section 8.4(d) shall apply. Upon any distribution event pursuant to which a Participant, a Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee would be permitted to have all or any portion of the Participant's Plan Benefit that 26 qualifies as an Eligible Rollover Distribution rolled over into another Eligible Retirement Plan, such Participant,Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to have the portion of such Eligible Rollover Distribution that is not attributable to Roth Contributions or outstanding loans directly rolled over into a separately maintained Account within his or her Roth Account. Any such amounts will be included in gross income as if the distribution had been made to such Participant,Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee. After a Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee has made an in-Plan rollover into a Roth Account, such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to take distributions from such Account in accordance with any of the distribution options set forth in Section 8.1(c). The provisions in Section 8.4(d) shall be administered in accordance with procedures established by the Administrative Service Agency and shall be interpreted and administered in accordance with and subject to Section 402A(c)(4) of the Code and any rules,regulations or other guidance issued by the Internal Revenue Service in relation thereto. 8.5 Withholding. The Trustee shall withhold or cause to be withheld from any amounts withdrawn or distributed all federal, state,city or other taxes as shall be required pursuant to any law or governmental ruling or regulation,including Treasury Regulations. 8.6 Required Minimum Distributions. (a) In General. Notwithstanding any other provision of the Plan to the contrary (except Section 8.6(b)), all distributions under the Plan shall be in accordance with the minimum distribution and timing requirements of Section 401(a)(9) of the Code(including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code) and the final Treasury regulations under Sections 1.401(a)(9)-2 through 1.401(a)(9)-9,which are incorporated herein by reference. Such provisions shall override any distribution options in the Plan that may be inconsistent with Section 401(a)(9) of the Code. Any distributions made pursuant to this Section 8.6 in order to comply with Section 401(a)(9)of the Code shall be charged against the Account or Accounts of the Account Participant in such manner as designated by the Account Participant in accordance with procedures established by the Administrative Service Agency;provided, however,that if no such designation is made, such distributions shall be charged first against the Before-Tax Deferral Account, second against the Roth Account(to the extent applicable),third against the Rollover Account or Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program, and fourth against the Rollover Account or Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program (b) 2009 Waiver. Notwithstanding anything to the contrary in Section 8.6, an Account Participant who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H)of the Code("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are(i) equal to the 2009 RMDs or(ii)one or more payments in a series of substantially equal distributions(that include the 2009 RMDs)made at least annually and expected to last for the life(or life expectancy)of the Participant, the joint lives (or joint life expectancy)of the Participant and the Participant's Beneficiary, or for a period of at least 10 years,will not receive those distributions for 2009 27 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. (c) Distributions During Participant's Life. The Plan Benefit of a Participant shall be distributed(or commence to be distributed) to such Participant as soon as practicable after the Required Beginning Date. If the Participant has not made an election pursuant to Section 8.1(c) prior to such Required Beginning Date, then the Plan Benefit shall be distributed in the form of installment payments commencing on the Required Beginning Date. (d) Death of a Participant Before the Required Beginning Date. (i) If a Participant dies before his Required Beginning Date, the remaining portion (if any) of such Participant's Plan Benefit shall be distributed to his or her Beneficiary(or if the Participant has no Beneficiary,his or her Surviving Spouse or estate,as determined under Section 9.2)no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death (determined without regard to 2009), except as set forth in Sections 8.6(d)(i)(a) or (a)as follows- (a) The Beneficiary may elect to receive a distribution of the Plan Benefit over a period not exceeding the life expectancy of the Beneficiary; provided that the distribution commences no later than December 31 of the calendar year immediately following the calendar year in which the Participant dies; or (b) If the sole Beneficiary is the Participant's Surviving Spouse, such Surviving Spouse may elect to receive a distribution of the Account over a period not exceeding the life expectancy of the Surviving Spouse (determined as of the date such payments commence);provided that the distribution commences on or before the later of December 31 of the calendar year immediately following the calendar year in which the Participant dies or December 31 of the calendar year in which the Participant would have attained age 70 1/z;provided,further, that if the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse commence, Section 8.6(d) (with the exception of Section 8.6(d)(i)(a)) shall apply as if the Surviving Spouse were the Participant. (ii) The Beneficiary may elect to receive payment of the Plan Benefit as a lump sum or in annual, monthly or quarterly installment payments. (e) Death After Required Beginning Date and After Commencement of Distributions. If a Participant dies on or after the Required Beginning Date, but before his or her entire Plan Benefit is distributed to him or her, the unpaid portion of his or her Plan Account shall be distributed as follows: 28 {i) If the Participant has a designated Beneficiary, the longer of the remaining life expectancy of the Participant's Beneficiary and the remaining life expectancy of the Participant determined in accordance with Section 1.409(a)(9)-5 of the Treasury Regulations; or (ii) If the Participant does not have a designated Beneficiary, the remaining life expectancy of the Participant determined in accordance with Section 1.409(a)(9)-5 of the Treasury Regulations; provided, however,that if a Beneficiary so elects, the Participant's remaining Plan Benefit may be paid to the Beneficiary at any time in a lump sum so long as the entire Plan Benefit is paid at least as rapidly as it would be paid under Section 8.6(e)(i). (f) Alternate Payee Accounts. In the case of any Alternate Payee Account,payments to the Alternate Payee must be made in accordance with the Plan and Section 401(a)(9) of the Code. 8.7 Special Proceeds. If the Plan receives Special Proceeds(as defined below) that are allocable to an Account Participant who has received a final distribution of his or her entire Plan Benefit, then the Plan shall distribute such Special Proceeds to the former Participant, Beneficiary, or Alternate Payee(or in accordance with Section 9.2, if the Participant is deceased and no Beneficiary designation was in effect at the time of the Participant's death, or to the estate of Beneficiary or Alternate Payee, as applicable, if such person is deceased) in a lump sum as soon as practicable after the Plan receives such Special Proceeds unless, at the time of such mandatory distribution,the value of such distribution would exceed $1,000. For purposes of Section 8.7, "Special Proceeds"means amounts attributable to a settlement of any dispute or controversy related to any of the assets previously attributable to any Account of the former Participant, Beneficiary, or Alternate Payee or any other amounts allocable under the Plan to a former Participant, Beneficiary, or Alternate Payee relating to an adjustment to the amount or value of any such Account. 29 SECTION 9 DESIGNATION OF BENEFICIARIES 9.1 Written Designation of Beneficiaries. Each Participant shall file with the Administrative Service Agency a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Plan Benefit,if any,payable under the Plan upon his or her death. A Participant may from time to time revoke or change his or her Beneficiary designation without the consent of any prior Beneficiary by filing a new written designation with the Administrative Service Agency. The last such designation received by the Administrative Service Agency"in good order" shall be controlling;provided,however, that no designation or change or revocation thereof shall be effective unless received by the Administrative Service Agency in good order prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. For purposes of Section 9, a Beneficiary designation shall be deemed to be received in good order only if the Administrative Service Agency can reasonably identify the Beneficiary or Beneficiaries named in the designation. 9.2 No Beneficiaries Designated. (a) If no such Beneficiary designation is in effect at the time of a Participant's death,or if no designated Beneficiary survives the Participant, or if no designated Beneficiary can be located with reasonable diligence by the Administrative Service Agency, the payment of the Plan Benefit, if any,payable under the Plan upon the Participant's death shall be made by the Trustee from the Trust Fund to the Participant's Surviving Spouse, if any, or if the Participant has no Surviving Spouse, or the Surviving Spouse cannot be located with reasonable diligence by the Administrative Service Agency, then to the deceased Participant's estate. If the Administrative Service Agency is in doubt as to the right or entitlement of any person to receive such amount, the Administrative Service Agency shall inform the Committee and the Trustee,and the Trustee may retain such amount,without liability for any interest thereon, until the rights thereto are determined,or the Trustee may pay such amount into any court of appropriate jurisdiction or to any other person pursuant to applicable law and such payment shall be a complete discharge of the liability of the Trustee, Plan, Committee, Employer,Administrative Service Agency and Financial Organizations. (b) If the Beneficiary so designated by the Participant dies after the death of the Participant but prior to receiving a complete distribution of the amount that would have been paid to such Beneficiary had such Beneficiary's death not then occurred, then, for purposes of the Plan, the distribution that would otherwise have been received by such Beneficiary shall be paid to the Beneficiary's estate. 9.3 Surviving Spouse. Notwithstanding Section 9.2, a Beneficiary who is a Surviving Spouse of the Participant may designate a subsequent Beneficiary, subject to the same filing requirements of Section 9.1, to the extent permitted under Section 401(a)(9) of the Code. To the extent such Surviving Spouse is not permitted or does not elect to designate a subsequent Beneficiary pursuant to the preceding sentence, and the Surviving Spouse dies prior to receiving a complete distribution of the amount that would have been paid to such Surviving Spouse had such Surviving Spouse's death not then occurred, then, for purposes of the Plan, the distribution that would otherwise have been received by such Surviving Spouse shall be paid to the Surviving Spouse's estate. 30 SECTION 10 QUALIFIED DOMESTIC RELATIONS ORDERS 10.1 Qualified Domestic Relations Order. Payments with respect to a Participant's Plan Benefit may be made by the Trustee from the Trust Fund to one or more Alternate Payees pursuant to the terms of a Qualified Domestic Relations Order. Upon segregation of the assets payable to an Alternate Payee in an Alternate Payee Account or the payment of such benefits to the Alternate Payee,any such amounts paid or segregated shall no longer constitute part of the Participant's Plan Benefit. No liability whatsoever shall be incurred by the Committee, the Trustee, the Employer, the Administrative Service Agency, the Review Committee or any Financial Organization solely by reason of any act or omission undertaken in accordance with this section to comply with the terms of a Qualified Domestic Relations Order. 10.2 Suspension of Distributions During Claim Period. Subject to the discretion of the Administrative Service Agency or the Committee, no distribution of any Plan Benefit shall be permitted in any period during which a purported Qualified Domestic Relations Order claim, against all or part of such Plan Benefit, is being reviewed in accordance with the provisions of Section 11.8. If the Administrative Service Agency reasonably believes that a purported Qualified Domestic Relations Order against all or part of any Plan Benefit is likely to be asserted, the Committee may refuse to permit any distribution of all or part of such Plan Benefit pending determination of such claim. 31 SECTION 11 ADMINISTRATION 11.1 Plan Administration. Except as otherwise provided herein, the operation and administration of the Plan shall be the responsibility of the Committee and the Committee shall have all of the broad, general authority necessary or advisable to operate and administer the Plan. The Committee shall have the power and the duty to take all action and to make all decisions necessary or proper to carry out its responsibilities under the Plan. All determinations of the Committee as to any question involving its responsibilities under the Plan, including, interpretation of the Plan or as to any discretionary actions to be taken under the Plan, shall be solely in the Committee's discretion and shall be final, conclusive and binding on all parties. 11.2 Committee Powers and Duties. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties: (a) to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefit under the Plan; (b) to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; (c) to interpret the Plan and to resolve ambiguities, inconsistencies and omissions in the terms of the Plan or any document related to the Plan; (d) to decide all questions concerning the Plan and the eligibility of any Employee or other individual to participate in the Plan; (e) to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan; (f) to enlarge or diminish any applicable time period set forth in the Plan, subject to applicable law; and (g) to determine the methods and procedures for the implementation and use of any automated telephone, computer, internet,intranet or other electronic or automated system adopted by the Committee for purposes of Plan administration, including, for receiving and processing enrollments and instructions with respect to the investment of assets allocated to an Account Participant's Accounts and for such other purposes as may be designated from time to time. 11.3 Limitation of Liability. Except as may be prohibited by applicable law, neither the Committee nor any member thereof shall be liable for(a) anything done or omitted to be done by it or by them unless the act or omission claimed to be the basis for liability amounted to a failure to act in good faith or was due to gross negligence or willful misconduct; (b)the payment of any amount under the Plan; or(c) any judgment or reasonable mistake of fact made by it or on its behalf by a member of the Committee. No member of the Committee shall be personally liable under any contract, agreement,bond or other instrument made or executed by him or her or on his or her behalf in connection with the Plan or Trust Fund. 32 11.4 Trustee. The Trustee shall have responsibility for the custody and safekeeping of the assets of the Plan and the Trust Fund and the valuation of such assets in accordance with the terms of the Trust Agreement and, in conjunction with the Administrative Service Agency, shall be responsible for implementing the aggregated investment decisions of Participants and beneficiaries by allocating the Plan assets to the various Investment Options. The Committee shall periodically review the performance and methods of the Trustee and the Committee may, subject to the terms of the Trust Agreement, appoint and remove or change the Trustee at any time for any reason or for no stated reason. If the Trust Agreement so provides, the Trustee may also serve as the Administrative Service Agency and perform the record keeping services normally performed by a third party Administrative Service Agency or may provide the services normally provided by a Financial Organization,provided that the Trustee otherwise qualifies as an Administrative Service Agency or a Financial Organization, as the case may be. 11.5 Financial Organizations. The Committee shall have the power to appoint or remove one or more Financial Organizations and to delegate to such Financial Organization(s) authority and discretion to manage(including the power to acquire and dispose of)the assets of the Plan and Trust Fund in accordance with the Regulations and the Plan. The Committee shall periodically review the performance and methods of such Financial Organization(s). The Committee has the right to (i)replace any Financial Organization or Investment Option with a successor Financial Organization or Investment Option or(ii) to select any additional Financial Organization or Investment Option. 11.6 Delegation. The Committee may delegate its general authority as it deems appropriate in accordance with the terms of the Plan and all applicable Code sections;provided, however, that such delegation shall be subject to revocation at any time at the discretion of the Committee. Notwithstanding any other provision of the Plan, the Committee's general authority shall include the right to review,revise, modify,revoke, or vacate any decision made or action taken by any party under the Plan to whom authority of the Committee has been delegated or to whom authority with respect to the administration of the Plan or the custody and investment of the assets of the Trust Fund has been delegated or assigned under the terms of the Plan,by the Committee or otherwise. The rights of the Committee under Section 11.6 include, the right to review, revise,modify,revoke, or vacate any decision of the Administrative Service Agency or the Review. 11.7 Plan Expenses. (a) Assessment Against the Trust Fund. Subject to 11.7(b), the expenses of administering the Plan, including (i)the fees and expenses of the Financial Organizations and Administrative Service Agency for the performance of their duties under the Plan, including any fees and expenses associated with a change, termination or addition of an Investment Option, (ii) the fees, if any, of any member of the Committee and any Trustee and the expenses incurred by the Committee or any of its members or any Trustee in the performance of their duties under the Plan (including reasonable compensation for any legal counsel, certified public accountants, consultants, and agents, employees of the Committee and cost of services rendered in respect of the Plan and the Trust Agreement(as provided therein)), and (iii) all other proper charges and disbursements of the Financial Organizations,Administrative Service Agency, the Committee or its members (including settlements of claims or legal actions approved by counsel to the Plan)or 33 any Trustee shall be allocated to and paid out of the assets of the Trust Fund in accordance with such allocation and payment procedures as the Committee shall establish from time to time. The Committee is authorized to levy a fee against the Accounts of Account Participants for the purpose of paying some or all of such expenses, except where the Employer elects to pay such expenses directly;provided, however,that any such fees shall be levied on a pro-rata basis from the Account Participant's various Accounts at any given time, including Before-Tax Deferral Accounts,Roth Accounts(to the extent applicable), Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program,and Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program. (b) Investment Expenses. Unless the Committee determines otherwise,brokerage fees, transfer taxes and any other expenses incident to the purchase or sale of securities for any Investment Option shall be deemed to be part of the cost of such securities, or deducted in computing the proceeds therefrom, as the case may be. The Administrative Service Agency shall appropriately deduct any taxes assessed in respect of any assets held, income received, or transactions effected under any Investment Option proportionately against any Accounts that are invested in such Investment Option. 11.8 Review of Claims. (a) Initial Claim of Rights or Benefits and Review. Any claim to rights or benefits under the Plan, including, any purported Qualified Domestic Relations Order, or request for an Unforeseeable Emergency Withdrawal must be filed in writing with the Committee, or with such other entity as the Committee may designate. Within sixty days after receipt of such claim, the Committee, or such other entity designated by the Committee, shall notify the claimant and, if such claimant is not the Account Participant, any Account Participant against whose Plan Benefit the claim is made, that the claim has been granted or denied, in whole or in part. Notice of denial of any claim in whole or in part by the Committee,or by such other entity designated by the Committee, shall include the specific reasons for denial and notice of the rights granted by Section 11.8. (b) Review of Decision. Any claimant or Account Participant who has received notice of denial or grant, in whole or in part, of a claim made in accordance with the foregoing Section 11.8(a) may file a written request within thirty days of receipt of such denial for review of the decision by the Review Committee. Within ninety days after receipt of such request for review, the Review Committee shall notify the claimant and, as applicable,the Account Participant, that the claim has been granted or denied, in whole or in part;provided, however, that the Review Committee may in its discretion extend such period by up to an additional 120 days upon notice to the claimant and,as applicable, the Account Participant,prior to expiration of the original ninety days that such additional period is needed for proper review of the claim. Notice of denial of any claim in whole or in part by the Review Committee shall include the specific reasons for denial and shall be final,binding and conclusive on all interested persons for all purposes. 11.9 Advisers. The Committee shall arrange for the engagement of legal counsel and certified public accountants,who may be counsel or accountants for the Employer, and other consultants, including an investment adviser, and make use of agents and clerical or other personnel, for 34 purposes of this Plan. The Committee may rely upon the written opinions of counsel, accountants and consultants, and upon any information supplied by the Trustee, a Financial Organization or Administrative Service Agency appointed in accordance with the Regulations. 11.10 Limitation on Committee Power. No member of the Committee shall be entitled to act on or decide any matters relating solely to such member or any of his or her rights or benefits under the Plan. 11.11 Committee Action. All actions of the Committee shall be taken at a public meeting in accordance with Article 7 of the Public Officers Law. The Committee shall establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. 11.12 General Requirements. Notwithstanding any other provision hereof, the Plan shall at all times be operated in accordance with the requirements of applicable law, including, the Regulations. 35 SECTION 12 AMENDMENT OR TERMINATION 12.1 Power to Amend and Terminate. Subject to any requirements of State or federal law, the Employer reserves the right at any time and with or without prior notice to any person to amend, suspend or terminate the Plan, to eliminate future deferrals and contributions for existing Participants, or to limit participation to existing Participants, in whole or in part and for any reason and without the consent of any Employee, Account Participant, Beneficiary or other person. No amendment, suspension or termination of any provisions of the Plan or any deferrals or contributions thereunder, the Trust Agreement or any Investment Option may be made retroactively, unless such retroactivity is allowed under State law, the Code and other applicable law. 12.2 Termination of Plan. Upon any action by the Employer to initiate a Plan termination, the Employer shall permit no further deferrals or contributions of Compensation under the Plan, and the Plan termination shall become effective upon the distribution of all Plan Benefits. After taking an action to initiate a Plan termination, the Employer may distribute all Plan Benefits to Account Participants or the Employer may provide that Plan Benefits and other interests in the Trust Fund shall continue to be payable as provided in the Plan. Any distributions, transfers or other dispositions of the Plan Benefits as provided in the Plan shall constitute a complete discharge of all liabilities under the Plan. The Committee and the Trustee(s) shall remain in existence and the Trust Agreement and all of the provisions of the Plan that the Employer determines are necessary or advisable for the administration and distribution, transfer or other disposition of interests in the Trust Fund shall remain in force. 36 SECTION 13 GENERAL LIMITATIONS AND PROVISIONS 13.1 Plan Binding on Account Participants. The Plan, as duly amended from time to time, shall be binding on each Account Participant and his or her Surviving Spouse, heirs, administrators,trustees, successors, assigns, and Beneficiaries and all other interested persons. 13.2 No Right to Employment. Nothing contained herein shall give any individual the right to be retained in the employment of the Employer or affect the right of the Employer to terminate any individual's employment. The adoption and maintenance of the Plan shall not constitute a contract between the Employer and any individual or consideration for, or an inducement to or condition of, the employment of any individual. 13.3 Incapacitation or Incompetence. If the Administrative Service Agency shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs, is a minor,or has died, then any payment due to such person or his or her estate(unless a prior claim therefor has been made by a Beneficiary, Surviving Spouse or duly appointed legal representative or the time period during which a Beneficiary or Surviving Spouse could make a claim under the Plan has not elapsed)may, if the Administrative Service Agency so elects, be paid to his or her spouse, a child, a relative, or any other person maintaining or having custody of such person otherwise entitled to payment or deemed by the Trustee to be a proper recipient on behalf of such person. Any such payment shall be a complete discharge of all liability under the Plan therefor. 13.4 No Alienation of Plan Benefits. Except insofar as may otherwise be required by a Qualified Domestic Relations Order or applicable law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy,pledge, attachment, garnishment, charge or encumbrance of any kind, and any attempt to so alienate such amount,whether presently or thereafter payable, shall be void. 13.5 Notices to the Committee. All elections, designations, requests, notices, instructions, and other communications from the Employer, an Employee, an Account Participant, or any other person to the Committee,Administrative Service Agency or the Employer required or permitted under the Plan shall be in such form as is prescribed by the Committee, shall be mailed by first class mail or delivered electronically in such a form and to such location as shall be prescribed by the Committee from time to time, and shall be deemed to have been given and delivered only upon actual receipt thereof at such location. Copies of all elections, designations, requests, notices, instructions and other communications from an Employee, a Participant,a Beneficiary, a Surviving Spouse or any other person to the Employer shall be promptly filed with the Administrative Service Agency in such a manner specified by the Administrative Service Agency. 13.6 Notices to Participants. All notices, statements, reports and other communications from an Employer, the Trustee or the Committee to any Account Participant, shall be deemed to have been duly given when delivered to,or when mailed by electronic delivery or other form of delivery approved by the Committee or by first class mail, postage prepaid and addressed to such Employee, Account Participant, Beneficiary, Surviving Spouse or other person at his or her 37 address last appearing on the records of the Administrative Service Agency, the Trustee or the Employer. 13.7 Trust Sole Source of Plan Benefits. The Trust Fund shall be the sole source of benefits under the Plan and,except as otherwise required by applicable law, neither the Committee,the Employer nor any officer or employee of an Employer assume any liability or responsibility for payment of such benefits, and each Account Participant, his or her spouse or Beneficiary, or other person who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment and shall not have any right, claim or demand therefor against the Committee or any member thereof, the Employer, or any officer or employee of an Employer. Nothing in Section 13.7 shall relieve an Employer of its obligation to defer or contribute Amounts Deferred or Contributed to the Trust Fund within two Business Days after the applicable payroll date, in the manner contemplated by Section 4.1. 13.8 Account Assets and Account Vesting. (a) Account Assets Held in Trust Fund. The entire value of each Account for each Account Participant shall be held in the Trust Fund pursuant to the Trust Agreement for the exclusive benefit of the applicable Account Participant and for paying reasonable expenses of the Plan and of the Trust Fund pursuant to Section 11.7 and no part of the Trust Fund shall revert to any Employer;provided, however, that the setting-aside of any amounts to be held in the Trust Fund is expressly conditioned upon the following: If an amount is set aside to be held in the Trust Fund by an Employer in a manner which is inconsistent with any of the requirements of Section 457(b)of the Code, such amount shall be returned to such Employer prior to the first day of the first Plan Year commencing more than 180 days after the date of notification of such inconsistency by the Secretary of the Treasury. Any amounts so returned to the Employer, and the earnings thereon, shall be remitted to the Participants on whose behalf such amounts were set aside. (b) Vesting. Each Account Participant shall be 100 percent vested at all times in his or her Plan Benefit. 13.9 Several Liability. The duties and responsibilities allocated to each person under the Plan and the Trust Agreement shall be the several and not joint responsibility of each, and no such person shall be liable for the act or omission of any other person. 13 10 Interpretation. (i)The term"including"means by way of example and not by way of limitation, and (ii)the headings preceding the sections hereof have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions hereof. 13.11 Construction. The Plan and all rights there under shall be governed by and construed in accordance with the Code and the laws of the State. 38 SCHEDULE A Effective date of last completion or amendment of this Schedule A: April 1, 2011 Instructions This Schedule A and all later amendments to this Schedule A are part of the Plan document and should remain attached to the Plan document. Schedule A is used by the Committee(1) TO ACTIVATE or TERMINATE optional Plan provisions described below,(2)TO MODIFY the default provisions of the Plan described below or(3)TO INDICATE that the default provisions described below will continue to apply under the Plan. Each section of this Schedule A must be completed by the Committee in connection with the adoption of this amendment and restatement of the Plan. All selections made shall remain effective until this Schedule A is later amended by the Committee. All section references refer to the corresponding sections of the Plan and all defined terms have the meanings ascribed to them in the Plan. Committee Elections—Optional Plan Provisions 3.1(c) ROTH PROGRAM Section 3.1(c) of the Plan permits Roth Contributions only if the Committee checks YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that Roth Contributions will not be permitted under the Plan or, at a later time, to change prospectively(as of a specified effective date) a prior election under this section. The Plan shall maintain a Roth Program under which Participants may make Roth Contributions to the Plan, which Roth Contributions will be made and separately accounted for in compliance with the relevant provisions of the Plan and the Code. ❑l YES ❑ NO Effective date- April 1,2011 S-1 8.4(d) IN-PLAN ROLLOVER TOA ROTH ACCOUNT Section 8.4(d) of the Plan permits Roth Contributions only if the Committee has checked YES above(permitting a Roth Program) and checked YES below allowing amounts that otherwise qualify as Eligible Rollover Distributions not attributable to Roth Contributions to be directly contributed to a Roth Account under the Plan. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that Eligible Rollover Distributions may not be directly rolled over to a Roth Account under the Plan or, at a later time, to change prospectively(as of a specified effective date) a prior election under this section. To the extent the Committee has resolved to implement and maintain a Roth Program pursuant to Section 3.1(c) of Schedule A, a Participant may elect to have the portion of his or her Eligible Rollover Distribution that is not attributable to Roth Contributions directly rolled over into a Roth Account in the Plan. YES (do not check YES unless Roth Program is in effect) ❑ NO Effective date: April 1, 2011 3.1(e) SUSPENSION OF DEFERRALS AND CONTRIBUTIONS FOLLOWING AN UNFORESEEABLE EMERGENCY WITHDRAWAL Section 3.1(e) of the Plan allows the Employer automatically to suspend deferrals and contributions for six months following the date a Participant receives an Unforeseeable Emergency withdrawal only if the Committee checks YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that a suspension of deferrals and contributions will not be required or, at a later time, to change prospectively(as of a specified effective date) a prior election under this section. A Participant's deferrals and contributions will be suspended for a period of six months following a distribution due to an Unforeseeable Emergency withdrawal. ❑ YES ❑� NO Effective date: April 1, 2011 S-2 7.2(b) AUTON ATICDISTRIBUTION OF SMALL ACCOUNTS FOLLOWING A SEVERANCE FROM EMPLOYMENT Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small account balances following a Severance from Employment only if the Committee has checked YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no automatic distribution will occur following a Severance from Employment or, at a later time,prospectively to change(as of a specified effective date) a prior election under this section. With respect to a Participant or an Alternate Payee whose Account or Alternate Payee Account does not exceed the amount set forth in Section 7.2(a) of the Plan, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account as soon as practicable following the Participant's Severance from Employment. 0 YES NO Effective date: April 1, 2011 7.2(b) AUTOMATIC DISTRIBUTION OF INACTIVE SMALL ACCOUNTS Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small account balances in inactive accounts only if the Committee has checked YES below and indicated the small account amount below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no automatic distribution of inactive small accounts will occur or, at a later time,prospectively to change (as of a specified effective date) a prior election under this section. 7.2(b) Automatic Distributions after a Severance from Employment. With respect to a Participant or an Alternate Payee whose Account or Alternate Payee Account does not exceed the amount set forth in Section 7.2(a) of the Plan,upon an Account Participant's Plan Benefit falling below S ,[Insert any whole dollar amount up to the dollar limit under Section 411(a)(11)(A) of the Code] to the extent that the requirements of Section 7.2(a) of the Plan are met, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account in accordance with 7.2(b) of the Plan. ❑ YES ❑� NO Effective date: April 1, 2011 S-3 7.3 PLAN LOANS FOR ACTIVE EMPLOYEES Section 7.3 of the Plan allows active Employees to request a Plan loan only if the Committee has checked YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no Plan loans will be permitted or, at a later time,prospectively (as of a specified effective date) to change a prior election under this section. Participants who are active Employees shall be eligible to request a Plan loan and may be granted a loan pursuant to the requirements of Section 7.3 of the Plan. YES ❑ NO Effective date:April 1,2011 7.3(a) PLANLOANS FOR PARTICIPANTS ONANAPPROVED LEAVE OF ABSENCE Section 7.3(a) of the Plan allows Participants who are on an approved leave of absence to be eligible to request a Plan loan only if the Committee has checked YES above (permitting Plan loans for active Employees) and checked YES below extending the loan provisions to Participants on an approved leave of absence. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no Plan loans will be permitted for Participants on an approved leave of absence or, at a later time, prospectively to change(as of a specified effective date) a prior election under this section. Participants who are on an approved leave of absence from their Employer shall be eligible to request a Plan loan and may be granted a loan pursuant to the requirements of Section 7.3 of the Plan ❑� YES (do not check YES unless Plan Loans are authorized for active Employees) ❑ NO Effective date:April 1, 2011 S-4 Committee Elections—Modification of Default Plan Provisions 7.3(1) DURATION OF LOAN GRACE PERIOD Section 7.3 of the Plan allows the Committee to permit Plan loans (see elections above). If the Committee permits Plan loans, the Plan document states that, unless the Committee makes an election below, any such loan will be in default if a Participant fails to make a required loan repayment within 90 days following the due date for such repayment. The Plan document refers to this period as the "Loan Grace Period." Section 7.3(/) of the Plan allows the Committee to specify a shorter Loan Grace Period by indicating a period of fewer than 90 days below and by indicating that such election will apply to Plan loans made after the effective date specified below. The Committee may, at a later time, indicate(as of a specified effective date) a different Loan Grace Period by making a new election under this section. The Loan Grace Period for purposes of Section 7.3(f} shall be 90 days [a number of days greater than 0 but less than 90J following the due date of a Participant's scheduled loan repayment. Effective date: April 1,2011 8.1(c)(i) and(iii) MINIMUM LUMP SUM AMOUNT Sections 8.1(c)(i) and(iii) of the Plan allow a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum. The Plan document states that, unless the Committee makes an election below, the amount of a partial lump sum distribution cannot be less than $100. The Plan document refers to this amount as the "Minimum Lump Sum Amount." Sections 8.1(c)(i) and(iii) of the Plan allow the Committee to specify a different Minimum Lump Sum Amount by indicating a dollar amount below and by indicating that such Minimum Lump Sum Amount will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Minimum Lump Sum Amount by inserting the "none"or "0"below. The Committee stay, at a later time, indicate (as of a specified effective date) on a prospective basis a different Minimum Lump Sum Amount by snaking a new election under this section. The Minimum Lump Sum Amount shall be $100 Effective date: April 1, 2011 S-5 8.1(c)(ii) MINIMUM INSTALLMENT AMOUNT Section 8.1(c)(ii) of the Plan allows a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in periodic monthly, quarterly,semi-annual or annual installments. The Plan document states that, unless the Committee makes an election below, the amount of an installment distribution cannot be less than $100. The Plan document refers to this amount as the "Minimum Installment Amount." Section 8.1(c)(ii) of the Plan allows the Committee to specify a different Minimum Installment Amount by indicating a dollar amount below and by indicating that such Minimum Installment Amount will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Minimum Installment Amount by inserting the "none"or "0"below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Minimum Installment Amount by making a new election under this section. The Minimum Installment Amount shall be $100. Effective date:April 1, 2011 8.1(c)(i) and(iii) MAXIMUM ANNUAL NUMBER OF PARTIAL DISTRIBUTIONS PER PLAN YEAR Sections 8.1(c)(i) and(iii) of the Plan allow a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum. The Plan document states that, unless the Committee makes an election below, the maximum number ofpartial lump sum distributions in a Plan Year may not exceed 12. The Plan document refers to this amount as the "Maximum Annual Number of Partial Distributions." Sections 8.1(c)(i) and(iii) of the Plan allow the Committee to specify a different Maximum Number of Partial Distributions per Plan Year by indicating a different limit below and by indicating that such limit will apply to distributions made after the effective date specified below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Maximum Number of Partial Distributions for a Plan Year by making a new election under this section. The Maximum Annual Number of Partial Distributions for each Plan Year shall be 12. Effective date: April 1, 2011 S-6 8.1(e) DISTRIBUTION WAITING PERIOD Section 8.1(c) of the Plan allows a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum or in installments. Section 8.1(e) of the Plan document also states that, unless the Committee makes an election below, a distribution will be delayed for 45 days if the distribution would result in the Participant having an account balance of less than $500. The Plan document refers to this period as the "Distribution Waiting Period." Section 8.1(e) of the Plan allows the Committee to specify a different Distribution Waiting Period by indicating a different limit below and by indicating that such limit will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Distribution Waiting Period by inserting the word "none"below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Distribution Waiting Period for a Plan Year by making a new election under this Schedule A . The Distribution Waiting Period shall be NONE days. Effective date:April 1,2011 S-7 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT r MassMutual Page of 14 FINANCIAL GROUP` JANUARY 1, 2015 - MARCH 31, 2015 FOR QUESTIONS ABOUT YOUR STATEMENT AND ANY TRANSACTIONS, PLEASE CALL. 1-800-528-9009 Call Us!Contact our Customer Service Center at the number listed above Monday through Friday 8'00 am-8'00 pm ET. Write Us! MassMutual Retirement Services; P.O. Box 1583, Hartford,CT 06144-1583. Be sure to include the plan's group number in your correspondence. Connect with Us!Through our website at http://www.massmutual.com/govnp. Town Of Southold John Cushman GROUP NUMBER' 0030013 PO Box 1179 STATEMENTS GENERATED, 169 53095 Main Road Southold NY 11971 PERIOD SUMMARY HISTORICAL SUMMARY January 1,2015 to March 31,2015 Since Established July 1, 1993 BEGINNING BALANCE $15,657,421.97 CONTRIBUTIONS $152,199.10 $11,659,420.96 NET LOAN ACTIVITY $20,271.30 NET WITHDRAWALS $43,745.18(-) $2,619,907.13(-) PLAN AND CONTRACT FEES* $212.50(-) CHANGE IN VALUE $391,005.23 ENDING BALANCE 03/31/2015 $16,176,939.92 OUTSTANDING LOAN BALANCE++ $276,693.90 PLAN INVESTMENT DISTRIBUTION AS OF MARCH 31, 2015 22.7% GENERAL 17.0% FIDELITY CONTRAFUND 14 1% HTFD CAP APP HLS 6.0% AF GROWTH FUND AMER 5 3% JANUS BALANCED 4 5% SSGA S&P 500 IND SL 2 7% ALLIANGI NFJ SCV 2 3% JANUS OVERSEAS 2 0% HTFD DIV&GRWTH HLS 1.9% AF CAPITAL WORLD G&I 1 7% PUTNAM HY ADVANTAGE 1 7% OPPEN GLOBAL 1 6% GOLDMAN SACHSMIDCAP 1 6% HTFD INT OPPS HLS 1 5% SSGA MC IND NL SER 1 4% HTFD MIDCAP HLS 1.2% OPP MAIN ST MIDCAP 1 1% HTFD TOTRET BOND HLS *Plan and Contract Fees may include items such as an annual maintenance fee,per participant charge,deferred sales charge and other charges authorized by your plan.Other charges may be deducted from your account and may or may not be reflected here, including charges assessed under the contract, its separate accounts or by the underlying funds. For a complete description of all charges that may apply, refer to the prospectus or disclosure materials,whichever is applicable,for your retirement program and its related contract. Additional plan expenses and other expenses other than those described above such as Third Party Administrator fees,are deducted and paid as directed by your Plan Administrator, if applicable. This statement reflects transactions received by the company prior to the period ending date Additional transactions may be in transit and will be reflected in your next statement. ++Total Account Balance is the sum of the Ending Balance and the Outstanding Loan Balance. TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT MassMutual Page 2of14 ■M= FINANCIAL GROUP` JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER' 0030013 PLAN INVESTMENT DISTRIBUTION AS OF MARCH 31, 201 5 1 1% MFS UTILITIES 1.0% TRP RETIREMENT 2030 1 0% AMCENT EQUITY INCOME 0.8% INV DIVERSIFIED DIV 0.7% AF EUROPACIFIC GRTH 0 7% MFS INTL VALUE 0 6% TRP RETIREMENT 2040 0 6% HTFD SML COMPANY HLS 0 5% TRP RETIREMENT 2020 0 5% INVESCO TECHNOLOGY 0 4% AF INCOME FUND AMER 0 4% COL SMALL MC VAL 0 3% SSGA SC IND SEC LEND 0 3% MFS GOVT SECURITIES 0 3% JANUS ENTERPRISE 0.2% HTFD HC HLS 0 1% TRP RETIREMENT 2050 0.1% TRP RETIREMENT 201 0 0 1% CAL VPSRI BAL PRT 0 0% HTFD ULTRASHORT BOND 0 0% INV AMERICAN FRAN INVESTMENT ACTIVITY Beginning Ending Balance Change In Balance January 1,2015 Additions Subtractions Value March 31,2015 General $3,577,590.44 $76,098.96 $2,449.14(-) $21,890.47 $3,673,130.73 Fidelity Contrafund $2,611,366.68 $81,575.58 $51,522.87(-) $105,430.30 $2,746,849.69 Htfd Cap App HLS $2,180,843.22 $26,728.30 $1,763.21(-) $79,303.27 $2,285,111.58 AF Growth Fund Amer $942,308.62 $7,535.75 $11,662.44(-) $31,209.96 $969,391.89 Janus Balanced $841,165.87 $7,640.71 $3,761.31(-) $11,653.49 $856,698.76 SSgA S&P 500 Ind SL $719,233.77 $5,514.97 $3,275.94(-) $6,102.76 $727,575.56 AllianGI NFJ SCV $416,369.49 $9,320.21 $846.91(-) $11,406.71 $436,249.50 Janus Overseas $365,794.83 $9,921.36 $870.68(-) $5,620.66(-) $369,224.85 Htfd Div&Grwth HLS $328,938.01 $3,747 16 $7,656.12(-) $238.77(-) $324,790.28 AF Capital World G&I $291,707.35 $4,794.97 $9.88(-) $7,505.87 $303,998.31 Putnam HY Advantage $265,565.74 $4,971.00 $3,003.44(-) $6,266.86 $273,800.16 Oppen Global $245,278.64 $3,660.53 $2.28(-) $18,056.36 $266,993.25 Goldman SachsMidCap $247,376.24 $4,514.81 $1,611.75(-) $4,571 72 $254,851.02 Htfd Int Opps HLS $237,095.44 $5,907.27 $1,741.24(-) $12,358.24 $253,619.71 SSgA MC Ind NL Ser $221,719.71 $3,933.82 $832.77(-) $11,596.50 $236,417.26 Htfd MidCap HLS $207,136.76 $3,461 43 $9.44(-) $12,344.83 $222,933.58 Opp Main St MidCap $166,366.87 $25,443.81 $1.35(-) $6,815.63 $198,624.96 Htfd TotRet Bond HLS $174,223.11 $1,742.00 $.00 $2,405.54 $178,370.65 MFS Utilities $166,296 78 $6,227.20 $927 17(-) $1,482.52 $173,079.33 TRP Retirement 2030 $159,946 10 $2,453.25 $.00 $4,813.54 $167,212.89 AmCent Equity Income $230,515.67 $2,294.02 $67,209.30(-) $454.74 $166,055.13 Inv Diversified Div $120,544.69 $1,550.72 $910.84(-) $2,412.82 $123,597.39 AF EuroPacific Grth $153,474.52 $4,675.35 $48,596.84(-) $5,739.48 $115,292.51 MFS Intl Value $103,245.58 $4,114.55 $.00 $6,901.26 $114,261.39 TRP Retirement 2040 $96,295.72 $2,340.00 $.00 $3,243.32 $101,879.04 FM Sml Company HLS $96,763.87 $2,231.79 $9,285.38(-) $4,910.92 $94,621.20 TRP Retirement 2020 $80,638.50 $2,442.60 $.00 $1,911.45 $84,992.55 Invesco Technology $79,237.02 $2,044.11 $897.62(-) $3,231.49 $83,615.00 AF Income Fund Amer $69,729.25 $726.00 $.00 $604.58 $71,059.83 Col Small MC Val $53,368.83 $5,099.81 $4,231.43(-) $2,764.89 $57,002.10 SSgA SC Ind Sec Lend $46,622.25 $4,940.56 $5,168.78(-) $2,076.89 $48,470.92 MFS Govt Securities $43,344.24 $970.20 $2.36(-) $506.09 $44,818.17 Janus Enterprise $15,242.43 $24,128.95 $920.87(-) $2,835.20 $41,285.71 Htfd HC HLS $24,796.16 $6,784.45 $4,406.56(-) $2,458.26 $29,632.31 TRP Retirement 2050 $21,225.52 $1,061.52 $.00 $733.88 $23,020.92 TRP Retirement 2010 $19,280.05 $1,061.52 $.00 $322.61 $20,664.18 Cal VPSRI Bal Prt $16,190.04 $165.00 $.00 $300.92 $16,655.96 Htfd Ultrashort Bond $14,618.44 $71.40 $.00 $29.26 $14,719 10 Inv American Fran $5,965.52 $195.00 $.00 $212.03 $6,372.55 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT MassMutual Page 3of14 ■ : FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER. 0030013 INVESTMENT ACTIVITY Beginning Ending Balance Change In Balance January 1,2015 Additions Subtractions Value March 31,2015 Account Total $15,657,421.97 $362,090.64 $233,577.92(-) $391,005.23 $16,176,939.92 Investment Activity This section highlights the activity by investment option in the plan's account. TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT r MassMutual Page 4of14 FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31,2015 GROUP NUMBER' 0030013 PLAN ACTIVITY General Fidelity Contrafund Htfd Cap App HLS AF Growth Fund Amer Employee Employee Employee Employee Beginning Balance $3,096,067.28 $2,207,704.76 $1,959,651.45 $936,746.37 Contributions $24,170.38 $12,778.93 $20,297.57 $6,716.51 Net Loan Activity $1,759.90 $1,061.37 $5,173.81 $615.24 Net Transfers $50,000.00 $17,208 73 $.00 $.00 Net Withdrawals $1,424.54(-) $1,499.18(-) $906.37(-) $11,655.75(-) Plan&Contract Fees $25.23(-) $20.81(-) $43.21(-) $6.69(-) Change in Value $18,957.28 $89,067.91 $71,284.73 $31,022.91 Ending Balance $3,189,505.07 $2,326,301.71 $2,055,457.98 $963,438.59 Units in Fund 15,665.2807 48,788.7305 40,657.4121 Ending Unit Value $148.500482 $42.129770 $23.696506 Janus Balanced SSgA S&P 500 Ind SL AllianGI NFJ SCV Htfd Div&Grwth HLS Employee Employee Employee Employee Beginning Balance $759,562.03 $712,814.26 $389,373.04 $328,938.01 Contributions $3,303.66 $3,356.44 $8,230.69 $3,747.16 Net Loan Activity $717.84 $1,169.36 $969.16 $.00 Net Transfers $3,000.00 $612.70(-) $.00 $.00 Net Withdrawals $3,750.00(-) $987.72(-) $440.88(-) $7,655.91(-) Plan&Contract Fees $6.39(-) $11.12(-) $8.70(-) $.21(-) Change in Value $10,522.68 $6,036.94 $10,684.41 $238.77(-) Ending Balance $773,349.82 $721,765.46 $408,807.72 $324,790.28 Units in Fund 30,817.5671 32,125.3891 22,874.3336 46,981.0152 Ending Unit Value $25.094447 $22.467135 $17.871896 $6.913224 Janus Overseas AF Capital World G&I Putnam HY Advantage Oppen Global Employee Employee Employee Employee Beginning Balance $292,081.76 $280,536.70 $265,565.74 $245,278.64 Contributions $8,307 72 $3,274.82 $4,653.96 $2,562.18 Net Loan Activity $985.78 $1,067.34 $317.04 $313.16 Net Transfers $.00 $.00 $3,000.00(-) $785 19 Net Withdrawals $457.34(-) $.00 $.00 $.00 Plan&Contract Fees $9.15(-) $8.13(-) $3.44(-) $2.28(-) Change in Value $4,522.22(-) $7,218.07 $6,266.86 $18,056.36 Ending Balance $296,386.55 $292,088.80 $273,800.16 $266,993.25 Units in Fund 27,487.3169 4,047.3979 101,975.0165 9,392.6658 Ending Unit Value $10.782666 $72.167060 $2.684973 $28.425715 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT ��/�/�' MassMutual Page 5of14 mom FINANCIAL GROUP. JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER' 0030013 PLAN ACTIVITY Htfd Int Opps HLS Goldman SachsMidCap SSgA MC Ind NL Ser Htfd MidCap HLS Employee Employee Employee Employee Beginning Balance $237,095.44 $242,960.33 $217,785.05 $196,837 72 Contributions $4,187.34 $4,100.55 $3,143 16 $2,049.38 Net Loan Activity $.00 $312.74 $622.05 $377.96 Net Transfers $21.31(-) $667.59(-) $.00 $785.19 Net Withdrawals $.00 $502.58(-) $435.66(-) $.00 Plan&Contract Fees $.00 $2.84(-) $9.28(-) $6.47(-) Change in Value $12,358.24 $4,488.61 $11,392.73 $11,728.06 Ending Balance $253,619.71 $250,689.22 $232,498.05 $211,771.84 Units in Fund 62,033.0975 3,193.7529 7,999.1621 5,544.6233 Ending Unit Value $4.088458 $78.493615 $29.065301 $38.194090 Opp Main St MidCap Htfd TotRet Bond HLS MFS Utilities AmCent Equity Income Employee Employee Employee Employee Beginning Balance $165,355.91 $174,223.11 $166,296.78 $230,515.67 Contributions $2,019.86 $1,742.00 $5,222.94 $2,294.02 Net Loan Activity $.00 $.00 $93.57 $.00 Net Transfers $23,423.95 $.00 $15.56(-) $67,208.73(-) Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $1.35(-) $.00 $.92(-) $.57(-) Change in Value $6,781.36 $2,405.54 $1,482.52 $454.74 Ending Balance $197,579.73 $178,370.65 $173,079.33 $166,055.13 Units in Fund 5,313,2168 15,575.9227 5,329.3329 5,366.1433 Ending Unit Value $37.186463 $11.451690 $32.476735 $30.944969 TRP Retirement 2030 Inv Diversified Div AF EuroPacific Grth MFS Intl Value Employee Employee Employee Employee Beginning Balance $157,902.04 $120,544.69 $153,474.52 $103,245.58 Contributions $2,351.73 $1,550.72 $2,754.48 $1,971 48 Net Loan Activity $.00 $.00 $200.95 $.00 Net Transfers $.00 $910.69(-) $46,875.73(-) $2,143.07 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $.15(-) $1.19(-) $.00 Change in Value $4,751.39 $2,412.82 $5,739.48 $6,901.26 Ending Balance $165,005.16 $123,597.39 $115,292.51 $114,261.39 Units in Fund 9,557.5622 7,477.6063 5,007.3954 6,176 4130 Ending Unit Value $17.264356 $16.529005 $23.024451 $18.499637 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT , MassMutual Page 6of14 FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER 0030013 PLAN ACTIVITY TRP Retirement 2040 Htfd Sml Company HLS TRP Retirement 2020 Invesco Technology Employee Employee Employee Employee Beginning Balance $84,726.68 $87,362.33 $78,653.93 $72,727.89 Contributions $2,340.00 $1,418.76 $2,341.08 $1,165.36 Net Loan Activity $.00 $214.68 $.00 $93.56 Net Transfers $.00 $.31(-) $.00 $112.26(-) Net Withdrawals $.00 $8,925.48(-) $.00 $.00 Plan&Contract Fees $.00 $7.42(-) $.00 $.17(-) Change in Value $2,856.55 $4,399.81 $1,864.14 $2,960.72 Ending Balance $89,923.23 $84,462.37 $82,859.15 $76,835.10 Units in Fund 5,057.7484 15,777.3263 5,110.0232 9,635.9785 Ending Unit Value $17.779299 $5.353402 $16.215024 $7.973772 AF Income Fund Amer Col Small MC Val SSgA SC Ind Sec Lend MFS Govt Securities Employee Employee Employee Employee Beginning Balance $69,729.25 $53,368.83 $44,051 77 $43,344.24 Contributions $726.00 $972.96 $433.80 $932.46 Net Loan Activity $.00 $.00 $229.00 $37.74 Net Transfers $.00 $104.58(-) $90.44(-) $.00 Net Withdrawals $.00 $.00 $421.19(-) $.00 Plan&Contract Fees $.00 $.00 $2.02(-) $2.36(-) Change in Value $604.58 $2,764.89 $1,975.76 $506.09 Ending Balance $71,059.83 $57,002.10 $46,176.68 $44,818.17 Units in Fund 4,597.2320 2,092.2674 1,851.9792 3,720.5103 Ending Unit Value $15.457091 $27.244177 $24.933693 $12.046242 Janus Enterprise Htfd HC HLS TRP Retirement 2050 TRP Retirement 2010 Employee Employee Employee Employee ' Beginning Balance $15,242.43 $24,796.16 $19,149.99 $17,370.84 Contributions $705.00 $2,497.00 $960.00 $960.00 Net Loan Activity $.00 $112.27 $.00 $.00 Net Transfers $22,503.08 $229.31(-) $.00 $.00 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $2.07(-) $.00 $.00 Change in Value $2,835.20 $2,458.26 $662.14 $290.68 Ending Balance $41,285.71 $29,632.31 $20,772.13 $18,621.52 Units in Fund 2,506.8912 539 0789 1,167.6426 1,256.5295 Ending Unit Value $16.468884 $54.968410 $17 789802 $14.819805 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT r MassMutual Page 7of14 FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER 0030013 PLAN ACTIVITY Cal VPSRI Bal Prt Htfd Ultrashort Bond Inv American Fran Total Employee Employee Employee Employee Beginning Balance $16,190.04 $14,618.44 $5,965.52 $14,287,855.22 Contributions $165.00 $71.40 $195.00 $150,671.50 Net Loan Activity $.00 $.00 $.00 $16,444.52 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $39,062.60(-) Plan&Contract Fees $.00 $.00 $.00 $182.17(-) Change in Value $300.92 $29.26 $212.03 $359,974.94 Ending Balance $16,655.96 $14,719.10 $6,372.55 $14,775,701.41 Units in Fund 2,850.8960 3,590.0501 373.7498 Ending Unit Value $5.842358 $4.099968 $17.050307 Htfd Cap App HLS Fidelity Contrafund General AF Growth Fund Amer Roth Contrib Roth Contrib Roth Contrib Roth Contrib Beginning Balance $8,689.77 $8,538.60 $6,420.94 $4,449.84 Contributions $204.00 $204.00 $.00 $204.00 Net Loan Activity $.00 $.00 $.00 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $.00 $.00 $.00 Change in Value $317.48 $348.69 $39.14 $149.98 Ending Balance $9,211.25 $9,091.29 $6,460.08 $4,803.82 Units in Fund 218.6399 61.2206 202.7227 Ending Unit Value $42.129770 $148.500482 $23.696506 SSgA S&P 500 Ind SL AF Capital World G&I Goldman SachsMidCap Janus Overseas Roth Contrib Roth Contrib Roth Contrib Roth Contrib Beginning Balance $4,502.07 $4,040.37 $3,372.11 $2,799.64 Contributions $204.00 $204.00 $101.52 $.00 Net Loan Activity $.00 $.00 $.00 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $.00 $.00 $.00 Change in Value $37.75 $104.14 $63.05 $41.85(-) Ending Balance $4,743.82 $4,348.51 $3,536.68 $2,757.79 Units in Fund 211.1450 60.2561 45.0569 255.7616 Ending Unit Value $22.467135 $72.167060 $78.493615 $10.782666 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENTFA MassMutual Page 8of14 NU= FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31,2015 GROUP NUMBER' 0030013 PLAN ACTIVITY TRP Retirement 2050 TRP Retirement 2030 TRP Retirement 2020 TRP Retirement 2010 Roth Contrib Roth Contrib Roth Contrib Roth Contrib Beginning Balance $2,075.53 $2,044.06 $1,984.57 $1,909.21 Contributions $101.52 $101.52 $101.52 $101.52 Net Loan Activity $.00 $.00 $.00 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $.00 $.00 $.00 Change in Value $71.74 $62.15 $47.31 $31.93 Ending Balance $2,248.79 $2,207.73 $2,133.40 $2,042.66 Units in Fund 126.4087 127.8780 131.5693 137.8332 Ending Unit Value $17.789802 $17.264356 $16.215024 $14.819805 SSgA SC Ind Sec Lend AllianGl NFJ SCV SSgA MC Ind NL Ser Total Roth Contrib Roth Contrib Roth Contrib Roth Contrib Beginning Balance $1,614.78 $1,441.99 $1,081.00 $54,964.48 Contributions $.00 $.00 $.00 $1,527 60 Net Loan Activity $.00 $.00 $.00 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $.00 Plan&Contract Fees $.00 $.00 $.00 $.00 Change in Value $68.72 $38.66 $56.09 $1,394.98 Ending Balance $1,683.50 $1,480.65 $1,137.09 $57,887.06 Units in Fund 67.5190 82.8479 39.1220 Ending Unit Value $24.933693 $17.871896 $29.065301 Htfd Cap App HLS General Total General Rollover Rollover Rollover Misc Rllover Beginning Balance $20,617.64 $14,618.67 $35,236.31 $460,483.55 Contributions $.00 $.00 $.00 $.00 Net Loan Activity $.00 $.00 $.00 $168.68 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $.00 $998.81(-) Plan&Contract Fees $.00 $.00 $.00 $.56(-) Change in Value $746.17 $89.12 $835.29 $2,804.93 Ending Balance $21,363.81 $14,707.79 $36,071.60 $462,457.79 Units in Fund 507.0954 Ending Unit Value $42.129770 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT /�/�/� MassMutual Page 9of14 ■' FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31,2015 GROUP NUMBER' 0030013 PLAN ACTIVITY Fidelity Contrafund Htfd Cap App HLS Janus Balanced Janus Overseas Misc Allover Misc Allover Misc Allover Misc Allover Beginning Balance $395,123.32 $191,884.36 $81,603.84 $70,913 43 Contributions $.00 $.00 $.00 $.00 Net Loan Activity $322.55 $1,052.92 $619.21 $627.86 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $803.37(-) $.00 $401.45(-) Plan&Contract Fees $2.88(-) $10.26(-) $4.92(-) $2.74(-) Change in Value $16,013.70 $6,954.89 $1,130.81 $1,056.59(-) Ending Balance $411,456.69 $199,078.54 $83,348.94 $70,080.51 Units in Fund 2,770.7431 4,725.3649 3,321.4098 6,499.3684 Ending Unit Value $148.500482 $42.129770 $25.094447 $10.782666 AllianGI NFJ SCV TRP Retirement 2040 Htfd MidCap HLS Htfd Sml Company HLS Misc Allover Misc Allover Misc Allover Misc Allover Beginning Balance $25,554.46 $11,569.04 $10,299.04 $9,401.54 Contributions $.00 $.00 $.00 $.00 Net Loan Activity $120.36 $.00 $248.90 $248.88 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $396.22(-) $.00 $.00 $.00 Plan&Contract Fees $1.11(-) $.00 $2.97(-) $2.70(-) Change in Value $683.64 $386.77 $616.77 $511 11 Ending Balance $25,961.13 $11,955.81 $11,161.74 $10,158.83 Units in Fund 1,452.6233 672.4569 292.2374 1,897.6398 Ending Unit Value $17.871896 $17.779299 $38.194090 $5,353402 AF Capital World G&I Invesco Technology SSgA MC Ind NL Ser AF Growth Fund Amer Misc Allover Misc Allover Misc Allover Misc Allover Beginning Balance $7,130.28 $6,509.13 $2,853.66 $1,112.41 Contributions $.00 $.00 $.00 $.00 Net Loan Activity $248.81 $.00 $168.61 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $.00 $.00 $387.39(-) $.00 Plan&Contract Fees $1 75(-) $.00 $.44(-) $.00 Change in Value $183.66 $270.77 $147.68 $37.07 Ending Balance $7,561.00 $6,779.90 $2,782.12 $1,149.48 Units in Fund 104.7709 850.2757 95.7196 48.5083 Ending Unit Value $72,167060 $7.973772 $29.065301 $23.696506 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT MassMutual Page 10 of 14 rilFINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31, 201 5 GROUP NUMBER' 0030013 PLAN ACTIVITY SSgA S&P 500 Ind SL Opp Main St MidCap Goldman SachsMidCap SSgA SC Ind Sec Lend Misc Rllover Misc Rllover Misc Rllover Misc Allover Beginning Balance $1,917.44 $1,010.96 $1,043.80 $955.70 Contributions $.00 $.00 $.00 $.00 Net Loan Activity $.00 $.00 $.00 $.00 Net Transfers $.00 $.00 $.00 $.00 Net Withdrawals $879.23(-) $.00 $438.74(-) $377.37(-) Plan&Contract Fees $.00 $.00 $.00 $.00 Change in Value $28.07 $34.27 $20.06 $32.41 Ending Balance $1,066.28 $1,045.23 $625.12 $610.74 Units in Fund 47.4596 281077 7.9640 24.4945 Ending Unit Value $22.467135 $37.186463 $78.493615 $24.933693 Total Misc Rllover Beginning Balance $1,279,365.96 Contributions $.00 Net Loan Activity $3,826.78 Net Transfers $.00 Net Withdrawals $4,682.58(-) Plan&Contract Fees $30.33(-) Change in Value $28,800.02 Ending Balance $1,307,279.85 Units in Fund Ending Unit Value Plan Activity Quarterly plan activity detailed by investment choice,including net conversions,contributions,transfers, withdrawals and any change in value due to market performance and reinvestment of dividends or capital gains(if applicable to your program). PLAN SUMMARY TOTALS Period Summary Historical Summary BEGINNING BALANCE $15,657,421.97 CONTRIBUTIONS $152,199.10 $1 1,659,420 96 NET LOAN ACTIVITY $20,271 30 NET WITHDRAWALS $43,745 18(-) $2,619,907 13(-) PLAN AND CONTRACT FEES $212.50(-) CHANGE IN VALUE $391,005.23 ENDING BALANCE 03/31/2015 $16,176,939.92 OUTSTANDING LOAN BALANCE $276,693.90 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT MassMutual Page11 of14 , FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31, 2015 GROUP NUMBER 0030013 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MARCH 31, 2015 PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.Total return includes capital appreciation (depreciation),realized gains(losses),plus dividend or interest income.The investment return and principal value of an investment will fluctuate so that when units/shares are redeemed they may be worth more,or less,than the original cost.Results shown do not take into account personal income taxes or capital gains taxes.Current performance may be lower or higher than the performance data quoted.For current performance information to the most recent month-end,refer to our website at http://retirement.massmutual.com/rsgovnp/. *Returns are net of total fund operating expenses and a mortality and expense risk and administrative charge(ME&A).The maximum ME&A charge for your plan is 1.25%;however,your plan's exact ME&A charge may be lower Refer to a current fee schedule for charges applicable to your plan. Investment options are available through group variable annuity contracts (HL-15811, HL-17402, HVL-11002, HVL-21002 series,and HL-20325 series).All contracts are issued by Hartford Life Insurance Company (Simsbury,CT) Effective January 1, 2013,contracts HVL-11002 and HVL-21002 series are underwritten by MML Distributors, LLC.Contracts are administered by Massachusetts Mutual Life Insurance Company.Total return includes capital appreciation (depreciation), realized gain (loss), plus reinvested dividend or interest income. Results shown do not take into account personal income taxes or capital gains taxes. Performance is stated after deduction for total fund operating expenses,applicable separate account charges,and all other applicable contract fees.With respect to all performance displayed,where inception of the underlying fund precedes that of the separate account,performance is given since the inception of the underlying fund (whereas the inception date for Separate Account 457 is 12/31/1998,and the inception date for Separate Account 14 is 3/15/2005). In such cases,the performance given is hypothetical and is based on the actual performance of the underlying fund. This material must be preceded or accompanied by currently effective disclosure documents. Investors should consider an investment's objectives, risks,charges and expenses carefully before investing. Read this information carefully before you invest or send money Questions should be directed to your local Financial Professional,or call the number listed on the front page of your quarterly Statement of Account. 1 The fund's investments are concentrated in a specific industry or sector,and are subject to greater risk than traditional diversified equity funds. 2 Investments in foreign securities may involve different and additional risks associated with foreign currencies, investment disclosure,accounting,securities regulation,commissions,taxes, political or social instability,war or expropriation. 3 The methodology used in the hypothetical performance calculations for the Janus investment options may differ from the methodology used by Janus.Therefore,the performance returns shown may differ from those provided directly by Janus for the same underlying funds for the same time periods,and may differ significantly at a particular point in time.Janus approves of the use of an alternative method that is accepted in the industry to calculate hypothetical performance. 4 Small Cap stocks generally have higher risk and return characteristics than large-company stocks. 5 The State Street Global Advisers index funds are commingled trust investment vehicles for which State Street Global Advisers serves as trustee. 6 Mid Cap stocks generally have higher risk and return characteristics than large-company stocks. 7 An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency Although the Fund seeks to preserve the value of your investment at$1 00 per share, it is possible to lose money by investing in the Fund. TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT //�� MassMutual Page 12 of 14 ■(MIM FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31,2015 GROUP NUMBER' 0030013 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MARCH 31,2015 8 Securities rated below investment grade"BBB"are commonly referred to as"high yield,high risk"securities,or"junk bonds." Average Total Return Annual Total Return* Since Inception Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. Incept. Date SPECIALTY 101 Htfd HC HLS2' 1.89% 9.63% 9.63% 29.89% 30.54% 22.46% 14.51% 13.65% 05/01/2000 108 Invesco Technology' -2.07% 4.16% 4.16% 13.58% 9.39% 12.56% 7.90% N/A 02/07/1984 116 MFS Utilities' -0.16% 0.86% 0.86% 6.82% 13.70% 13.43% 11.66% N/A 02/14/1992 INTERNATIONAL/GLOBAL 489 AF Capital World GU -1.70% 2.57% 2.57% 4.71% 12.26% 9.23% 7.47% N/A 03/26/1993 143 AF EuroPacific Grth2 0.18% 5.82% 5.82% 2.16% 9.25% 6.43% 7.00% N/A 04/16/1984 13 Htfd Int Opps HLS2 -0.40% 5.17% 5.17% 2.52% 9.05% 7.15% 7.51% 6.28% 07/02/1990 075 Janus Overseas2.3 -3.07% -1.49% -1.49% -14.17% -3.92% -4.79% 5.73% N/A 05/02/1994 1022 MFS Intl Value2 -0.76% 6.60% 6.60% 6.96% 13.49% 10.92% 8.35% N/A 10/24/1995 118 Oppen Globale 0.37% 7.33% 7.33% 8.82% 13.78% 10.84% 7.86% N/A 12/22/1969 SMALL CAP 471 AllianGI NFJ SCV4 0.80% 2.68% 2.68% 3.82% 12.32% 12.19% 9.23% 11.94% 10/01/1991 82 Htfd Sml Company HLS° 0.74% 5.36% 5.36% 11.92% 17.38% 16.07% 11.02% 9.89% 08/09/1996 601 SSgA SC Ind Sec Lend°,5 1.71% 4.26% 4.26% 8.04% 16.07% 14.35% 8.61% 7.73% 07/01/1997 MID CAP 827 Col Small MC Vale 2.35% 4.93% 4.93% 8:48% 16.45% 13.25% 8.74% 10.16% 02/14/2002 287 Goldman SachsMidCap6 0.07% 1.84% 1.84% 11.25% 16.96% 14.04% 8.71% 9.62% 08/15/1997 103 Htfd MidCap HLS6 0.05% 5.93% 5.93% 13.48% 19.15% 15.61% 11.14% 1411% 07/14/1997 071 Janus Enterprise63 0.94% 7.03% 7.03% 17.30% 17.22% 16.46% 11.28% 11.03% 09/01/1992 365 Opp Main St MidCap° 0.00% 3.39% 3.39% 11.95% 16.50% 14.83% 8.88% 11.28% 08/02/1999 600 SSgA MC Ind NL Ser6.5 1.27% 5.19% 5.19% 11.74% 16.56% 15.26% 9.94% 10.25% 10/01/1997 LARGE CAP 100 AF Growth Fund Amer -0.87% 3.33% 3.33% 11.62% 16.39% 12.99% 8.29% N/A 12/01/1973 085 AmCent Equity Income -1.03% -0.13% -013% 8.54% 12.14% 11.15% 7.01% 10 73% 08/01/1994 095 Fidelity Contrafund -0.49% 4.05% 4.05% 13.46% 15.64% 14.91% 10.06% N/A 05/17/1967 012 Htfd Cap App HLS -0.30% 3.62% 3.62% 9.61% 16.39% 12.40% 9.24% 13.50% 04/02/1984 29 Htfd Div&Grwth HLS -1.42% -0.08% -0.08% 9.87% 15.29% 13.08% 8.58% N/A 03/08/1994 1123 Inv American Fran -1.54% 3.54% 3.54% 13.02% 14.64% 13.53% 8.74% 4.06% 06/23/2005 1125 Inv Diversified Div 0.32% 2.02% 2.02% 10.23% 16.22% 13.15% 8.34% 8.04% 12/31/2001 599 SSgA S&P 500 Ind SL5 -1.62% 0.85% 0.85% 12.33% 15.72% 14.09% 7.71% 8.01% 03/01/1996 TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT /A MassMutual Page 13of14 ■/ FINANCIAL GROUP' JANUARY 1, 2015 - MARCH 31,2015 GROUP NUMBER 0030013 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MARCH 31,2015 Average Total Return Annual Total Return* Since Inception Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. Incept. Date ASSET ALLOCATION/BALANCED 328 AF Income Fund Amer -1.64% 0.87% 0.87% 6.24% 10.80% 10.29% 6.68% N/A 12/01/1973 016 Cal VPSRI Bal Prt -0.48% 1.85% 1.85% 9.43% 10.11% 10.28% 5.74% 7.40% 09/02/1986 079 Janus Balanced' -0.88% 1.39% 1.39% 8.57% 10.71% 9.40% 8.58% 10.03% 09/01/1992 877 TRP Ret Balanced -0.66% 1.35% 1.35% 3.51% 5.53% 6.00% 5.20% 5.40% 10/31/2003 872 TRP Retirement 2010 -0.67% 1.65% 1.65% 4.54% 7.07% 7.41% 5.85% 6.35% 10/31/2003 873 TRP Retirement 2020 -0.71% 2.35% 2.35% 6.00% 9.48% 9.24% 6.59% 7 19% 10/31/2003 874 TRP Retirement 2030 -0.68% 3.00% 3.00% 7.22% 11.34% 10.56% 7.11% 7.80% 10/31/2003 875 TRP Retirement 2040 -0.69% 3.34% 3.34% 7.83% 12.31% 11.20% 7.34% 8.00% 10/31/2003 876 TRP Retirement 2050 -0.65% 3.40% 3.40% 7.83% 12.34% 11.20% N/A 5.82% 12/29/2006 BOND 18 Htfd TotRet Bond HLS 0.17% 1.38% 1.38% 5.12% 3.89% 5.00% 4.61% N/A 08/31/1977 22 Htfd Ultrashort Bond' 0.00% 0.20% 0.20% 0.20% 0.10% 0.06% 1.43% N/A 06/30/1980 881 MFS Govt Securities 0 44% 1 16% 1.16% 4.37% 1 76% 2.97% 4.18% 6.42% 07/25/1984 59 Putnam HY Advantage' -0.37% 2.37% 2.37% 1.53% 6.72% 7.67% 7 47% 7.63% 03/25/1986 General(Declared Rate)Account Information: 2nd Q 2015: 2.50% 1st Q 2015' 2.50% The Declared Rate set forth above is credited through the close of the calendar year on contributions received during the designated calendar quarter. For contributions received prior to January 1,2015,the Declared Rate is 2 50% Rates quoted _ are effective annual yields. BENCHMARK INDICES FOR PERIOD ENDING MARCH 31, 2015 Total Return Average Annual Total Return Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. S&P 500 Index' -1.58% 0.95% 0.95% 12.73% 16.11% 14.47% 8.01% BarCap Gov/Corp Indx2 0.50% 1.84% 1.84% 5.86% 3.35% 4.75% 4.96% NASDAQ' -1.26% 3.48% 3.48% 16.72% 16.60% 15.37% 9.38% Market indices have been provided for comparison purposes only. The indices represented are not illustrative of the performance of any investment option offered through these retirement programs. These indices are unmanaged and are not available for direct investment. 1 S&P is an index which measures broad-based changes in stock market conditions based on the average performance of 500 widely held common stocks. 2 The Barclay's Capital Government/Corporate Bond Index,an unmanaged list of U S Treasury/Agency and investment grade corporate debt securities, is used as a general measure of performance of fixed income securities 3 NASDAQ is a computerized system that provides brokers and dealers with price quotations for securities traded over the counter as well as for many NYSE listed securities. TOWN OF SOUTHOLD DEFERRED COMPENSATION PLAN PLAN SUMMARY STATEMENT It: MassMutual Page 14of14 FINANCIAL GROUP' JANUARY 1,2015 - MARCH 31, 2015 GROUP NUMBER: 0030013 NEW AND NOTEWORTHY Manage your account online!Our interactive retirement planning website,www.massmutual.com/serve,allows you to manage your retirement account anytime,anywhere. Log in today to: • View your statement of account(and/or previous statements)and individual account information • Get information how to read your statement of account • Check investment option performance history • Change your investment elections/transfer assets between investment options • View your Disbursement information for a rolling 27 month period • Access interactive retirement planning calculators,educational articles and other resources to help you prepare for a more secure retirement 2015 Holiday Schedule The New York Stock Exchange will observe the following holidays this year Thursday January 1,2015 New Year's Day Monday January 19,2015 Martin Luther King,Jr. Day Monday February 16,2015 Washington's Birthday/President's Day Friday April 3,2015 Good Friday Monday May 25,2015 Memorial Day Friday July 3,2015 Independence Day Monday September 7,2015 Labor Day Thursday November 26,2015 Thanksgiving Day** Friday December 25,2015 Christmas Day** **The NYSE Trading Floor will close early on Friday, November 27,2015;and Thursday, December 24,2015 The hours of operations for the Retirement Plans Contact Center will be from 8:00 AM to 6:00 PM (Eastern Time)on the following days: November 27,2015 December 24,2015 December 31,2015 Contracts are issued by Hartford Life Insurance Company. Contracts are administered by Massachusetts Mutual Life Insurance Company. Plan Document for the DEFERRED COMPENSATION PLAN FOR EMPLOYEES OF TOWN OF SOUTHOLD (Amended and Restated as of 11/14/2014) v.11/14/2014 Deferred Compensation Plan for Employees of Town of Southold Plan Document TABLE OF CONTENTS Page Section 1 Definitions 2 Section 2 Participation 9 Section 3 Amounts Deferred or Contributed 10 Section 4 Investment of Amounts Deferred or Contributed and Rollover Contributions 13 Section 5 Rollovers 17 Section 6 Accounts and Records of the Plan 19 Section 7 Withdrawals for Unforeseeable Emergencies; Withdrawals of Small Amounts; Loans 21 Section 8 Distributions from the Plan and other Eligible Retirement Plans 24 Section 9 Designation of Beneficiaries 31 Section 10 Qualified Domestic Relations Orders 32 Section 11 Administration 33 Section 12 Amendment or Termination 37 Section 13 General Limitations and Provisions 38 Schedule A S-1 Deferred Compensation Plan for Employees of Town of Southold Plan Document PURPOSE The purpose of the Plan is to encourage Employees to make and continue careers with the Employer by providing Employees with a convenient way to save on a regular and long- term basis and thereby provide for their retirement as set forth herein. The Employer adopted this Plan by complying with the procedures set forth in the Regulations. A Participant's benefit under the Plan is limited to the Plan Benefit, and the value of the Plan Benefit will depend upon the investment results achieved by the Investment Options in which the Participant chooses to invest. Each Participant shall be 100 percent vested at all times in his or her Plan Benefit in accordance with the terms of the Plan. In accordance with Section 457 of the Code, all amounts of Compensation deferred or contributed under the Plan, all property and rights purchased with such amounts and all income attributable to such amounts, and all other property and rights are held in trust for the exclusive benefit of Participants and their Beneficiaries and Alternate Payees pursuant to the Trust Agreement. The Plan and the Trust Agreement are intended to satisfy the requirements for an eligible deferred compensation plan under Section 457 of the Code applicable to governmental employers described in Section 457(e)(1)(B) of the Code, and shall be construed and administered accordingly. To the extent that any term of the Plan is inconsistent with the provisions of Section 457 of the Code applicable to governmental employers, the inconsistent term shall, to the fullest extent possible, be treated for all purposes of the Plan as amended or reformed to conform to the applicable provisions of Section 457 of the Code. Except as otherwise provided herein, this amendment and restatement of the Plan is effective as of the Effective Date. 1 SECTION 1 DEFINITIONS When used herein, the following terms shall have the following meanings: 1.1 "Account" means each separate account established and maintained for an Account Participant under the Plan, including, as applicable, each Before-Tax Deferral Account, Roth Account (if applicable), Rollover Account, Alternate Payee Account and Beneficiary Account. 1.2 "Account Participant"means each Participant, Beneficiary, Surviving Spouse, Alternate Payee or other individual with an Account. 1.3 "Administrative Service Agency" means an Administrative Service Agency as defined in the Regulations selected by the Committee to provide services in respect of the Plan. 1.4 "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all, or a portion of, the Plan Benefit with respect to such Participant. 1.5 "Alternate Payee Account" means the Account established for an Alternate Payee pursuant to a Qualified Domestic Relations Order. 1.6 "Amounts Deferred or Contributed" means the aggregate of Compensation deferred or contributed by a Participant pursuant to Sections 3.1 and 3.2, including Before-Tax Deferrals and Roth Contributions (if applicable). 1.7 "Before-Tax Deferral Account" means the Account or Accounts established under the Plan to record a Participant's Before-Tax Deferrals, and the income, gains and losses credited thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Before-Tax Deferrals may also be referred to as a Before-Tax Deferral Account. 1.8 "Before-Tax Deferrals" means that part of a Participant's Compensation which is deferred into the Plan and is not includable in the Participant's taxable income which, in the absence of a Participant's election to defer such Compensation under Section 3.1, would have been paid to the Participant and would have been includable in the Participant's taxable income. 1.9 "Beneficiary" means the beneficiary or beneficiaries designated by a Participant or Surviving Spouse of a Participant pursuant to Section 9 to receive the amount, if any, payable under the Plan upon the death of such Participant or Surviving Spouse. 1.10 "Beneficiary Account" means the Account established for a Beneficiary in accordance with Section 6.2. 2 1.11 "Business Day" means, subject to Section 4.4(b), any day (measured in accordance with State time)on which the New York Stock Exchange is open for the trading of securities. 1.12 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended, and the applicable Treasury Regulations and rulings thereunder. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered. 1.13 "Committee"means the Deferred Compensation Committee appointed by the Employer in accordance with the Regulations to act on behalf of Employer to administer the Plan. 1.14 "Compensation" means: (a) all compensation for services to the Employer, including salary, wages, fees, commissions and overtime pay that is includible in the Employee's gross income for each Plan Year under the Code; (b) any differential wage payments defined in Code Section 3401(h)(2) pursuant to the HEART Act; and (c) any accumulated sick pay, accumulated vacation pay and back pay paid to a Participant by his or her Employer, provided that such accumulated sick pay, accumulated vacation pay and back pay is received by the Plan in accordance with the timing requirements of the Treasury Regulations promulgated under Section 457 of the Code. 1.15 "Distributee"means (a)an Employee or former Employee, (b)the Surviving Spouse of an Employee or former Employee and (c)the spouse or former spouse of an Employee or former Employee, but only to the extent such spouse or former spouse is an Alternate Payee under a Qualified Domestic Relations Order and only with regard to the interest of such spouse or former spouse. 1.16 "Distribution Waiting Period"means 45 days following a Participant's Severance from Employment, or, to the extent that the Committee has designated a different Distribution Waiting Period under Section 8.1(e) of Schedule A, the Distribution Waiting Period as set forth in Section 8.1(e) of Schedule A. 1.17 "Earliest Retirement Date" means the earlier of(a)the date on which the Participant Severs from Employment or(b)the date the Participant attains age 50. 1.18 "Effective Date" means July 1, 1993. 1.19 "Eligible Retirement Plan"means: (a) an individual retirement account described in Section 408(a) of the Code; 3 (b) an individual retirement annuity described in Section 408(b) of the Code; (c) a qualified trust under Section 401(a) or 401(k)of the Code; (d) an annuity contract or custodial account described in Section 403(b) of the Code; (e) an eligible deferred compensation plan described in Section 457 of the Code that is maintained by a state, political subdivision of a state, any agency or instrumentality of a state or political subdivision of a state; and (f) a Roth IRA. 1.20 "Eligible Rollover Distribution" means all or any portion of the balance of the Plan to the credit of a Distributee or a Beneficiary of a Participant, except that an Eligible Rollover Distribution shall not include (a) any distribution that is (i) one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's Beneficiary or(ii) for a specified period of ten years or more, (b) any distribution to the extent such distribution is required under Section 401(a)(9)of the Code, or(c) any distribution due to an Unforeseeable Emergency. 1.21 "Employee"means any individual who receives Compensation for services from the Employer, including any elected or appointed officer or employee of the Employer, and any employee who is included in a unit of employees covered by a negotiated collective bargaining agreement that specifically provides for participation in the Plan. An Employee shall not include an independent contractor, a consultant or any other individual classified by the Employer as not eligible to participate in the Plan. 1.22 "Employer" means Town of Southold 1.23 "Enrollment Date"means, with respect to an Employee who is eligible to enroll or be enrolled in the Plan, any payroll date on which such Employee receives Compensation, or such other date or dates as the Administrative Service Agency may establish either in lieu of, or in addition to, such dates. 1.24 "Financial Organization" means a Financial Organization as defined in the Regulations selected by the Committee to provide services in respect of the Plan. 1.25 "HEART Act" means the Heroes Earnings Assistance and Relief Tax Act of 2008. 1.26 "Includible Compensation" means "includible compensation" as defined in Section 457(e)(5) of the Code. 4 1.27 "Investment Fund" means each of the investment funds made available by the Committee through the Plan in accordance with Section 6.5(b). 1.28 "Investment Option" means each of the Investment Funds and each other investment option made available by the Committee through the Plan in accordance with Section 6.5(b). 1.29 "Loan Grace Period" means 90 days following the due date of a Participant's scheduled repayment of his or her Plan loan, or, to the extent that the Committee has designated a shorter Loan Grace Period under Section 7.3(f) of Schedule A,the Loan Grace Period as set forth in Section 7.3(f) of Schedule A. 1.30 "Maximum Annual Number of Partial Distributions" means twelve partial lump sum payments per Plan Year, or, to the extent that the Committee has designated a different Maximum Annual Number of Partial Distributions under Section 8.1(c)(i) and (iii) of Schedule A, the Maximum Annual Number of Partial Distributions as set forth in Section 8.1(c)(i) and (iii) of Schedule A. 1.31 "Minimum Installment Amount" means $100, or, to the extent that the Committee has designated a different Minimum Installment Amount under Section 8.1(c) of Schedule A, the Minimum Installment Amount as set forth in Section 8.1(c)of Schedule A. 1.32 "Minimum Lump Sum Amount"means $100, or, to the extent that the Committee has designated a different Minimum Lump Sum Amount under Section 8.1(c)(i) and (iii) of Schedule A, the Minimum Lump Sum Amount as set forth in Section 8.1(c)(i) and (iii) of Schedule A. 1.33 "Normal Retirement Age" means any age designated by a Participant within the following parameters: (i) beginning (A) no earlier than the earliest age at which the Participant has the right to retire under the basic pension plan, if any, in which the Participant participates in connection with his or her service to the Employer and to receive immediate retirement benefits without actuarial or similar reduction because of retirement before some later age specified in such basic pension plan or, (B) in the case of a Participant who does not participate in such basic pension plan, no earlier than age 65, and (ii) ending no later than age 70%2. Notwithstanding the previous sentence, a Participant who is a qualified police officer or firefighter(as defined under Section 415(b)(2)(H)(ii)(I) of the Code)may designate a Normal Retirement Age that is earlier than the earliest Normal Retirement Age described above, but in no event may such Normal Retirement Age be earlier than age 40. Notwithstanding anything in the Plan to the contrary, a Participant's designation of a Normal Retirement Age shall not control the date that payment of such Participant's benefits shall commence pursuant to Section 8. 1.34 "Participant" means an Employee or former Employee who is not deceased and who has an Account or Rollover Account under the Plan. 1.35 "Participation Agreement" means an agreement in writing or in such other form approved by the Committee, pursuant to which the Employee elects to reduce his or her Compensation for future Enrollment Dates and to have amounts deferred or contributed into the Plan on his or her behalf in accordance with the terms of the Plan. 5 1.36 "Plan" means the Deferred Compensation Plan for Employees of the Employer, as the same may be amended from time to time. 1.37 "Plan Benefit" has the meaning set forth in Section 6.5. 1.38 "Plan Year" means the calendar year. 1.39 "Qualified Domestic Relations Order" means any judgment, decree or order, including, approval of a property settlement agreement, that has been determined by the Administrative Service Agency to meet the requirements of a qualified domestic relations order within the meaning of Section 414(p) of the Code. 1.40 "Qualified Roth Contribution Program"means a qualified Roth contribution program as defined in Section 402A of the Code. 1.41 "Regulations"means the rules and regulations promulgated by the Deferred Compensation Board of the State of New York pursuant to Section 5 of the State Finance Law, as the same may be amended from time to time. 1.42 "Required Beginning Date" means April 1 of the calendar year following the later of the calendar year in which the Participant: (a)attains age 70'/2, or(b) Severs from Employment. 1.43 "Review Committee"means the committee designated to review claims to rights or benefits under the Plan in accordance with Section 11.8 and requests for Unforeseeable Emergency withdrawals under Section 7. 1.44 "Rollover Account"means the Account or Accounts established and maintained in respect of a Participant or a Beneficiary who is a Participant's Surviving Spouse or, if applicable, by a spousal Alternate Payee pursuant to Section 5.2(c). 1.45 "Rollover Contribution" means the amount contributed by a Participant or a Beneficiary to a Rollover Account or, if applicable, by an Alternate Payee to an Alternate Payee Account, in accordance with Section 5.2 that the Administrative Service Agency has determined would qualify as an Eligible Rollover Distribution, other than a distribution consisting of contributions to a Roth IRA, and which the Administrative Service Agency has determined may be contributed. 1.46 "Roth Account" means the Account or Accounts established under the Plan to record a Participant's Roth Contributions, and the income, gains and losses credited thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Roth Contributions may also be referred to as a Roth Account. 1.47 "Roth Contributions" means amounts contributed pursuant to Section 3.1 by a Participant to the extent that the Committee has resolved to implement a Roth Program to Section 3.1(c) of Schedule A, which amounts are: 6 (a) designated irrevocably by the Participant at the time of the contribution election as Roth Contributions that are being made from Compensation pursuant to Section 3.1(c); and (b) treated by the Employer as includible in the Participant's income at the time the Participant would have received that amount in Compensation. 1.48 "Roth IRA"has the meaning set forth in Section 408A of the Code. 1.49 "Roth Program" means a Qualified Roth Contribution Program within the Plan. 1.50 "Section 457 Transfer" means a transfer made into an Account pursuant to Section 5.1. 1.51 "Severance from Employment" or"Severs from Employment"means a severance from employment with the Employer within the meaning of Section 457 of the Code. 1.52 "State" means the State of New York. 1.53 "Surviving Spouse" means the survivor of a deceased Participant to whom such Participant was legally married on the date of the Participant's death. 1.54 "Treasury Regulations" means the regulations promulgated by the Treasury Department under the Code, as now in effect or as hereafter amended. All citations to sections of the Treasury Regulations are to such sections as they may from time to time be amended or renumbered. 1.55 "Trust Agreement" means an agreement entered into in respect of the Plan between the Committee and one or more Trustees pursuant to which all cash and other rights and properties and all income attributable to such cash and rights and properties are held in trust as such agreement may be amended from time to time. 1.56 "Trust Fund" means the assets of the Plan, including cash and other rights and properties arising from Amounts Deferred or Contributed, Section 457 Transfers and Rollover Contributions which are held and administered by the Trustee pursuant to the Trust Agreement. 1.57 "Trustee"means the trustee or trustees acting as such under the Trust Agreement, and any successors thereto. 1.58 "Unforeseeable Emergency" means a (i) severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent, (ii) loss of the Participant's or Beneficiary's property because of casualty, or(iii) other similar extraordinary or unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. 1.59 "Unit" means a unit measuring the value of an Account Participant's proportionate interest in an Investment Fund. 7 1.60 "USERRA" means the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 contained in chapter 43 of title 38 of the United States Code. 1.61 "Valuation Date" means each Business Day unless otherwise provided in the Plan or in an agreement between the Committee and a Financial Organization. 8 SECTION 2 PARTICIPATION 2.1 Enrollment. (a) Eligibility and Enrollment. Each Employee shall be eligible to participate in the Plan as of any Enrollment Date following the date he or she becomes an Employee, and shall commence such participation in the Plan by duly filing a Participation Agreement and any enrollment forms or other pertinent information concerning the Employee and his or her Beneficiary with the Administrative Service Agency in a manner as prescribed by the Committee. With the exception of Participation Agreements filed on or before an Employee's first day of service, no Participation Agreement shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement is filed with the Administrative Service Agency. (b) Initial Enrollment and Subsequent Changes. Each Employee enrolling in the Plan shall provide to the Administrative Service Agency, in a complete and timely manner, at the time of initial enrollment and thereafter if there are any changes, with such information that the Administrative Service Agency determines is necessary or advisable for the administration of the Plan or to comply with applicable law. With the exception of Participation Agreements filed on or before an Employee's first day of service, no Participation Agreement or amendment or modification thereto shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement or such amendment or modification is filed with the Administrative Service Agency. 2.2 Voluntary Participation. Participation in the Plan by Employees shall be voluntary. 2.3 Cessation of Participation. The participation of an Account Participant shall cease upon payment to the Account Participant of the entire value of his or her Plan Benefit or upon the Account Participant's death prior to such payment. 2.4 Corrective Action. If an individual is erroneously included or excluded from participation, corrective action will be taken as soon as administratively practicable to correct such erroneous inclusion or exclusion. 9 SECTION 3 AMOUNTS DEFERRED OR CONTRIBUTED 3.1 Participant Deferral and Contribution Authorization. (a) Initial Authorization. A Participant may elect to defer or contribute Compensation under the Plan by authorizing, on his or her Participation Agreement, regular payroll deductions that do not individually or in the aggregate exceed the limitations of Section 3.2. Unless otherwise designated under Section 3.1(c), any Amounts Deferred or Contributed under this Section 3.1(a) shall be treated as Before-Tax Deferrals. Any initial deferral election shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (b) Modifications. A Participant may increase or decrease the rate of deferral or contribution of his or her Compensation, and may make separate elections with respect to the increase or decrease of the rate of his or her Before-Tax Deferrals and Roth Contributions (to the extent applicable), within the limitations set forth in Section 3.2, as of any Enrollment Date by duly filing a new or modified Participation Agreement, or such other form authorized for such purpose by the Committee, with the Administrative Service Agency, which shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (c) Roth Contributions. To the extent that the Committee has resolved on or after January 1, 2011 to implement a Roth Program pursuant to Section 3.1(c) of Schedule A, a Participant shall be permitted to make Roth Contributions from his or her Compensation by designating a percentage of his or her initial authorization or modified authorization described in Sections 3.1(a) and 3.1(b) as Roth Contributions, which designation shall be effective as soon as administratively practicable for all future payroll periods until modified or suspended, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). For the avoidance of doubt, to the extent that the Committee has not resolved to implement a Roth Program pursuant to Section 3.1(c) of Schedule A, Participants shall not be permitted to make Roth Contributions and any provisions of the Plan as they relate to Roth Contributions, Roth Accounts, Rollover Contributions from Qualified Roth Contribution Programs and in-Plan rollovers into Roth Accounts shall not apply. (d) Discontinuance or Suspension. A Participant may discontinue or temporarily suspend his or her deferrals or contributions, and may make separate elections with respect to the discontinuance or suspension of his or her Before-Tax Deferrals and Roth Contributions (to the extent applicable), as of any specified Enrollment Date by giving notice thereof to the Administrative Service Agency. The Administrative Service Agency shall discontinue or suspend the deferral or contribution of Compensation as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). 10 (e) Deferrals and Contributions After a HEART Act Distribution or Unforeseeable Emergency Withdrawal. A participant's deferrals and contributions will be suspended for a period of six months following a distribution pursuant to the Section 414(u)(12)(B)(i) of the Code and, to the extent that the Committee has resolved to implement a suspension of deferrals after an Unforeseeable Emergency withdrawal pursuant to Section 3.1(e)of Schedule A, after a distribution due to an Unforeseeable Emergency withdrawal. 3.2 General Deferral and Contribution Limitations and Catch-Up Limitations. (a) In General. The aggregate amount of Before-Tax Deferrals and Roth Contributions(to the extent applicable)that may be deferred or contributed by a Participant for any pay period shall be a minimum of$10 and shall not exceed the lesser of: (i) An amount as may be permitted pursuant to Section 457(e)(15) of the Code, and (ii) 100%of the Participant's Includible Compensation for the Plan Year; provided, however, the maximum amount that a Participant may defer or contribute for any Plan Year may be calculated after accounting for mandatory and permissive payroll deductions, as reasonably determined by the Employer. (b) 457 Catch-Up. Notwithstanding the limitation in Section 3.2(a), a Participant may file an election in the manner required by the Administrative Service Agency to have the catch-up limitation as set forth in Section 3.2(b) apply to the determination of the maximum amount that may be deferred or contributed during one or more of the last three Plan Years ending before attainment of the Participant's Normal Retirement Age. If the catch-up limitation is elected, the maximum aggregate amount of Before-Tax Deferrals and Roth Contributions (to the extent applicable)that may be deferred or contributed for each of the Plan Years covered by the election shall not exceed the lesser of: (i) twice the dollar amount set forth in Section 3.2(a); and (ii) the sum of the limitations provided for in Section 3.2(a) for each of the Plan Years the Participant was eligible to participate in the Plan, minus the aggregate amount actually deferred or contributed for such Plan Years (disregarding any amounts deferred or contributed pursuant to Section 3.2(c)). A Participant may not elect to have Section 3.2(b) apply more than once, whether or not the Participant rejoins the Plan after a Severance from Employment. (c) Age 50 Catch-Up. All Participants who have attained age 50 before the close of a Plan Year and who are not permitted to defer or contribute additional Compensation pursuant to Section 3.2(b) for such Plan Year, due to the application of any limitation imposed by the Code or the Plan, shall be eligible to make additional catch-up contributions in the form of Before-Tax Deferrals, Roth Contributions or a combination thereof in accordance with, and subject to, the limitations of Section 3.2(c) of the Plan and Section 414(v) of the Code. Age 50 catch-up contributions pursuant to Section 3.2(c) shall not exceed the lesser of: 11 (1) the excess of 100% of Participant's Includible Compensation for the Plan Year over the sum of any other Amounts Deferred or Contributed by the Participant for such Plan Year; and (ii) an amount as may be permitted by Section 414(v)(2)(B) of the Code. (d) Dual Eligibility. Notwithstanding anything in Sections 3.2(b) and (c)to the contrary, if a Participant who is eligible to make an additional catch-up contribution under Section 3.2(c) for a Plan Year in which the Participant has elected to make a catch-up contribution under Section 3.2(b), such Participant is entitled to the greater of: (i) the 457 catch-up contribution amount under Section 3.2(b); and (ii) the age 50 catch-up contribution amount under Section 3.2(c). (e) USERRA. Notwithstanding the limitation provided for in Section 3.2(a), any Participant who is entitled to reemployment rights pursuant to USERRA and who is so reemployed in accordance with the provisions of such law may elect to make such additional deferrals or contributions as are permitted or required by USERRA. (f) Excess Deferrals and Contributions. In the event that any Amounts Deferred or Contributed under the Plan for any Plan Year exceed the limitations provided for in Section 3.2, any such excess deferrals or contributions shall be distributed to the Participant, with allocable net income, in the following order(unless otherwise directed by the Participant): first, from Before-Tax Deferrals and second, from Roth Contributions (to the extent applicable), as determined in accordance with methods and procedures established by the Administrative Service Agency as soon as practicable after the Administrative Service Agency determines that the amount was an excess deferral or contribution. Distributions under Section 3.2(f)will be reportable as taxable income to the extent required by applicable law. 12 SECTION 4 INVESTMENT OF AMOUNTS DEFERRED OR CONTRIBUTED AND ROLLOVER CONTRIBUTIONS 4.1 Remittance of Deferrals and Contributions. All Amounts Deferred or Contributed in accordance with Section 3 shall be paid by the applicable Employer as promptly as possible, but in no event later than two Business Days from the applicable payroll date,to the Trust Fund. Thereafter, Amounts Deferred or Contributed shall be invested by the Trustee in accordance with the investment instructions received by the Trustee from the Administrative Service Agency, within two Business Days following receipt by the Trust Fund of such Amounts Deferred or Contributed (or, if later, on the first Business Day coincident with or immediately following receipt by the Trustee of the investment instructions from the Administrative Service Agency related to such Amounts Deferred or Contributed). All such Amounts Deferred or Contributed shall be invested by the Trustee (in accordance with the investment instructions received from the Administrative Service Agency) in the Investment Options provided by one or more Financial Organizations appointed by the Committee in accordance with the Regulations, and shall be held, managed, invested and reinvested in accordance with the applicable agreement entered into by the Committee or the Trustee with each such Financial Organization. 4.2 Allocation of Deferrals and Contributions. A Participant who has enrolled in the Plan pursuant to Section 2 shall, by filing a direction with the Administrative Service Agency in writing or in such other manner as the Committee may authorize, specify the percentage (in multiples of one percent) of his or her Amounts Deferred or Contributed, that shall be allocated to each Investment Option made available by the Committee. A Participant's investment allocation elections shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions (to the extent applicable). 4.3 Continuation of Deferral and Contribution Allocation. Any deferral and contribution allocation direction given by a Participant shall be deemed to be a continuing direction until changed by the Participant. A Participant may change his or her deferral and contribution allocation direction with respect to future Amounts Deferred or Contributed, as of any Enrollment Date, by giving notice in writing or in such other manner as the Committee may authorize to the Administrative Service Agency prior to any Enrollment Date. Any change to a Participant's deferral and contribution allocation direction shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions (to the extent applicable). All such future deferrals and contributions shall be invested by the Trustee in the Investment Options in accordance with such changed direction. 4.4 Transfer of Assets Among Investment Options. (a) Transfer of Assets. As of any Valuation Date an Account Participant may direct the Administrative Service Agency, by giving notice in writing or in such other manner as the Committee may authorize, to liquidate his or her interest in any of the Investment Options and transfer the proceeds thereof to one or more other Investment Options in the proportions directed by such Participant. Account Participants may make separate transfer directions for their Before- Tax Deferral Accounts and Accounts relating to Rollover Contributions involving before-tax deferrals and their Roth Accounts and Accounts relating to Rollover Contributions involving 13 Roth contributions (to the extent applicable). Such direction must be made in accordance with the requirements and procedures established by the Committee and in effect at the time and in a multiple of one percent or one dollar increments of the Account Participant's interest in the applicable Investment Option. (b) Committee's Right to Reduce or Deny Transfer Request. If the Trustee or any Financial Organization appointed by the Committee advises the Committee, or the Committee otherwise determines, that it is not reasonably able to prudently liquidate the necessary amount and transfer it from one of the Investment Options to another, the amount to be transferred with respect to each Account Participant who duly requested such a transfer may be reduced in proportion to the ratio which the aggregate amount that the Trustee or the Financial Organization has advised the Committee may not prudently be so transferred bears to the aggregate amount that all Account Participants have duly requested be so transferred. Regardless of any Account Participant's investment direction, no transfer between Investment Options may be made in violation of any restriction imposed by the terms of the agreement between the Committee or the Trustee and a Financial Organization providing any Investment Option or of any applicable law. Notwithstanding anything in this Section 4.4(b) or the Plan to the contrary, the Committee, the Trustee or the Financial Organization shall have the right, without prior notice to any Account Participant, to suspend, for a limited period of time, daily transfers between and among Investment Options for one or more days if the Committee,the Trustee or the Financial Organization determines that such action is necessary or advisable (i) in light of unusual market conditions, (ii) in response to technical or mechanical problems with the Plan's or the Administrative Service Agency's record keeping systems, (iii) in connection with any suspension of normal trading activity on the New York Stock Exchange or other major securities exchange, (iv) as a result of strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or other similar events, losses or interruptions of power, other utility outages or malfunctions, or malfunctions in communications or computer services, in each case, that make it necessary or advisable to suspend trading activity, or(v) in accordance with Section 4.10. 4.5 Administrative Actions with Regard to Investment Directions. The Administrative Service Agency shall have the right to decline to implement any investment direction upon its determination that: (i)the person giving the direction is legally incompetent to do so; (ii) implementation of the investment direction would be contrary to the Plan or applicable law or governmental ruling or regulation including, Treasury Regulations; (iii) implementation of the investment direction would be contrary to a court order, including, a Qualified Domestic Relations Order; (iv) implementation of the investment direction would be contrary to the rules, regulations or prospectuses of the Investment Funds; or(v) implementation of the investment direction would be contrary to the investment guidelines or terms of any agreements applicable to the Stable Value Fund or any similar Investment Fund then available under the Plan. 4.6 Account Participant Responsibility for Deferrals, Contributions and Investment Allocations. Each Participant is solely responsible for the allocation of his or her Amounts Deferred or Contributed, and each Account Participant is solely responsible for the investment allocation of his or her Account, in each case, in and among the Investment Options. Each Account Participant shall assume all risk in connection with the allocation of amounts in and among the Investment Options and for any losses incurred or deemed to be incurred as a result of 14 the Account Participant's allocation or failure to allocate any amount to an Investment Option or any decrease in the value of any Investment Option. Neither the Committee, any Trustee, any Employer nor the Administrative Service Agency is empowered to advise a Participant as to the manner in which the Account Participant's Account shall be allocated among the Investment Options. The fact that a particular Investment Option is available to Participants for investment under the Plan shall not be construed by any Account Participant as a recommendation for investment in such Investment Option. If the Committee elects to make available investment guidance services or investment advice services to Account Participants, such services shall be utilized only at the voluntary election of the Account Participant and shall not limit the Account Participant's responsibility under Section 4.6 for the allocation of his or her Accounts in and among the Investment Options. 4.7 Investment Allocation of Alternate Payee Accounts. Notwithstanding any other provision of the Plan, during any period when an Alternate Payee Account is created and segregated on behalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order from the Accounts of the related Participant, the Alternate Payee shall be entitled to direct the allocation of investments of such Alternate Payee Account in accordance with Sections 4.2 and 4.4, as applicable, and shall be subject to the provisions of Sections 4.5 and 4.6, but only to the extent provided in such order. In the event that an Alternate Payee fails to specify an investment direction on the date of creation of the Alternate Payee Account pursuant to Section 4.9, such Alternate Payee's Alternate Payee Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account(to the extent applicable) and Rollover Accounts on such date and, except as otherwise provided by the Qualified Domestic Relations Order, shall remain invested in accordance with such initial allocation until the Alternate Payee directs otherwise or until such time as the Alternate Payee ceases to have an Alternate Payee Account under the Plan by reason of distribution or otherwise. 4.8 Investment Allocation of Beneficiary Accounts. Notwithstanding any other provision of the Plan, during any period following the death of a Participant and prior to distribution of the entire Plan Benefit of such Participant, such Participant's Beneficiary shall be entitled to direct the allocation of investments of such Plan Benefit in accordance with Section 4.4 or, as applicable, his or her proportional interest in such Plan Benefit, in accordance with Section 4.4 and shall be subject to the provisions of Sections 4.5 and 4.6 In the event that a Beneficiary fails to specify an investment direction on the date of creation of the Beneficiary Account pursuant to Section 4.4, such Beneficiary's Beneficiary Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account (to the extent applicable) and Rollover Accounts on such date. 4.9 Initial and Ongoing Investment Allocation with respect to Rollover Contributions and Section 457 Transfers. Unless otherwise directed by the Account Participant, the same deferral and contribution allocation direction applicable to an Account Participant pursuant to Section 4.2 or 4.3, as applicable, shall apply to all Section 457 Transfers and Rollover Contributions. Notwithstanding the foregoing, in accordance with procedures established by the Administrative Service Agency, an Account Participant may make an alternative initial allocation election in accordance with the procedures set forth in Section 4.4 for any applicable Section 457 Transfer or Rollover Contribution. Thereafter, such Account Participant may direct the Administrative Service Agency to liquidate his or her interest in any of the Investment Options and transfer the 15 proceeds thereof to one or more other Investment Options in accordance with Section 4.4 (in each case subject to the limitations set forth in Sections 4.5 and 4.6). All Rollover Contributions shall be invested by the Trustee in the Investment Options in accordance with such directions as soon as administratively practicable. 4.10 Fund Mapping or Similar Activity. Notwithstanding anything in Section 4 to the contrary, if the Committee eliminates one or more of the Investment Funds or Investment Options or undertakes similar activity on behalf of the Plan,the Committee shall be authorized to liquidate without an Account Participant's consent and without the need for prior notice to the Account Participant the portion of each Account invested in such eliminated Investment Fund or Investment Option and direct the proceeds of such liquidation in one or more remaining or replacement Investment Funds or Investment Options in accordance with such liquidation and transfer procedures as the Committee may determine to be necessary or advisable in connection with such elimination. 16 SECTION 5 ROLLOVERS 5.1 Transfer from Another Governmental 457 Plan. Compensation previously deferred or contributed by(or contributed on behalf of) a Participant, a Beneficiary or a spousal Alternate Payee pursuant to another eligible deferred compensation plan under Section 457 of the Code maintained by another employer described in Section 457(e)(1)(B) of the Code shall be accepted for a plan-to-plan transfer to the Plan by the Trustee in the form and in the manner prescribed by the Committee. All such Section 457 Transfers shall be credited to the applicable Account Participant's corresponding Before-Tax Deferral Account or Roth Account (to the extent applicable), or a combination thereof and shall be invested in accordance with Section 4.9. 5.2 Acceptance of Assets from an Eligible Retirement Plan. (a) Rollover Contributions in General. Amounts previously deferred or contributed by (or contributed on behalf of) a Participant, a Beneficiary or a spousal Alternate Payee under another Eligible Retirement Plan (other than a Roth IRA)that(i) are distributed to the Participant, the Beneficiary or the spousal Alternate Payee or(ii) are directly rolled over to the Plan as an eligible rollover distribution from such Eligible Retirement Plan, may be accepted as a Rollover Contribution by the Trustee in the form and in the manner specified by the Administrative Service Agency;provided, that Rollover Contributions of amounts from a Qualified Roth Contribution Program may be contributed only to the extent that the Committee has resolved to implement a Roth Program pursuant to Section 3.1(c) of Schedule A and any such contributions must be directly rolled over to the Plan. Notwithstanding the foregoing, other than Rollover Contributions from a Qualified Roth Contribution Program as described in the preceding sentence, the Administrative Service Agency shall not accept any Rollover Contribution, or any portion thereof, that represents deferrals or contributions under another Eligible Retirement Plan that were made from compensation that was included in the Participant, Beneficiary or spousal Alternate Payee's gross income in the year the amounts were deferred or contributed. The Administrative Service Agency may require such documentation from the distributing Eligible Retirement Plan as it deems necessary to effectuate the rollover in accordance with section 402 of the Code and to confirm that such plan is an Eligible Retirement Plan. (b) Written Request; Acceptance of Assets. The Administrative Service Agency, in accordance with the Code and procedures established by the Committee, shall, as soon as practicable following its receipt of the written request of a Participant, a Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee, determine whether the Rollover Contribution shall be accepted by the Plan. Any written request filed by a Participant, a Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee pursuant to Section 5.2(a) shall set forth the fair market value of such Rollover Contribution and a statement in a form satisfactory to the Administrative Service Agency that the amount to be transferred constitutes a Rollover Contribution. In the event the Administrative Service Agency permits the transfer of the Rollover Contribution, the Trustee shall accept such Rollover Contribution and the transfer of such Rollover Contribution shall be deemed to have been made on the Valuation Date next following the date on which it was paid to the Trust Fund. 17 (c) Rollover Account. The Rollover Contribution shall be maintained in a separate, fully vested Rollover Account for the benefit of the contributing Participant or the Beneficiary and, in the case of a spousal Alternate Payee, the Alternate Payee Account, and shall be invested in accordance with the investment direction of the applicable Account Participant pursuant to Section 4.9. All amounts so transferred shall be credited to the Account Participant's Rollover Account or Alternate Payee Account and shall be available for distribution at any time during the Plan Year. No other contributions shall be allocated to the Rollover Account. Any Rollover Contributions of amounts from a Qualified Roth Contribution Program shall be segregated and held in a separately designated and maintained Rollover Account from those amounts not from a Qualified Roth Contribution Program. At the election of the Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee, any Rollover Contributions or 457 Transfers from an eligible deferred compensation plan under Section 457(b) of the Code may be held in separately designated and maintained Rollover Accounts for 457(b) Rollover Contributions;provided that any such amounts from a Qualified Roth Contribution Program and any such amounts not from a Qualified Roth Contribution Program shall be segregated and held in separately designated and maintained 457(b)Rollover Accounts. 5.3 Form of 457 Transfer or Rollover Contribution. Each 457 Transfer and Rollover Contribution shall consist only of(i) cash and (ii)to the extent that the Employer has resolved to adopt a loan program pursuant to Section 7.3 of Schedule A, solely with respect to 457 Transfers and Rollover Contributions from another eligible deferred compensation plan under Section 457 of the Code maintained by a Public Employer or the Deferred Compensation Plan for Employees of the State of New York and Other Participating Jurisdictions, any outstanding loan to the applicable Account Participant under the transferring or distributing 457 plan,provided that (A) such outstanding loan will be subject to the same terms and conditions as in place under the transferring or distributing 457 plan, (B) an Account Participant may not make a Rollover Contribution that includes an outstanding loan unless the entire amount of such Account Participant's plan benefit under the transferring or distributing 457 plan is contributed into the Plan, (C)the source of the outstanding loan disbursement under the transferring or distributing 457 plan must have been from before-tax deferrals, and (D) the Account Participant does not have a loan outstanding, or a defaulted loan that has not yet been repaid, under the Plan at the time of the 457 Transfer or Rollover Contribution. 5.4 Rollover of Assets to Purchase Retirement Service Credit. With respect to trustee-to- trustee transfers, a Participant or Beneficiary may elect, in accordance with procedures established by the Committee, to have all or any portion of the value of his or her Account transferred to the trustee of a defined benefit governmental plan as described in Section 414(d) of the Code;provided, however, that such transfer is for the purchase of permissive service credit (as defined in Section 415(n)(3)(A) of the Code) under such plan or a repayment of contributions and earnings with respect to a forfeiture of service under such plan. 18 SECTION 6 ACCOUNTS AND RECORDS OF THE PLAN 6.1 Participant Accounts. (a) In General. The Administrative Service Agency shall establish and maintain one or more Accounts for each Participant, including a Before-Tax Deferral Account, a Roth Account (to the extent applicable)and, as necessary, one or more Rollover Accounts (including a segregated Rollover Account relating to contributions from a Qualified Roth Contribution Program, to the extent applicable)with respect to each Participant. Each Account shall record the value of the portion of the Participant's Plan Benefit allocable to that Account, the value of the portion of his or her Plan Benefit, if any,that is invested in each Investment Option (both in the aggregate and by Account) and other relevant data pertaining thereto. With respect to each Participant, all Amounts Deferred or Contributed, all Section 457 Transfers and all Rollover Contributions shall be credited to his or her Before-Tax Deferral Account, Roth Account or Rollover Account, as applicable. (b) Written Statement. Each Account Participant shall be furnished with a written statement of his or her Accounts (including the value of the interest he or she has, if any, in each Investment Option and the amount of and explanation for each allocation to or deduction from his or her Accounts) at least quarterly, which statement shall be delivered in a manner prescribed by the Committee. 6.2 Beneficiary Accounts. The Administrative Service Agency shall establish and maintain one or more Beneficiary Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts (to the extent applicable), and Rollover Accounts with respect to each Beneficiary of a deceased Participant. Each such Account shall record the value of the portion of the deceased Participant's Plan Benefit allocable to each of the Beneficiary's Accounts, the value of the portion of the Plan Benefit, if any, that is invested in each Investment Option (both in the aggregate and by Account) and other relevant data pertaining thereto. Each Beneficiary shall be furnished with a written statement of his or her Accounts in the same manner set forth in Section 6.1(b). 6.3 Alternate Payee Accounts. The Administrative Service Agency shall establish and maintain one or more Alternate Payee Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts (to the extent applicable), and Rollover Accounts with respect to each Alternate Payee. The Alternate Payee Account shall separately account for all amounts received (i) from the Participant's Rollover Account and (ii) from all amounts rolled into the Plan by a spousal Alternate Payee, pursuant to Section 5.1 or 5.2. Each such Account shall record the value of the portion of the Participant's Plan Benefit allocable to the Alternate Payee's Account, the value of the portion of the Plan Benefit, if any, that is invested in each Investment Option (both in the aggregate and by Account) and other relevant data pertaining thereto. Each Alternate Payee shall be furnished with a written statement of his or her Alternate Payee Accounts in the same manner set forth in Section 6.1(b). 6.4 Allocations and Credits. The establishment and maintenance of, or allocations and credits to, the Account of any Account Participant shall not vest in such Account Participant or 19 Beneficiary of a Participant any right, title or interest in and to any Trust Fund assets or Plan benefits except at the time or times and upon the terms and conditions and to the extent expressly set forth in the Plan and the Trust Agreement and, in the case of an Alternate Payee Account, the express terms of the Qualified Domestic Relations Order. 6.5 Plan Benefit and Trust Fund. (a) Plan Benefit Defined. As of the close of each Valuation Date, the Plan Benefit of an Account Participant shall equal the aggregate value of his or her Accounts as of such Valuation Date. As of any date that is not a Valuation Date, a Participant's Plan Benefit shall be calculated in accordance with the previous sentence as of such date, but based upon the value of the Account Participant's Accounts as of the close of the most recent Valuation Date. The value • of an Account as of a Valuation Date shall be calculated as of each Valuation Date in accordance with a methodology established by the Committee and reasonably and consistently applied to all similarly situated Account Participants and shall be based upon an Account Participant's aggregate deferrals and contributions to the Trust Fund and distributions and withdrawals from the Trust Fund, the investment performance of the Investment Options in which each Account has been allocated, and any fees, credits or debits allocable to each Account. As of each Valuation Date, each Account shall be adjusted to reflect all Units or dollars credited and Units or dollars distributed, withdrawn or deducted therefrom in accordance with the terms of the Plan and the Trust Agreement. The aggregate Plan Benefit of all Account Participants shall in no event exceed the value of the assets of the Trust Fund and may be less than such value to the extent of any unallocated expense, reserve or similar account maintained as part of the Trust Fund. (b) Investment Options and Investment Funds. The Trust Fund shall be invested at the direction of Account Participants, in accordance with Section 4, in and among the Investment Options made available through the Plan from time to time by the Committee. Investment Options may include (i) one or more Investment Funds, (ii) a brokerage account or similar investment window through which Account Participants may direct the investment of their Accounts into Mutual Funds (as defined below) or other available investment products that the Committee designates as available for investment through such window, (iii) an individual participant loan fund to record the value of an outstanding loan made to a Participant in accordance with Section 7.3, and (iv) any other investment alternative that the Committee may make available through the Plan. Investment Funds may consist of open-end investment companies registered under the Investment Company Act of 1940, as amended ("Mutual Funds"), separately managed accounts, unregistered commingled funds, group or commingled trusts, or any combination thereof as approved from time to time by the Committee for the investment of the assets of the Trust Fund. 20 SECTION 7 WITHDRAWALS FOR UNFORESEEABLE EMERGENCIES; WITHDRAWALS OF SMALL AMOUNTS; LOANS 7.1 Distribution for an Unforeseeable Emergency. (a) Amount of Distribution for an Unforeseeable Emergency. Upon a showing by a Participant of an Unforeseeable Emergency, the Administrative Service Agency may, permit a payment to be made to the Participant in an amount which does not exceed the lesser of(i)the amount reasonably needed to meet the financial need created by such Unforeseeable Emergency, including estimated income taxes and (ii) an amount which, together with any prior distribution or withdrawal, does not exceed the value of the Participant's Plan Benefit determined as of the most recent Valuation Date. Any such payment shall be made from the Trust Fund by the Trustee upon the direction of the Administrative Service Agency and shall be withdrawn by the Trustee pro rata from the Investment Funds in which the Participant has an interest, unless the Participant specifies in the request for such a payment the portion of the total amount to be withdrawn by the Trustee from each Investment Fund. The Participant shall designate the amount of the distribution that will come from his or her Before-Tax Deferral Account and from his or her Roth Account in accordance with procedures established by the Administrative Service Agency. All payments shall be made in one lump cash sum within sixty days after approval of the request. (b) Evidence of Other Relief. A Participant must provide evidence that the amount requested for an Unforeseeable Emergency may not be fully relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of a Participant's other non-Plan assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or(iii)by cessation of deferrals and contributions under the Plan. 7.2 Distribution from a Small Inactive Account. (a) Elective Distribution. An Account Participant with a Plan Benefit, not including the amount in the Participant's Rollover Accounts, of$5,000 or less (or such greater amount as may be permitted by Section 401(a)(11) of the Code) may elect at any time to receive a lump sum distribution, not to exceed $5,000 of his or her Account and Rollover Account, which distribution will be made in accordance with procedures established by the Administrative Service Agency,provided that both of the following conditions have been met: (i) there has been no Amount Deferred or Contributed by such Participant during the two-year period ending on the date of distribution; and (ii) there has been no prior distribution made to such Participant pursuant to this Section 7.2. (b) Automatic Distribution. With respect to a Participant or an Alternate Payee whose Plan Benefit, including any amounts attributable to an in-Plan Rollover Contribution to a Roth Account pursuant to Section Error! Reference source not found., but not including any amounts in the Participant or Alternate Payee's Rollover Accounts, does not exceed the amount set forth in Section 7.2(a), if and to the extent that the Committee has resolved to provide for 21 automatic distributions pursuant to Section 7.2(b) of Schedule A, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account as soon as practicable, to the extent provided in Section 7.2(b) of Schedule A: (i) following the Participant's Severance from Employment and (ii) upon an Account Participant's Plan Benefit falling below the value set forth in Section 7.2(b) of Schedule A, to the extent that the requirements of Section 7.2(a) are met;provided, however, that in the event any such distribution is greater than $1,000, if the participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the participant in a direct rollover or to receive the distribution directly in accordance with Section 8.1(b), then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee; and provided further, that such distribution shall made in accordance with the requirements of Section 401(a)(31) of the Code. 7.3 Loans. To the extent the Committee has resolved to adopt a loan program pursuant to Section 7.3 of Schedule A, this Section 7.3 shall apply. (a) Eligibility. Participants who are active Employees, and, if the Committee shall determine, Participants who are on an approved leave of absence from their Employer, shall be eligible to request a Plan loan. Each Participant shall have only one outstanding Plan loan at any time. Upon the request of a loan-eligible Participant, the Administrative Service Agency may, on such terms and conditions prescribed herein, direct the Trustee to make a Plan loan to such loan-eligible Participant. (b) Loan Amount. The principal amount of any Plan loan shall be for an amount equal to at least$1,000, or such other amount as the Committee shall determine, and shall not exceed the lesser of: (i) 50%of the value of the sum of the Participant's Accounts (including his or her Before-Tax Deferral Account and Roth Account (to the extent applicable)); and (ii) $50,000 reduced by the highest value in the last twelve months of any loans by the Participant from the Plan and other Eligible Retirement Plans sponsored by the Employer or in which the Employer participates. (c) Repayment Period. All Plan loans, other than those for the purpose of acquiring the dwelling unit which is, or within a reasonable time shall be, the principal residence of the Participant, shall be repaid over a non-renewable repayment period of five years. A Plan loan made for acquiring a principal residence shall be repaid over a non-renewable repayment period of up to 15 years, or such shorter term as the Committee shall determine. Any Plan loan shall be repaid in substantially equal installments of principal and accrued interest that shall be paid at least monthly or quarterly, as specified by the Committee, subject to the methods and procedures as shall be determined by the Administrative Service Agency. (d) Rate of Interest. Each Plan loan granted shall bear a rate of interest equal to one percentage point above the prime interest rate as published in the Wall Street Journal on the last 22 Business Day of the month preceding the application for the loan, or such other reasonable rate of interest as the Committee shall determine. (e) Source of Loans; Security. The Committee shall be required to designate under Section 7.3(e) of Schedule A the source(s) of Plan loans. Plan loans shall be made solely from the source(s) designated by the Committee. All Plan loans shall be made from the Trust Fund and notes evidencing such obligations shall be considered assets of the Trust Fund and shall be treated as a separate loan investment fund for purposes of determining the value as of any Valuation Date of a Participant's Accounts. All Plan loans shall be secured, as of the date of the Plan loan, by the sum of(i)the Participant's Before-Tax Deferral Account and Roth Account(to the extent applicable) and (ii)the Participant's Rollover Accounts, if applicable,provided, however, that no more than 50%of the aggregate value of such Participant's Accounts shall be used as security for the Plan loan. (f) Default. If a Participant fails to make any scheduled repayment of his or her Plan loan within the Loan Grace Period, such Participant shall be considered in default and the Administrative Service Agency shall declare a deemed distribution to have occurred with respect to such Plan loan, effective as of the date of the default and shall reduce the value of the Participant's Plan Benefit by the amount of the deemed distribution. Notwithstanding anything in Section 7.3 to the contrary, a Participant who has defaulted on a loan made under the Plan shall not be eligible to obtain another loan hereunder until the defaulted loan and accrued interest has been repaid, and the new loan shall be subject to any other limitations required under Section 1.72(p) of the Treasury Regulations. (g) Outstanding Loans. An outstanding loan shall include (i) any loan that is being repaid in compliance with Section 7.3 until repaid in full and (ii) any loan that is considered in default until subsequently repaid in full. (h) Administration and Fees. The Committee may establish or change from time to time the standards or requirements for making any Plan loan, including assessing an administrative fee against the Participant or the Participant's Account for such Plan loan. 7.4 Death Prior to Distribution of Proceeds. If a Participant dies prior to the payment of any withdrawal for an Unforeseeable Emergency, distribution of a small inactive account or disbursement of the proceeds of any Plan loan, the Participant's withdrawal, distribution or loan request shall be void as of the date of death and no withdrawal, distribution or disbursement shall be made by operation of Section 7 to the Participant's Beneficiary or estate. 23 SECTION 8 DISTRIBUTIONS FROM THE PLAN AND OTHER ELIGIBLE RETIREMENT PLANS 8.1 Distributions to Participants. (a) Eligibility for Distribution. A Participant will become eligible to receive a distribution of his Plan Benefit upon the occurrence of any of the following events: (i)the Participant's Severance from Employment with the Employer; (ii) the Participant's attainment of age 70'/2; provided, however,that for purposes of this Section 8, a Participant will be deemed to have had a Severance from Employment during any period he or she is performing service in the uniformed services described in Section 3401(h)(2)(A) of the Code; . Except as otherwise provided in Section 7, a Participant may not receive distribution of his or her Plan Benefit at any time prior to the occurrence of one of the foregoing events. (b) Distributions to Participants. Upon a Participant's eligibility for a distribution pursuant to Section 8.1(a), the Participant shall be entitled to receive his or her Plan Benefit, which shall be paid in cash by the Trustee from the Trust Fund in accordance with one of the methods described in Section 8.1(c) and as of the commencement date elected by the Participant in accordance with the procedures prescribed Section 8.1(e). (c) Distribution Options. Subject to Section 8.6, any payment made under this section shall be made in one of the following methods, as the Participant (or, in the case of the death of a Participant, his or her Beneficiary) may elect any of the following: (i) A total or partial lump sum payment. Any partial lump sum payment shall be an amount of at least the Minimum Lump Sum Amount, and the number of partial lump sum payments in any Plan Year may not exceed the Maximum Annual Number of Partial Distributions. (ii) Periodic monthly, quarterly, semi-annual or annual installment payments; provided, however, that a Participant (or, in the case of the death of a Participant, his or her Beneficiary) may elect to receive (A) an initial installment payment in a specified amount and (B)the balance of his or her Account in periodic monthly, quarterly, semi-annual or annual installment payments. Any installment payment made pursuant to Section 8.1(c)(ii) shall be at least the Minimum Installment Amount. If the balance of the Participant's Account and Rollover Account is less than such amount, then the payment will equal the total amount of the Participant's Account and Rollover Account. Installment payments may consist of(A) fixed amounts paid on each payment date as designated by the Participant (or in the case of the death of a Participant, his or her Beneficiary), or(B) formulaic amounts determined by the Administrative Service Agency, based on a fixed period designated by the Participant (or in the case of the death of a Participant, his or her Beneficiary), calculated by dividing the Plan Benefit on the date of the payment by the number of payments remaining during the fixed period. 24 (iii) A Participant who elects to receive installment payments or who is currently receiving installment payments pursuant to Section 8.1(c)(ii) may elect, subject to any limitations set forth by the Committee and in accordance with procedures established by the Administrative Service Agency,to receive a portion of his or her Account distributed in a lump sum;provided, however, that no lump sum payment shall be less than the Minimum Lump Sum Amount; and provided further, that the number of such elections in any Plan Year may not exceed the Maximum Annual Number of Partial Distributions, as set forth in Section 8.1(c) of Schedule A. Such lump sum payments shall not result in a discontinuation of subsequent installment payments;provided, however, that such subsequent payments may be redetermined in accordance with methods and procedures established by the Administrative Service Agency. (iv) A Participant who is an eligible retired public safety officer, as defined in Section 402(1) of the Code, may elect, at the time and in the manner prescribed by the Administrative Service Agency,to have up to $3,000 per year(or such greater amount as may be permitted under applicable guidance issued by the Internal Revenue Service) of amounts from his or her Before-Tax Deferral Account distributable under the Plan used to pay qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents. Such amounts are excludible from the Participant's gross income to the extent the qualified health insurance premiums are paid directly to the provider of the accident or health plan or long-term care insurance contract (determined in accordance with Section 402(1) of the Code) by deduction from a distribution to the Plan. (v) For each distribution election under Section 8.1(c), a Participant shall designate the percentage of each distribution that will come from his or her Before-Tax Deferral Account and the percentage that will come from his or her Roth Account (to the extent applicable). For the avoidance of doubt, for purposes of the limitations and restrictions described in this Section 8.1(c), each distribution election made by a Participant and each payment made in accordance thereto shall be deemed to be one election and one payment, even if payment is made both from the Participant's Before-Tax Deferral Account and from his or her Roth Account (to the extent applicable). Notwithstanding the foregoing, a Participant may not elect an installment period extending beyond the longest of(A)his or her life expectancy, (B) if his or her designated Beneficiary is his or her Spouse, the life expectancy of the Participant and his or her Spouse and (C) if his designated Beneficiary is not his or her Spouse, the life expectancy determined using the applicable table contained in the applicable Treasury Regulation. (d) Calculation of Payments. (i) If a Participant elects a total lump sum payment, pursuant to Section 8.1(c)(i), the Participant's Plan Benefit shall be determined as of the Valuation Date coincident with or last preceding the date on which the Plan Benefit is 25 withdrawn from the Investment Options and liquidated for distribution. Such liquidated amount (i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and (ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (ii) If a Participant elects to receive a partial lump sum payment pursuant to Section 8.1(c)(i) or(iii), installment payments pursuant to Section 8.1(c)(i), or payment of qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents pursuant to paragraph Section 8.1(c)(iv), any remaining balance in such Participant's Accounts shall continue to participate in the investment performance of the Investment Options in which such amounts are invested and to bear its allocable share of administrative and investment expenses until the Valuation Date coincident with or last preceding the date on which such Plan Benefit amounts are withdrawn from the Investment Funds and liquidated for distribution;provided, however, that the amount of the installments need not be redetermined to reflect changes in the value of the Account more frequently than annually. All such redeterminations shall be made by the Administrative Service Agency in accordance with procedures of uniform application. Any amount liquidated for purposes of an installment payment(i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and (ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (e) Distribution Election. In the case of the Participant's Severance from Employment with the Employer, a distribution election made by the Participant shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence; provided, however, that any such payments that would result in an account balance of less than $500 may not commence earlier than at the end of the Distribution Waiting Period;provided, further that the timing of any distribution must be in compliance with Section 8.6. Subject to Section 8.6, a Participant who is receiving distributions under the Plan may change both the timing and the method of payment elected subject to any limitations set forth by the Committee and in accordance with procedures established by the Administrative Service Agency. (f) Rollover Accounts. Notwithstanding any other provision of Section 8.1, a Participant who has one or more Rollover Accounts shall be permitted to withdraw all or any portion of such Rollover Accounts at any time during a Plan Year;provided that such withdrawal shall be paid pursuant to a method of payment elected by the Participant in accordance with Section 8.1(c) and the value of such Rollover Accounts shall be determined is accordance with Section 8.1(d). 8.2 Distributions to Beneficiaries. If a Participant dies before distribution of his or her Plan Benefit has commenced, a distribution election made by the Beneficiary shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence. If a Participant dies at any time before his or her entire Plan Benefit has been distributed, then the Participant's Beneficiary may make subsequent distribution elections as provided in Section 8.1(c). Notwithstanding the foregoing, any distribution to a Beneficiary shall be made in 26 accordance with the provisions of Section 401(a)(9) of the Code and subject to Sections 8.6(d) and (e). 8.3 Distributions to Alternate Payees. A distribution to an Alternate Payee may be paid in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order and the close of all appeals to the Qualified Domestic Relations Order if the Alternate Payee consents to such lump sum distribution. In the event that the Alternate Payee does not consent to receive his or her distribution in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order, the Alternate Payee may make an election to receive a distribution any time after the Earliest Retirement Date, subject to any requirements of Section 401(a)(9) of the Code and Section 8.1(c), by filing a distribution election specifying the form of payment as provided in Section 8.6 and the date on which payments shall commence. 8.4 Eligible Rollover Distributions. (a) Participant Rollover Distributions. In connection with a Participant's Severance from Employment, the Distributee may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an Eligible Retirement Plan;provided that such other plan provides for the acceptance of such amounts by the trustee. The Plan shall provide written information to Distributees regarding Eligible Rollover Distributions to the extent required by Section 402(f)of the Code. (b) Beneficiary Rollover Distributions. Upon a Participant's death, a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an individual retirement arrangement(as defined in Section 7701(a)(37) of the Code)that is established for the purpose of receiving the distribution on behalf of such Beneficiary. (c) Roth IRA Rollover Distribution. In connection with a Participant's Severance from Employment or upon a Participant's death, as the case may be, a Participant or a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution rolled over to a Roth individual retirement arrangement (as defined in Section 7701(a)(37) of the Code, and designated as a Roth arrangement at the time of its establishment). Such amounts will be included in gross income as if the distribution had been made to such Participant or Beneficiary. 8.5 Withholding. The Trustee shall withhold or cause to be withheld from any amounts withdrawn or distributed all federal, state, city or other taxes as shall be required pursuant to any law or governmental ruling or regulation, including Treasury Regulations. 8.6 Required Minimum Distributions. 27 (a) In General. Notwithstanding any other provision of the Plan to the contrary (except Section 8.6(b)), all distributions under the Plan shall be in accordance with the minimum distribution and timing requirements of Section 401(a)(9) of the Code (including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code) and the final Treasury regulations under Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, which are incorporated herein by reference. Such provisions shall override any distribution options in the Plan that may be inconsistent with Section 401(a)(9) of the Code. Any distributions made pursuant to this Section 8.6 in order to comply with Section 401(a)(9) of the Code shall be charged against the Account or Accounts of the Account Participant in such manner as designated by the Account Participant in accordance with procedures established by the Administrative Service Agency;provided, however, that if no such designation is made, such distributions shall be charged first against the Before-Tax Deferral Account, second against the Roth Account(to the extent applicable), third against the Rollover Account or Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program, and fourth against the Rollover Account or Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program (b) 2009 Waiver. Notwithstanding anything to the contrary in Section 8.6, an Account Participant who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H) of the Code ("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are (i) equal to the 2009 RMDs or(ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs)made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's Beneficiary, or for a period of at least 10 years, will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. (c) Distributions During Participant's Life. The Plan Benefit of a Participant shall be distributed (or commence to be distributed)to such Participant as soon as practicable after the Required Beginning Date. If the Participant has not made an election pursuant to Section 8.1(c) prior to such Required Beginning Date, then the Plan Benefit shall be distributed in the form of installment payments commencing on the Required Beginning Date. (d) Death of a Participant Before the Required Beginning Date. (i) If a Participant dies before his Required Beginning Date, the remaining portion (if any) of such Participant's Plan Benefit shall be distributed to his or her Beneficiary (or if the Participant has no Beneficiary, his or her Surviving Spouse or estate, as determined under Section 9.2)no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death (determined without regard to 2009), except as set forth in Sections 8.6(d)(i)(a) or (a) as follows: (a) The Beneficiary may elect to receive a distribution of the Plan Benefit over a period not exceeding the life expectancy of the Beneficiary; 28 provided that the distribution commences no later than December 31 of the calendar year immediately following the calendar year in which the Participant dies; or (b) If the sole Beneficiary is the Participant's Surviving Spouse, such Surviving Spouse may elect to receive a distribution of the Account over a period not exceeding the life expectancy of the Surviving Spouse (determined as of the date such payments commence);provided that the distribution commences on or before the later of December 31 of the calendar year immediately following the calendar year in which the Participant dies or December 31 of the calendar year in which the Participant would have attained age 70 '/2;provided,further, that if the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse commence, Section 8.6(d) (with the exception of Section 8.6(d)(i)(a)) shall apply as if the Surviving Spouse were the Participant. (ii) The Beneficiary may elect to receive payment of the Plan Benefit as a lump sum or in annual, monthly or quarterly installment payments. (e) Death After Required Beginning Date and After Commencement of Distributions_ If a Participant dies on or after the Required Beginning Date, but before his or her entire Plan Benefit is distributed to him or her, the unpaid portion of his or her Plan Account shall be distributed as follows: (i) If the Participant has a designated Beneficiary, the longer of the remaining life expectancy of the Participant's Beneficiary and the remaining life expectancy of the Participant determined in accordance with Section 1.409(a)(9)-5 of the Treasury Regulations; or (ii) If the Participant does not have a designated Beneficiary, the remaining life expectancy of the Participant determined in accordance with Section I.409(a)(9)-5 of the Treasury Regulations; provided, however, that if a Beneficiary so elects, the Participant's remaining Plan Benefit may be paid to the Beneficiary at any time in a lump sum so long as the entire Plan Benefit is paid at least as rapidly as it would be paid under Section 8.6(e)(i). (f) Alternate Payee Accounts. In the case of any Alternate Payee Account, payments to the Alternate Payee must be made in accordance with the Plan and Section 401(a)(9) of the Code. 8.7 Special Proceeds. If the Plan receives Special Proceeds (as defined below)that are allocable to an Account Participant who has received a final distribution of his or her entire Plan Benefit, then the Plan shall distribute such Special Proceeds to the former Participant, Beneficiary, or Alternate Payee (or in accordance with Section 9.2, if the Participant is deceased and no Beneficiary designation was in effect at the time of the Participant's death, or to the estate of Beneficiary or Alternate Payee, as applicable, if such person is deceased) in a lump sum as 29 soon as practicable after the Plan receives such Special Proceeds unless, at the time of such mandatory distribution, the value of such distribution would exceed $1,000. For purposes of Section 8.7, "Special Proceeds" means amounts attributable to a settlement of any dispute or controversy related to any of the assets previously attributable to any Account of the former Participant, Beneficiary, or Alternate Payee or any other amounts allocable under the Plan to a former Participant, Beneficiary, or Alternate Payee relating to an adjustment to the amount or value of any such Account. 8.8 In-Plan Rollover to Roth Account. (a) A Participant who has not severed employment or a spousal Alternate Payee would be permitted to have all or any portion of the Participant's Plan Benefit not otherwise distributable under the Plan, and not attributable to Roth Contributions or outstanding loans, directly rolled over into a separately maintained Account within his or her Roth Account. Any such amounts will be included in gross income as if the distribution had been made to such Participant or spousal Alternate Payee. After a Participant or spousal Alternate Payee has made an in-Plan rollover into a Roth Account, such Participant or spousal Alternate Payee may elect to take distributions from such Account in accordance with Sections 8.1 or 8.3. (b) Upon any distribution event pursuant to which a Participant, a Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee would be permitted to have all or any portion of the Participant's Plan Benefit that qualifies as an Eligible Rollover Distribution rolled over into another Eligible Retirement Plan, such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to have the portion of such Eligible Rollover Distribution that is not attributable to Roth Contributions or outstanding loans directly rolled over into a separately maintained Account within his or her Roth Account. Any such amounts will be included in gross income as if the distribution had been made to such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee. After a Participant, Beneficiary who is a Participant's Surviving Spouse or spouse Alternate Payee has made an in-Plan rollover into a Roth Account, such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to take distributions from such Account in accordance with any of the distribution options set forth in Section 8.1(c). (c) The provisions in Section 8.8 shall be administered in accordance with procedures established by the Administrative Service Agency and shall be interpreted and administered in accordance with and subject to Section 402A(c)(4) of the Code and any rules, regulations or other guidance issued by the Internal Revenue Service in relation thereto. 30 SECTION 9 DESIGNATION OF BENEFICIARIES 9.1 Written Designation of Beneficiaries. Each Participant shall file with the Administrative Service Agency a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Plan Benefit, if any, payable under the Plan upon his or her death. A Participant may from time to time revoke or change his or her Beneficiary designation without the consent of any prior Beneficiary by filing a new written designation with the Administrative Service Agency. The last such designation received by the Administrative Service Agency"in good order" shall be controlling;provided, however, that no designation or change or revocation thereof shall be effective unless received by the Administrative Service Agency in good order prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. For purposes of Section 9, a Beneficiary designation shall be deemed to be received in good order only if the Administrative Service Agency can reasonably identify the Beneficiary or Beneficiaries named in the designation. 9.2 No Beneficiaries Designated. (a) If no such Beneficiary designation is in effect at the time of a Participant's death, or if no designated Beneficiary survives the Participant, or if no designated Beneficiary can be located with reasonable diligence by the Administrative Service Agency,the payment of the Plan Benefit, if any, payable under the Plan upon the Participant's death shall be made by the Trustee from the Trust Fund to the Participant's Surviving Spouse, if any, or if the Participant has no Surviving Spouse, or the Surviving Spouse cannot be located with reasonable diligence by the Administrative Service Agency, then to the deceased Participant's estate. If the Administrative Service Agency is in doubt as to the right or entitlement of any person to receive such amount, the Administrative Service Agency shall inform the Committee and the Trustee, and the Trustee may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Trustee may pay such amount into any court of appropriate jurisdiction or to any other person pursuant to applicable law and such payment shall be a complete discharge of the liability of the Trustee, Plan, Committee, Employer, Administrative Service Agency and Financial Organizations. (b) If the Beneficiary so designated by the Participant dies after the death of the Participant but prior to receiving a complete distribution of the amount that would have been paid to such Beneficiary had such Beneficiary's death not then occurred, then, for purposes of the Plan, the distribution that would otherwise have been received by such Beneficiary shall be paid to the Beneficiary's estate. 9.3 Surviving Spouse. Notwithstanding Section 9.2, a Beneficiary who is a Surviving Spouse of the Participant may designate a subsequent Beneficiary, subject to the same filing requirements of Section 9.1, to the extent permitted under Section 401(a)(9) of the Code. To the extent such Surviving Spouse is not permitted or does not elect to designate a subsequent Beneficiary pursuant to the preceding sentence, and the Surviving Spouse dies prior to receiving a complete distribution of the amount that would have been paid to such Surviving Spouse had such Surviving Spouse's death not then occurred, then, for purposes of the Plan, the distribution that would otherwise have been received by such Surviving Spouse shall be paid to the Surviving Spouse's estate. 31 SECTION 10 QUALIFIED DOMESTIC RELATIONS ORDERS 10.1 Qualified Domestic Relations Order. Payments with respect to a Participant's Plan Benefit may be made by the Trustee from the Trust Fund to one or more Alternate Payees pursuant to the terms of a Qualified Domestic Relations Order. Upon segregation of the assets payable to an Alternate Payee in an Alternate Payee Account or the payment of such benefits to the Alternate Payee, any such amounts paid or segregated shall no longer constitute part of the Participant's Plan Benefit. No liability whatsoever shall be incurred by the Committee, the Trustee, the Employer, the Administrative Service Agency, the Review Committee or any Financial Organization solely by reason of any act or omission undertaken in accordance with this section to comply with the terms of a Qualified Domestic Relations Order. 10.2 Suspension of Distributions During Claim Period. Subject to the discretion of the Administrative Service Agency or the Committee, no distribution of any Plan Benefit shall be permitted in any period during which a purported Qualified Domestic Relations Order claim, against all or part of such Plan Benefit, is being reviewed in accordance with the provisions of Section 11.8. If the Administrative Service Agency reasonably believes that a purported Qualified Domestic Relations Order against all or part of any Plan Benefit is likely to be asserted, the Committee may refuse to permit any distribution of all or part of such Plan Benefit pending determination of such claim. 32 SECTION 11 ADMINISTRATION 11.1 Plan Administration. Except as otherwise provided herein, the operation and administration of the Plan shall be the responsibility of the Committee and the Committee shall have all of the broad, general authority necessary or advisable to operate and administer the Plan. The Committee shall have the power and the duty to take all action and to make all decisions necessary or proper to carry out its responsibilities under the Plan. All determinations of the Committee as to any question involving its responsibilities under the Plan, including, interpretation of the Plan or as to any discretionary actions to be taken under the Plan, shall be solely in the Committee's discretion and shall be final, conclusive and binding on all parties. 11.2 Committee Powers and Duties. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties: (a) to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefit under the Plan; (b) to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; (c) to interpret the Plan and to resolve ambiguities, inconsistencies and omissions in the terms of the Plan or any document related to the Plan; (d) to decide all questions concerning the Plan and the eligibility of any Employee or other individual to participate in the Plan; (e) to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan; (f) to enlarge or diminish any applicable time period set forth in the Plan, subject to applicable law; and (g) to determine the methods and procedures for the implementation and use of any automated telephone, computer, internet, intranet or other electronic or automated system adopted by the Committee for purposes of Plan administration, including, for receiving and processing enrollments and instructions with respect to the investment of assets allocated to an Account Participant's Accounts and for such other purposes as may be designated from time to time. 11.3 Limitation of Liability. Except as may be prohibited by applicable law, neither the Committee nor any member thereof shall be liable for(a) anything done or omitted to be done by it or by them unless the act or omission claimed to be the basis for liability amounted to a failure to act in good faith or was due to gross negligence or willful misconduct; (b)the payment of any amount under the Plan; or(c) any judgment or reasonable mistake of fact made by it or on its behalf by a member of the Committee. No member of the Committee shall be personally liable under any contract, agreement, bond or other instrument made or executed by him or her or on his or her behalf in connection with the Plan or Trust Fund. 33 11.4 Trustee. The Trustee shall have responsibility for the custody and safekeeping of the assets of the Plan and the Trust Fund and the valuation of such assets in accordance with the terms of the Trust Agreement and, in conjunction with the Administrative Service Agency, shall be responsible for implementing the aggregated investment decisions of Participants and beneficiaries by allocating the Plan assets to the various Investment Options. The Committee shall periodically review the performance and methods of the Trustee and the Committee may, subject to the terms of the Trust Agreement, appoint and remove or change the Trustee at any time for any reason or for no stated reason. If the Trust Agreement so provides, the Trustee may also serve as the Administrative Service Agency and perform the record keeping services normally performed by a third party Administrative Service Agency or may provide the services normally provided by a Financial Organization, provided that the Trustee otherwise qualifies as an Administrative Service Agency or a Financial Organization, as the case may be. 11.5 Financial Organizations. The Committee shall have the power to appoint or remove one or more Financial Organizations and to delegate to such Financial Organization(s) authority and discretion to manage (including the power to acquire and dispose of)the assets of the Plan and Trust Fund in accordance with the Regulations and the Plan. The Committee shall periodically review the performance and methods of such Financial Organization(s). The Committee has the right to (i)replace any Financial Organization or Investment Option with a successor Financial Organization or Investment Option or(ii)to select any additional Financial Organization or Investment Option. 11.6 Delegation. The Committee may delegate its general authority as it deems appropriate in accordance with the terms of the Plan and all applicable Code sections;provided, however, that such delegation shall be subject to revocation at any time at the discretion of the Committee. Notwithstanding any other provision of the Plan, the Committee's general authority shall include the right to review, revise, modify, revoke, or vacate any decision made or action taken by any party under the Plan to whom authority of the Committee has been delegated or to whom authority with respect to the administration of the Plan or the custody and investment of the assets of the Trust Fund has been delegated or assigned under the terms of the Plan, by the Committee or otherwise. The rights of the Committee under Section 11.6 include, the right to review, revise, modify, revoke, or vacate any decision of the Administrative Service Agency or the Review. 11.7 Plan Expenses. (a) Assessment Against the Trust Fund. Subject to 1 1.7(b), the expenses of administering the Plan, including (i)the fees and expenses of the Financial Organizations and Administrative Service Agency for the performance of their duties under the Plan, including any fees and expenses associated with a change, termination or addition of an Investment Option, (ii) the fees, if any, of any member of the Committee and any Trustee and the expenses incurred by the Committee or any of its members or any Trustee in the performance of their duties under the Plan (including reasonable compensation for any legal counsel, certified public accountants, consultants, and agents, employees of the Committee and cost of services rendered in respect of the Plan and the Trust Agreement (as provided therein)), and (iii) all other proper charges and disbursements of the Financial Organizations, Administrative Service Agency, the Committee or its members (including settlements of claims or legal actions approved by counsel to the Plan) or 34 any Trustee shall be allocated to and paid out of the assets of the Trust Fund in accordance with such allocation and payment procedures as the Committee shall establish from time to time. The Committee is authorized to levy a fee against the Accounts of Account Participants for the purpose of paying some or all of such expenses, except where the Employer elects to pay such expenses directly;provided, however, that any such fees shall be levied on a pro-rata basis from the Account Participant's various Accounts at any given time, including Before-Tax Deferral Accounts, Roth Accounts (to the extent applicable), Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program, and Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program. (b) Investment Expenses. Unless the Committee determines otherwise, brokerage fees, transfer taxes and any other expenses incident to the purchase or sale of securities for any Investment Option shall be deemed to be part of the cost of such securities, or deducted in computing the proceeds therefrom, as the case may be. The Administrative Service Agency shall appropriately deduct any taxes assessed in respect of any assets held, income received, or transactions effected under any Investment Option proportionately against any Accounts that are invested in such Investment Option. 11.8 Review of Claims. (a) Initial Claim of Rights or Benefits and Review. Any claim to rights or benefits under the Plan, including, any purported Qualified Domestic Relations Order, or request for an Unforeseeable Emergency Withdrawal must be filed in writing with the Committee, or with such other entity as the Committee may designate. Within sixty days after receipt of such claim, the Committee, or such other entity designated by the Committee, shall notify the claimant and, if such claimant is not the Account Participant, any Account Participant against whose Plan Benefit the claim is made, that the claim has been granted or denied, in whole or in part. Notice of denial of any claim in whole or in part by the Committee, or by such other entity designated by the Committee, shall include the specific reasons for denial and notice of the rights granted by Section 11.8. (b) Review of Decision. Any claimant or Account Participant who has received notice of denial or grant, in whole or in part, of a claim made in accordance with the foregoing Section 11.8(a) may file a written request within thirty days of receipt of such denial for review of the decision by the Review Committee. Within ninety days after receipt of such request for review, the Review Committee shall notify the claimant and, as applicable, the Account Participant, that the claim has been granted or denied, in whole or in part;provided, however, that the Review Committee may in its discretion extend such period by up to an additional 120 days upon notice to the claimant and, as applicable, the Account Participant, prior to expiration of the original ninety days that such additional period is needed for proper review of the claim. Notice of denial of any claim in whole or in part by the Review Committee shall include the specific reasons for denial and shall be final, binding and conclusive on all interested persons for all purposes. 11.9 Advisers. The Committee shall arrange for the engagement of legal counsel and certified public accountants, who may be counsel or accountants for the Employer, and other consultants, including an investment adviser, and make use of agents and clerical or other personnel, for 35 purposes of this Plan. The Committee may rely upon the written opinions of counsel, accountants and consultants, and upon any information supplied by the Trustee, a Financial Organization or Administrative Service Agency appointed in accordance with the Regulations. 11.10 Limitation on Committee Power. No member of the Committee shall be entitled to act on or decide any matters relating solely to such member or any of his or her rights or benefits under the Plan. 11.11 Committee Action. All actions of the Committee shall be taken at a public meeting in accordance with Article 7 of the Public Officers Law. The Committee shall establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. 11.12 General Requirements. Notwithstanding any other provision hereof, the Plan shall at all times be operated in accordance with the requirements of applicable law, including, the Regulations. 36 SECTION 12 AMENDMENT OR TERMINATION 12.1 Power to Amend and Terminate. Subject to any requirements of State or federal law, the Employer reserves the right at any time and with or without prior notice to any person to amend, suspend or terminate the Plan, to eliminate future deferrals and contributions for existing Participants, or to limit participation to existing Participants, in whole or in part and for any reason and without the consent of any Employee, Account Participant, Beneficiary or other person. No amendment, suspension or termination of any provisions of the Plan or any deferrals or contributions thereunder, the Trust Agreement or any Investment Option may be made retroactively, unless such retroactivity is allowed under State law, the Code and other applicable law. 12.2 Termination of Plan. Upon any action by the Employer to initiate a Plan termination, the Employer shall permit no further deferrals or contributions of Compensation under the Plan, and the Plan termination shall become effective upon the distribution of all Plan Benefits. After taking an action to initiate a Plan termination,the Employer may distribute all Plan Benefits to Account Participants or the Employer may provide that Plan Benefits and other interests in the Trust Fund shall continue to be payable as provided in the Plan. Any distributions, transfers or other dispositions of the Plan Benefits as provided in the Plan shall constitute a complete discharge of all liabilities under the Plan. The Committee and the Trustee(s) shall remain in existence and the Trust Agreement and all of the provisions of the Plan that the Employer determines are necessary or advisable for the administration and distribution, transfer or other disposition of interests in the Trust Fund shall remain in force. 37 SECTION 13 GENERAL LIMITATIONS AND PROVISIONS 13.1 Plan Binding on Account Participants. The Plan, as duly amended from time to time, shall be binding on each Account Participant and his or her Surviving Spouse, heirs, administrators, trustees, successors, assigns, and Beneficiaries and all other interested persons. 13.2 No Right to Employment. Nothing contained herein shall give any individual the right to be retained in the employment of the Employer or affect the right of the Employer to terminate any individual's employment. The adoption and maintenance of the Plan shall not constitute a contract between the Employer and any individual or consideration for, or an inducement to or condition of, the employment of any individual. 13.3 Incapacitation or Incompetence. If the Administrative Service Agency shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs, is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a Beneficiary, Surviving Spouse or duly appointed legal representative or the time period during which a Beneficiary or Surviving Spouse could make a claim under the Plan has not elapsed)may, if the Administrative Service Agency so elects, be paid to his or her spouse, a child, a relative, or any other person maintaining or having custody of such person otherwise entitled to payment or deemed by the Trustee to be a proper recipient on behalf of such person. Any such payment shall be a complete discharge of all liability under the Plan therefor. 13.4 No Alienation of Plan Benefits. Except insofar as may otherwise be required by a Qualified Domestic Relations Order or applicable law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, garnishment, charge or encumbrance of any kind, and any attempt to so alienate such amount, whether presently or thereafter payable, shall be void. 13.5 Notices to the Committee. All elections, designations, requests, notices, instructions, and other communications from the Employer, an Employee, an Account Participant, or any other person to the Committee, Administrative Service Agency or the Employer required or permitted under the Plan shall be in such form as is prescribed by the Committee, shall be mailed by first class mail or delivered electronically in such a form and to such location as shall be prescribed by the Committee from time to time, and shall be deemed to have been given and delivered only upon actual receipt thereof at such location. Copies of all elections, designations, requests, notices, instructions and other communications from an Employee, a Participant, a Beneficiary, a Surviving Spouse or any other person to the Employer shall be promptly filed with the Administrative Service Agency in such a manner specified by the Administrative Service Agency. 13.6 Notices to Participants. All notices, statements, reports and other communications from an Employer, the Trustee or the Committee to any Account Participant, shall be deemed to have been duly given when delivered to, or when mailed by electronic delivery or other form of delivery approved by the Committee or by first class mail, postage prepaid and addressed to such Employee, Account Participant, Beneficiary, Surviving Spouse or other person at his or her 38 address last appearing on the records of the Administrative Service Agency, the Trustee or the Employer. 13.7 Trust Sole Source of Plan Benefits. The Trust Fund shall be the sole source of benefits under the Plan and, except as otherwise required by applicable law, neither the Committee, the Employer nor any officer or employee of an Employer assume any liability or responsibility for payment of such benefits, and each Account Participant, his or her spouse or Beneficiary, or other person who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment and shall not have any right, claim or demand therefor against the Committee or any member thereof, the Employer, or any officer or employee of an Employer. Nothing in Section 13.7 shall relieve an Employer of its obligation to defer or contribute Amounts Deferred or Contributed to the Trust Fund within two Business Days after the applicable payroll date, in the manner contemplated by Section 4.1. 13.8 Account Assets and Account Vesting. (a) Account Assets Held in Trust Fund. The entire value of each Account for each Account Participant shall be held in the Trust Fund pursuant to the Trust Agreement for the exclusive benefit of the applicable Account Participant and for paying reasonable expenses of the Plan and of the Trust Fund pursuant to Section 11.7 and no part of the Trust Fund shall revert to any Employer;provided, however, that the setting-aside of any amounts to be held in the Trust Fund is expressly conditioned upon the following: If an amount is set aside to be held in the Trust Fund by an Employer in a manner which is inconsistent with any of the requirements of Section 457(b)of the Code, such amount shall be returned to such Employer prior to the first day of the first Plan Year commencing more than 180 days after the date of notification of such inconsistency by the Secretary of the Treasury. Any amounts so returned to the Employer, and the earnings thereon, shall be remitted to the Participants on whose behalf such amounts were set aside. (b) Vesting. Each Account Participant shall be 100 percent vested at all times in his or her Plan Benefit. 13.9 Several Liability. The duties and responsibilities allocated to each person under the Plan and the Trust Agreement shall be the several and not joint responsibility of each, and no such person shall be liable for the act or omission of any other person. 13.10 Interpretation. (i) The term "including"means by way of example and not by way of limitation, and (ii) the headings preceding the sections hereof have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions hereof. 13.11 Construction. The Plan and all rights there under shall be governed by and construed in accordance with the Code and the laws of the State. 39 SCHEDULE A Effective date of last completion or amendment of this Schedule A: July 1st 2015 Instructions This Schedule A and all later amendments to this Schedule A are part of the Plan document and should remain attached to the Plan document. Schedule A is used by the Committee (1)TO ACTIVATE or TERMINATE optional Plan provisions described below, (2) TO MODIFY the default provisions of the Plan described below or(3) TO INDICATE that the default provisions described below will continue to apply under the Plan. Each section of this Schedule A must be completed by the Committee in connection with the adoption of this amendment and restatement of the Plan. All selections made shall remain effective until this Schedule A is later amended by the Committee. All section references refer to the corresponding sections of the Plan and all defined terms have the meanings ascribed to them in the Plan. Committee Elections—Optional Plan Provisions 3.1(c) ROTH PROGRAM Section 3.1(c) of the Plan permits Roth Contributions only if the Committee checks YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that Roth Contributions will not be permitted under the Plan or, at a later time, to change prospectively (as of a specified effective date) a prior election under this section. The Plan shall maintain a Roth Program under which Participants may make Roth Contributions to the Plan, which Roth Contributions will be made and separately accounted for in compliance with the relevant provisions of the Plan and the Code. • YES ❑ NO Effective date: April 1st 2011 S-1 8.4(d) IN-PLAN ROLLOVER TO A ROTH ACCOUNT Section 8.4(d) of the Plan permits Roth Contributions only if the Committee has checked YES above (permitting a Roth Program) and checked YES below allowing amounts that otherwise qualify as Eligible Rollover Distributions not attributable to Roth Contributions to be directly contributed to a Roth Account under the Plan. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that Eligible Rollover Distributions may not be directly rolled over to a Roth Account under the Plan or, at a later time, to change prospectively (as of a specified effective date) a prior election under this section. To the extent the Committee has resolved to implement and maintain a Roth Program pursuant to Section 3.1(c)of Schedule A, a Participant may elect to have the portion of his or her Plan Benefit that is not attributable to Roth Contributions or outstanding loans directly rolled over into a Roth Account in the Plan. 1 YES (do not check YES unless Roth Program is in effect) ' ❑ NO Effective date: April 1st 2011 3.1(e) SUSPENSION OF DEFERRALS AND CONTRIBUTIONS FOLLOWING AN UNFORESEEABLE EMERGENCY WITHDRAWAL Section 3.1(e) of the Plan allows the Employer automatically to suspend deferrals and contributions for six months following the date a Participant receives an Unforeseeable Emergency withdrawal only if the Committee checks YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO below to indicate that a suspension of deferrals and contributions will t. )t be required or, at a later time, to change prospectively (as of a specified effective date) a prior election under this section. A Participant's deferrals and contributions will be suspended for a period of six months following a distribution due to an Unforeseeable Emergency withdrawal. 0 YES • NO Effective date: April 1st 2011 S-2 7.2(b) AUTOMATIC DISTRIBUTION OF SMALL ACCOUNTS FOLLOWING A SEVERANCE FROM EMPLOYMENT Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small account balances following a Severance from Employment only if the Committee has checked YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no automatic distribution will occur following a Severance from Employment or, at a later time,prospectively to change(as of a specified effective date) a prior election under this section. With respect to a Participant or an Alternate Payee whose Account or Alternate Payee Account does not exceed the amount set forth in Section 7.2(a) of the Plan, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account as soon as practicable following the Participant's Severance from Employment. ❑ YES NO Effective date: April 1st 2011 7.2(b) AUTOMATIC DISTRIBUTION OF INACTIVE SMALL ACCOUNTS Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small account balances in inactive accounts only if the Committee has checked YES below and indicated the small account amount below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no automatic distribution of inactive small accounts will occur or, at a later time,prospectively to change (as of a specified effective date) a prior election under this section. 7.2(b) Automatic Distributions after a Severance from Employment. With respect to a Participant or an Alternate Payee whose Account or Alternate Payee Account does not exceed the amount set forth in Section 7.2(a) of the Plan, upon an Account Participant's Plan Benefit falling below$ ,[Insert any whole dollar amount up to the dollar limit under Section 411(a)(11)(A)of the Code]to the extent that the requirements of Section 7.2(a) of the Plan are met, the Committee shall direct the automatic distribution of the Participant's Account and Rollover Account or the Alternate Payee's Alternate Payee Account in accordance with 7.2(b) of the Plan. ❑ YES (do not check YES unless a permissible amount is specified above) NO Effective date: April 1st 2011 S-3 7.3 PLAN LOANS FOR ACTIVE EMPLOYEES Section 7.3 of the Plan allows active Employees to request a Plan loan only if the Committee has checked YES below. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no Plan loans will be permitted or, at a later time,prospectively (as of a specified effective date) to change a prior election under this section. SECTION 14 If the Committee elects "YES"under Section 7.3, the Committee must also make an election as to the source of Plan loans under Section 7.3(e). Participants who are active Employees shall be eligible to request a Plan loan and may be granted a loan pursuant to the requirements of Section 7.3 of the Plan. . YES (requires an election regarding the source under 7.3(e)) ❑ NO Effective date: April 1st 2011 7.3(a) PLAN LOANS FOR PARTICIPANTS ONANAPPROVED LEAVE OF ABSENCE Section 7.3(a) of the Plan allows Participants who are on an approved leave of absence to be eligible to request a Plan loan only if the Committee has checked YES above (permitting Plan loans for active Employees) and checked YES below extending the loan provisions to Participants on an approved leave of absence. The Committee must also indicate below the effective date of this election. The Committee should check NO to indicate that no Plan loans will be permitted for Participants on an approved leave of absence or, at a later time, prospectively to change (as of a specified effective date) a prior election under this section. Participants who are on an approved leave of absence from their Employer shall be eligible to request a Plan loan and may be granted a loan pursuant to the requirements of Section 7.3 of the Plan. j YES (do not check YES unless Plan Loans are authorized for active Employees) ❑ NO Effective date: April 1st 2011 S-4 7.3(e) SOURCE OF PLAN LOANS Section 7.3 of the Plan allows the Committee to permit Plan loans (see elections above). If the Committee elects to permit Plan loans under Section 7.3, the Plan document states that the Committee must elect the source of Plan loans from the options set forth below. Only on option may be elected. ❑ Plan loans shall be made solely from the Before Tax Deferral Account or, if applicable, Rollover Accounts relating to Rollover Contributions of before tax deferrals; or . Plan loans shall be made pro rata (based on the balance in the Participant's Before Tax Deferral Account and Rollover Account relating to Rollover Contributions of before tax deferrals) from (i)the Before Tax Deferral Account or, if applicable, the Rollover Accounts relating to Rollover Contributions of before tax deferrals; and (ii)the Roth Account; or ❑ Participants shall elect whether to have a Plan loan made (i) entirely from such Participant's Before Tax Deferral Account and, if applicable, Rollover Accounts relating to Rollover Contributions of before tax deferrals; or(ii) pro rata(based on the balance in the Before Tax Deferral Account and Rollover Account relating to Rollover Contributions of before tax deferrals) from (A)the Before Tax Deferral Account or, if applicable,the Rollover Accounts relating to Rollover Contributions of before tax deferrals; and (B)the Roth Account. 7.3(fl DURATION OF LOAN GRACE PERIOD Section 7.3 of the Plan allows the Committee to permit Plan loans (see elections above). If the Committee permits Plan loans, the Plan document states that, unless the Committee makes an election below, any such loan will be in default if a Participant fails to make a required loan repayment within 90 days following the due date for such repayment. The Plan document refers to this period as the "Loan Grace Period" Section 7.3 of the Plan allows the Committee to specify a shorter Loan Grace Period by indicating a period of fewer than 90 days below and by indicating that such election will apply to Plan loans made after the effective date specified below. The Committee may, at a later time, indicate (as of a specified effective date) a different Loan Grace Period by making a new election under this section. The Loan Grace Period for purposes of Section 7.3(f) shall be 90-days [a number of days greater than 0 but less than 901 following the due date of a Participant's scheduled loan repayment. Effective date: April 1st 2011 S-5 8.1(c)(i) and(iii) MINIMUM LUMP SUM AMOUNT Sections 8.1 (c)(i) and(iii) of the Plan allow a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum. The Plan document states that, unless the Committee makes an election below, the amount of a partial lump sum distribution cannot be less than $100. The Plan document refers to this amount as the "Minimum Lump Sum Amount." Sections 8.1(c)(i) and(iii) of the Plan allow the Committee to specify a different Minimum Lump Sum Amount by indicating a dollar amount below and by indicating that such Minimum Lump Sum Amount will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Minimum Lump Sum Amount by inserting the "none"or "0"below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Minimum Lump Sum Amount by making a new election under this section. The Minimum Lump Sum Amount shall be $ 100.00 . Effective date:April 1st 2011 8.1(c)(ii) MINIMUM INSTALLMENT AMOUNT Section 8.1(c)(ii) of the Plan allows a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in periodic monthly, quarterly, semi-annual or annual installments. The Plan document states that, unless the Committee makes an election below, the amount of an installment distribution cannot be less than $100. The Plan document refers to this amount as the "Minimum Installment Amount." Section 8.1(c)(ii) of the Plan allows the Committee to specify a different Minimum Installment Amount by indicating a dollar amount below and by indicating that such Minimum Installment Amount will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Minimum Installment Amount by inserting the "none"or "0"below. The Committee may, at a later time, indicate (as of a specified effective date) on a prospective basis a different Minimum Installment Amount by making a new election under this section. The Minimum Installment Amount shall be $ 100.00. Effective date: April 1St 2011_ S-6 8.1(c)(i) and(iii) MAXIMUM ANNUAL NUMBER OF PARTIAL DISTRIBUTIONS PER PLAN YEAR Sections 8.1(c)(i) and(iii) of the Plan allow a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum. The Plan document states that, unless the Committee makes an election below, the maximum number of partial lump sum distributions in a Plan Year may not exceed 12. The Plan document refers to this amount as the "Maximum Annual Number of Partial Distributions." Sections 8.1(c)(i) and(iii) of the Plan allow the Committee to specify a different Maximum Number of Partial Distributions per Plan Year by indicating a different limit below and by indicating that such limit will apply to distributions made after the effective date specified below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Maximum Number of Partial Distributions for a Plan Year by making a new election under this section. The Maximum Annual Number of Partial Distributions for each Plan Year shall be 12. Effective date: April 1st 2011 8.1(e)DISTRIBUTION WAITING PERIOD Section 8.1(c) of the Plan allows a Participant who is otherwise eligible for a distribution under the Plan to elect to receive that distribution in a total or partial lump sum or in installments. Section 8.1(e) of the Plan document also states that, unless the Committee makes an election below, a distribution will be delayed for 45 days if the distribution would result in the Participant having an account balance of less than $500. The Plan document refers to this period as the "Distribution Waiting Period." Section 8.1(e) of the Plan allows the Committee to specify a different Distribution Waiting Period by indicating a different limit below and by indicating that such limit will apply to distributions made after the effective date specified below. The Committee may also indicate there is no Distribution Waiting Period by inserting the word "none"below. The Committee may, at a later time, indicate(as of a specified effective date) on a prospective basis a different Distribution Waiting Period for a Plan Year by making a new election under this Schedule A . The Distribution Waiting Period shall be None days. Effective date: April 1st 2011_ S-7 Rudder, Lynda From: dos.sm.DAR.NYSRegister <dosNYSRegister@dos.ny.gov> Sent: Tuesday, June 09, 2015 9:39 AM To: Rudder, Lynda Subject: Read:for Publication Importance: High Your message To: Subject: for Publication Sent: Tuesday,June 09,2015 1:38:54 PM UTC was read on Tuesday,June 09,2015 1:38:35 PM UTC. 1 #12299 STATE OF NEW YORK) ) SS: COUNTY OF SUFFOLK) Karen Kine of Mattituck, in said county, being duly sworn, says that she is Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in said Newspaper once each week for 1 week(s), successfully commencing on the 11th day of June, 2015. G�u�►'-- �,��itJ2� Principal Clerk Sworn to before me this 6 day of 41 .15. PUBO NOTICE I, 1bwu of Seutheld The Town of Southold is soliciting proposals from Administrative Service CHRISTINA VOLINSKI Agencies,Trustees,and Financial Orga- NOTARY PUBLIC-STATE OF NEW YORK nizations for services in connection with a Deferred Compensation Plan that will No. 01 VO6105050 meet the requirements of Section 457 of Qualified in Suffolk County the Internal Revenue Code and Section 5 of the State Finance Law,including all My Commission Expires February 28, 2016 rules and regulations issued pursuant thereto. A copy of the proposal questionnaire may be obtained from: Elizabeth A. ,Be.Southold Town Clerk.Town of Sim/told.PO Box 1179.Southold.NY lam• All proposals must be submitted not later than 30 days from the June 24,2015 date of publication in the New York State Register. Doted:June 2,2015 ELIZABETH A.NEVILL E SOUTHOLD TOWN CLEC 12299-1T 6/11 Rudder, Lynda From: dos.sm.DAR.NYSRegister <dosNYSRegister@dos.ny.gov> Sent: Wednesday, June 10, 2015 11:57 AM To: Rudder, Lynda Subject: RE: for Publication Your notice(s) will be published in the June 24, 2015 issue of the State Register. From: Rudder, Lynda [mailto:lynda.rudder@town.southold.ny.us] Sent: Monday, June 08, 2015 3:08 PM To: dos.sm.DAR.NYSRegister Cc: Solomon,Connie; john.cushman@)town.southold.ny.us Subject: for Publication Importance: High According to the schedule I found on the website the deadline for Publication in the June 24 edition is June 9th. Please publish the notice below in the June 24th edition and acknowledge receipt of this email. PUBLIC NOTICE Town of Southold The Town of Southold is soliciting proposals from Administrative Service Agencies,Trustees, and Financial Organizations for services in connection with a Deferred Compensation Plan that will meet the requirements of Section 457 of the Internal Revenue Code and Section 5 of the State Finance Law, including all rules and regulations issued pursuant thereto. A copy of the proposal questionnaire may be obtained from: Elizabeth A. Neville, Southold Town Clerk,Town of Southold, PO Box 1179,Southold, NY 11971-0959. All proposals must be submitted not later than 30 days from the June 24, 2015 date of publication in the New York State Register. 40..4 ,il Rfe.a,, Lynda M Rudder Deputy Town Clerk Principal Account Clerk Southold Town Clerk's Office 53095 Main Road, PO Box 1179 Southold,NY 11971 631/765-1800 ext 210 631/765-6145 STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being duly sworn, says that on the 8th day of June , 2015, she affixed a notice of which the annexed printed notice is a true copy, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Board, 53095 Main Road, Southold, New York. 2015 Deferred Compensation bid 1kV4L4Z►1 ano-A14-1:6-1 lizabeth A. Neville Southold Town Clerk Sworn before me this Stn day of Jun , 2015. Notary Public LYNDA M.RUDDER Notary Public,State of New Yak No.01 R06020932 Qualified in Suffolk County Commission Expires March 8,20 i, Rudder, Lynda From: postmaster@nysemail.onmicrosoft.com To: NYSRegister@dos.state.ny.us Sent: Monday, June 08, 2015 3.09 PM Subject: Delivered:for Publication Your message has been delivered to the following recipients: NYSRegister@dos.state.ny.us Subject: for Publication 1 NEW YORK STATE DEFERRED COMPENSATION BID INFORMA TION Address of New York State Register: The New York State Register Division of Information Services New York State Department of State 41 State Street Albany, NY 12231-0001 PHONE # (518) 474-6785 Email address: nysregister@dos.state.ny.us Language that should appear in the register for bid process. PUBLIC NOTICE Town of Southold The Town of Southold is soliciting proposals from Administrative Service Agencies, Trustees, and Financial Organizations for services in connection with a Deferred Compensation Plan that will meet the requirements of Section 457 of the Internal Revenue Code and Section 5 of the State Finance Law, including all rules and regulations issued pursuant thereto. A copy of the proposal questionnaire may be obtained from: Elizabeth A. Neville, Southold Town Clerk, Town of Southold, PO Box 1179, Southold, NY 11971- 0959. All proposals must be submitted not later than 30 days from the June 24, 2015 date of publication in the New York State Register. Rudder, Lynda From: Cerria Torres <ctorres@timesreview.com> Sent: Monday, June 08, 2015 3.04 PM To: Rudder, Lynda Subject: Re: def comp.doc for publication Importance: High This notice has been scheduled to publish in the Suffolk Times on 6/11/2015. Thank you rMES REVI£ MEDIA GROUP Cerria Orientale Torres Display Ad Coordinator 631.354.8011 (D) ctorres@timesreview.com legals@timesreview.com www.timesreview.com From:<Rudder>, Lynda Rudder<lynda.rudder@town.southold.ny.us> Date: Monday,June 8, 2015 3:03 PM To:Jim Dinizio<Iim@iamesdinizio.com>, "Beltz, Phillip" <Phillip.Beltz@town.southold.ny.us>, "Cushman,John" <John.Cushman@town.southold.ny.us>, "Doherty,Jill" <fill.doherty@town.southold.ny.us>, "Duffy, Bill" <billd@southoldtownny.gov>, "Ghosio, Bob" <bob.ghosio@town.southold.ny.us>, "Kiely, Stephen" <stephen.kiely@town.southold.ny.us>, "Krauza, Lynne" <lynne.krauza@town.southold.ny.us>, Louisa Evans <Ipevans06390@gmail.com>, "Michaelis,Jessica" <jessicam@southoldtownny.gov>, "Reisenberg, Lloyd" <Lloyd.Reisenberg@town.southold.ny.us>, "Russell, Scott" <Scott.Russell@town.southold.ny.us>, "Standish, Lauren" <Lauren.Standish@town.southold.ny.us>, "Tomaszewski, Michelle" <michellet@town.southold.ny.us>,Times Review <tdoubrava@timesreview.com>, William Ruland <rulandfarm(a yahoo.com> Cc: "Solomon,Connie" <Connie.Solomon@town.southold.ny.us>, "Cushman,John" <John.Cushman@town.southold.ny.us> Subject: def comp.doc for publication Please publish in the 6/11 edition of the Suffolk times and the Town website 1 2015 SCHEDULE REGISTER DEADLINE ISSUE DATE DEADLINE ISSUE DATE Tuesday(5pm) (Wednesday) Tuesday(5pm) (Wednesday) JANUARY JULY December 23 .... January 7 June 16 . . .... . July 1 December 30 January 14 June 23 .. ... .. July 8 January 6 January 21 June 30 July 15 January 13 January 28 July 7 . .. .... .. . . . .. . ..... .. . .. . July 22 July 14 . July 29 FEBRUARY January 20 February 4 AUGUST January 27 February 11 July 21 .. August 5 February 3 February 18 July 28 August 12 February 10 February 25 August 4 . . August 19 August 11 .. August 26 MARCH SEPTEMBER February 17 March 4 August 18 . . . September 2 February 24 March 11 March 3 March 18 August 25 September 9 March 10 September 1 ... . . .... ... . ... September 16 March 25 September 8 ... . September 23 September 15 . .... . ... . . September 30 APRIL March 17 . . .. April 1 OCTOBER March 24 .. . April 8 September 22 . . .. . . . .. October 7 March 31 April 15 September 29 .. October 14 April 7 April 22 October 6 October 21 April 14 .. . April 29 October 13 . October 28 NOVEMBER MAY October 20 . .. . November 4 April 21 May 6 October 27 *November 10 April 28 ... ... . . .. . May 13 November 3 . . .. November 18 May 5 May 20 November 10 November 25 May 12 ... .. . . May 27 DECEMBER JUNE November 17 December 2 May 19 June 3 November 24 ...... . . .. . .. . .. December 9 May 26 . . .. ... .... June 10 December 1December 16 June 2 June 17 December 8 . ........... .... ... . .... . December 23 June 9 June 24 December 15 . December 30 * Tuesday issue date due to Wednesday holiday. NYS DEPARTMENT OF STATE XS DIVISION OF ADMINISTRATIVE RULES 99 WASHINGTON AVE., ALBANY, NY 12231-0001 For production assistance, contact: Maribeth St. Germain at(518)474-6957 For legal opinions or assistance, contact the Office of Counsel at(518)474-6740 Revised, September 2014 Southold Town Board - Letter Board Meeting of June 2, 2015 RESOLUTION 2015-505 Item # 5.11 f"5 ADOPTED DOC ID: 10879 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-505 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 2, 2015: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs the Town Clerk to advertise of bids for the 457 Deferred Compensation plan in the New York State Register and the Suffolk Times. / , 67." Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Scott A. Russell SECONDER:Robert Ghosio, Councilman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Generated June 3, 2015 Page 20 iz*k':,.'..:T,' kli.P0,:' ,„:„,-.•:„.;::,,.,x,-..,,,,-34t-',,,got.:44: ;,,,,,,,:,,,;.!„.!.,. ..,•,..•• ,•-•,:•,..,:•;-'•..,-;:- ',15••,,14,04•,;,•-*-440,"•-,":', -1-' . . ''''•:".:,-..1':'," -,;''''",JF,•;:r.q..V.,,,,•v-,:%1011et.-'.. 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S 4..... am ,t os ...._ „. f ..,. ,..... t 1 liiil'r . 0 .111.11'4 N,• 40- 41 I IP -,. ....% ..-. .: - --A-- . z--.-...- ....i-r-'• 7 iAA-CREF Response to Request for Proposal for Town of Southold July 24, 2015 ife....., # of sou #04:AgYelltil, # 4* 0 ,'' eo7k% II TIAA g CR EF 1 06' k* . %,54. ...-a * . 1 .. s e , 4.,. * . , Financial Services ..... °uNT1./IF 4, TIAA Randy Fife CREF Managing Director TIAA-CREF Individual& Institutional Services, LLC Member FINRA and SIPC Oncial Services 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 Telephone: 704.988.3106 July 24, 2015 Elizabeth A. Neville, Town Clerk Town of Southold 53095 Route 25 P.O. Box 1179 Southold, NY 11971-0959 Re: Response to Request for Proposal from the Town of Southold, NY Dear Ms. Neville: TIAA-CREF is pleased to submit the attached response to the Town of Southold Request for Proposal. We are committed to supporting the town's continued success by delivering a world-class retirement program including employee communication, education and advice services, recordkeeping, technology and fiduciary support that can help the town reduce costs, increase efficiencies, attract high-caliber talent, and promote participant retirement readiness. Our retirement offer employs a consultative approach that incorporates four critical elements: plan design, investment platform, employee engagement and plan management. e Plan Design.The plan will promote better employee outcomes while meeting the Town of Southold's • fiduciary requirements. We will leverage our knowledge and experience to deliver solutions that help manage the plan efficiently and help employees pursue lifetime income in retirement. • Investment Platform. Our open-architecture and low-cost lifetime income solutions set us apart. We will work with the Town of Southold to help optimize investment structures. a Employee Engagement. Based on life-stage needs, our targeted communication and education programs can successfully engage your employees. Coupled with our investment advice—one-on- one counseling and online tools—these programs help employees take action to promote retirement readiness. • Plan Management. Our plan services can help reduce costs, drive efficiencies and mitigate fiduciary risk. At TIAA-CREF, we are singularly focused on retirement planning. This is not a subsidiary business—it is our core business. We hope this proposal conveys our enthusiasm for the project and commitment to the success of the Town of Southold. I hereby certify that I am authorized to commit the organization to perform the services outlined in this proposal, and that it complies with all requirements of the Regulations and the Model Plan. Sincerely, 400,11 4,90 • Randy Fife Managing Director Town of Southold 11111 Table of Contents Tab 1 Response to Request for Proposal Section I Contractual Requirements 1 Section II — N/A Section III Administrative Service Agency/ Financial Organization 4 Section IV Services 9 Section V Investments 33 Section VI Conversion Services 38 Tab 2 List of 457(b) References Tab 3 Communication and Education Overview Tab 4 Sample Plan Sponsor Reports Tab 5 Fund Fact Sheets: TIAA-CREF Stable Value Fund and RiverSource Trust Stable Value Fund Tab 6 Exhibit A: Sample Investment Menu / Performance Exhibit B: Pricing • As specified in Section 9003.3 of the Rules and Regulations of the New York State Deferred Compensation Board, we are prepared to meet the contractual obligations, provide the required services and comply with the Board's rules and the requirements of the Town of Southold's deferred compensation plan. We believe our overall proposal reflects the highest level of quality of services offered by an experience defined contribution plan provider that will meet the needs of both the Town of Southold and its employees. • TIAA-CREF For Institutional Investor Use Only Table of Contents Town of Southold • Section 1 Contractual Requirements "Agree" or "Disagree" must be indicated for each of the following specifications. The following specifications can be found in either the Regulations or the Model Plan, all of which should have been enclosed as attachments. Please include reasons for any rejection or disagreement of any specification and alternative options, if applicable. There should be neither elaboration nor qualification for "agree" unless otherwise requested. Specifications of the Regulations 1. Section 9000.2(b)(4)As a Financial Organization authorized to do business (provide investment products) in New York State, you agree that your firm is one of the following: (a) a Registered Investment Advisor, (b) a Bank or (c) an Insurance Company qualified under the laws of more than one state. If you are an Insurance Company acting through a subsidiary in New York State, then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company) is qualified to do business under the laws of more than one state. Agree. • 2. Section 9001.2(b) We have appointed a deferred compensation committee to act on our behalf and you agree to interface with this committee. Additionally, we may decide to be the grantor of our own trust, then you also agree to interface with the trust and trustee: all funding contracts, of whatever nature, will be "issued to, owned and retained by the trustee". Agree. 3. Section 9001.4(a) through (d) You agree to abide by all four(4) provisions. Agree. 4. Section 9002.2(a)(5) You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. Agree. • „nf a navs star Use )r)1, Seetion ReIT n(s 1111 Town of Southold 1111 5. Section 9002.2(a)(6) You will acknowledge in writing that you will act as-a fiduciary under Section 457(g) of the Code and under State and common trust law principles with respect to all trusteeship, administrative, or investment matters for which you assume responsibility. Additionally, you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. Agree. 6. Section 9003.3(a) Your proposal shall be in writing and contain a MT representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees, indirect fees and charges. Agree. 7. Section 9003.5(a) All contracts and/or agreements shall be in writing, shall be awarded on the basis of a competitive bid, and shall not exceed five (5) years in duration, and shall impose no penalties or surrender charges for the transfer of any asset(s) or responsibilities on expiration of the contract or agreement. • Agree. 8. Section 9003.5(c) You will not permit any other Trustee, Administrative Service Agency, Financial Organization, independent consultant or person to provide services in respect to the Model Plan we have adopted. Agree. 9. Section 9003.7 You will not permit an investment of any amount, in any annuity contract providing for a term which could exceed five (5) years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. Agree. 10. Section 9004.1 All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. Agree. • ,vFstar Use 0nly Se,km t_.cntraCt.131 Rc-q:fi ePnen!s 1111 Town of Southold 11. Section 9005.3 Statements to participants will be provided at least quarterly, even in situations where no contributions are being made but funds are on deposit. You also agree to provide, at least annually, an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. Agree. 12. Section 9005.4 Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. Agree. 13. Section 9006.2 You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof. Agree. • Specifications of the Model Plan 1. Section 3.2(a) The Model Plan requires a minimum deferral amount to be $260 for any plan year. Your proposal will state this minimum requirement wherever requested. Agree. 2. Section 4.1 You acknowledge that the amounts of compensation deferred by the participants will be invested, according to the participant's investment directions, no later than two(2) business days following receipt thereof, in the appropriate investment funds. Agree. • ft-4 t, ve se C)n y Section i Cont,actua,,Requirements i 3 Town of Southold iSection ill. Administrative Service Agency/ Financial Organization Please respond to each of the following statements if you desire to be considered as either the Administrative Service Agency and/or the Financial Organization. If you feel any statement does not apply, please indicate so by responding: "Not Applicable" and provide your reasoning. Company Background A. The name of your firm, home office address, New York State address (if any), and the name (including title), address and phone number of your primary contact person whom we may contact about your proposal. Name of Firm TIAA-CREF' Address 730 Third Avenue New York, NY 10017-3206 Point of Contact Dwyatt McClain Title Director, Advisor Sales • Address 8500 Andrew Carnegie Blvd. Charlotte, NC 28262 Telephone number 704-988-5950 B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b) deferred compensation plans for state and local government employers. In New York State such plans first materialized in 1985, include your specific experience in similar plans in New York since that time. Since 1918, we have been helping to meet the financial needs of plan sponsors and participants in the academic, medical, governmental, research and cultural fields. TIAA-CREF began as the Teachers Insurance and Annuity Association of America®(TIAA®) nearly a century ago, chartered as a stock U.S. life insurance company and domiciled in the state of New York. After World War II, in reaction to rising inflation and lengthening life expectancies, TIAA recognized the need for its participants to invest in equities in order to diversify their retirement funds. In 1952, a companion organization, the College Retirement Equities Fund® (CREF®), was created for that purpose. Today, TIAA-CREF is a Fortune 100 financial services organization and a leading private provider of retirement benefits nationwide, serving 4.2 million active and retired participants from more than 16,000 plan sponsors in various fields, including governmental, academic, research, medical, cultural and public. We have combined assets under management of$866 billion (as of March 31, 2015), with a rich history of almost 100 years of dedication to those • who serve the greater good. r s(itr ci.el investor Use Ctnly Section fi!Adnunisbatiue Service Agercy'Financial Organization �4 Town of Southold 11111 Our decades of experience with defined contribution plans have allowed us to incorporate the unique requirements of 457 plan administration into our suite of administrative services. As such, many large public systems across the country have selected TIAA-CREF to administer their 457 plans. In doing so, they have benefited from and enjoyed much of the same success as plan sponsors with 403(b), 401(a) and 401(k) plans. TIAA-CREF has extensive experience and knowledge in retirement and deferred compensation plans for governmental plan sponsors, including states, local governments, school districts and universities. We work regularly with public sector defined benefit pension systems at the state and local level to ensure the defined contribution and deferred compensation plans we administer are operated and communicated in an integrated and consistent manner. Our governmental services are supported by dedicated strategy and operations staff experts in 457(b) governmental plans. We believe the combination of capabilities we have built over the past several years surpasses what is available from many other full-service financial services providers, none of whom share our nonprofit heritage or unique mission. We currently service over 2,200 defined contribution plans in TIAA-CREF is experienced in delivering high- New York State for more than 442,000 employees, sector. etirement plan services to the public representing assets of over$63 billion. Our service to plan sponsors in New York State dates back over 90 years and • $170 billion in assets(47%of the public includes offices in Syracuse, Buffalo, Albany, Rochester, sector marketplace)" • 4,800 plans and two million employees Ithaca, NYC and Melville Long Island. The New York area is • $51 billion in 401(a)and 457 combined plan home to an extensive list of plan sponsors we serve and is assets also a region of the country where we have made significant • Two-thirds of our 457 plan sponsors have capital investments in both personnel and real estate. The chosen us as their exclusive provider for these investments is to give everyopportunity for • Ranked in top 10 recordkeepers epers of 457 purpose pp y plans" plan employees to meet with a TIAA-CREF Financial Consultant. This is a differentiator for our organization and has been a major component of our success serving plan sponsors, and a particularly beneficial approach when working with public sector 457 plan employees. Finally, it is important to note that TIAA-CREF's real estate and securities investments in the State of New York total almost$30 billion. C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for? How many of these plans are New York plans? As of March 31, 2015, TIAA-CREF services 524 457(b) public employee deferred compensation plans nationwide. TIAA-CREF currently services no 457(b) public deferred compensation plans in New York State. • `Source:Spectrum Group, Retirement Market Insights 2013, based on total public sector DC assets of$362B. "Source:Cerulli Quantitative Update,U.S.Retirement Markets 2012,based on assets and number of plans For Investor use Only Section 111 Administrative Service AgencyiFInancial Organu atIon 5 1111 Town of Southold • E. List ten (10) client Code Section 457(b) deferred compensation plan --- references .___..__..._.references for which your organization provides services and/or investment products similar to those requested in this proposal. It would be preferable if five (5) of the references could represent different size clients (based on assets) from New York State, if possible. Please include contact person name, title, address and telephone number, number of participants and approximate size of plan assets and the number of years you have been providing services. Spreadsheet format preferred. A reference list is provided behind Tab 2. F. What professional liability coverages are maintained by your company for errors and omissions or any other act? We maintain Professional Liability Insurance coverage, often called Errors & Omissions Insurance, which will respond to claims for errors, omissions, and other acts committed by the TIAA-CREF organization or employees. This coverage is in an amount of at least$10 million and is presently underwritten by U.S. Specialty Insurance Company (a subsidiary of HCC Insurance Holdings, Inc.). This coverage is often confused with and very different from Fiduciary Liability Insurance and is also known as Pension Trust Liability Insurance. The Fiduciary Liability Insurance Coverage that TIAA purchases only applies to the trustees of TIAA's own retirement plan for its employees. It does not apply to nor does it protect the Trustees of our customers' retirement plans. We believe it is the responsibility of the Trustee S of a retirement plan to evaluate their plan's exposure to risk and purchase the appropriate coverage to meet their individual needs. G. Financial Organizations should provide appropriate "ratings" from the following: A.M. Best, Standard & Poor's, Moody's, and Fitch (formerly Duff & Phelps). Has your rating in any of these agencies fallen below"A-" in the last three (3) years. If yes, give complete details. If, as a Financial Organization, you have no ratings by any of these agencies, please explain. For its stability, claims-paying ability and overall financial strength, TIAA is one of only three insurance groups in the United States to hold the highest Insurance Financial Strength ratings currently awarded from all four leading independent insurance industry ratings agencies. Our ratings have never fallen below an A- in the past three years. _ .„• tnr trse Only Section!.t.radm tst-F tine Service Age 1,-y Org, vntton Town of Southold • Rating Agency TIAA Insurance TIAA Ranking Financial Strength Rating A.M. Best A++ 1st highest of 15 (as of 9/14) (Superior) Categories Standard & Poor's* AA+ 2"d highest of 22 (as of 10/14) (Very Strong) Categories Moody's Aa1 2"d highest of 22 (as of 10/14) (Exceptional) Categories Fitch AAA 1st highest of 22 (as of 10/14) (Exceptionally Strong) Categories H. Provide any additional information that would distinguish your firm. TIAA-CREF's unique strength is that we have a singular focus—retirement adequacy and security for employees in our plan sponsors' plans. This is not a subsidiary business for us— it is our business. We are focused on the interests of those we serve. As your provider, we will remain dedicated to helping you meet your plan management and oversight needs in order to ensure the financial security of your employees and the relationships we solidify along the way. We offer: Familiarity with New York State and Local Retirement System: Our current plan sponsors in the State of New York include many public employers who offer primary defined contribution retirement plans through the New York State and Local Government • Retirement System. We are the administrator for New York State's Voluntary Defined Contribution plan which began July 2013 and is available to all NY municipalities. We regularly provide retirement and financial planning services with regard to employees in the State and Local Retirement System and with regard to supplemental deferred compensation plans they participate in. a Dedicated Service to the Government Community: TIAA-CREF is a unique organization with a structure that is focused exclusively on the financial needs of our plan sponsors in the government, medical, academic, research, and cultural fields—and the only large, full-service financial organization to do so. We are not a publicly held company subject to constant stock price pressures for shareholders. a Expert Plan Sponsor Fiduciary and Administration Support Services: TIAA-CREF Relationship Managers and other client service team members are all experts in governmental retirement plans. Your client service team will be highly knowledgeable in every aspect of deferred compensation retirement systems, and will bring the expertise you need on the special compliance and tax rules around 457 plans in NY State. We have significant experience reporting regularly to Boards and Committees for and with our plan sponsors. a Open Architecture: We offer a platform that lets the Town or its Investment Advisor customize a menu of investment options offered by multiple investment managers to meet the unique retirement and savings needs of its employees. We eliminate the need to complete forms to execute transfers and gain access to funds offered by different investment providers. Per Standard&Poor's criteria,the downgrade of US long-term government debt limits the highest rating of U.S. • insurers to AA+(the second highest rating available).There is no guarantee that current ratings will be maintained. Ratings represent a company's ability to meet policyholders'obligations and claims and do not apply to variable annuities,mutual funds or any other product or service not fully backed by TIAA's claims-paying ability. Foy lnstitutiol investor Use Only Section III Administrative Service Agency/Financial Organication i 7 Town of Southold • m Participant Investment, Financial and Retirement Planning Services: Helping government and nonprofit employees maximize accumulations before retirement is the core of TIAA-CREF's business. To that end, we provide sophisticated, savings and investment tools, counseling that helps each participant plan for and meet their own retirement needs, and a communication and education program that targets specific participant needs based on life stage,job type, and individual requirements. Comprehensive Education: We are committed to educating employees at all levels of investment sophistication. Our integrated communications plan focuses on delivering the right message to the right segment of employees at the right time. Because the Town's deferred compensation employees have varied preferences and schedules, TIAA-CREF offers communication and education services via a number of delivery channels: in person on-site or in one of our local offices, by phone, in webinars, video e-mails and podcasts, and through social media such as Facebook and Twitter. Long-term Investment Strategy: Our plan and product offerings are truly focused on delivering along the retirement continuum. Our unique approach to retirement planning centers on ensuring that employees not only accumulate savings for the day they retire, but also actually build an ongoing income stream that allows them to enjoy the retirement lifestyle they deserve and desire. We offer the best mix of products to maximize accumulations before retirement. • • � tEF ,, 8,vr_stor use Only Sechor7 III Administrative Service Agency/Financial Organization 8 Town of Southold • • Section IV. Services Please respond to each of the following statements if you desire to be considered as the Administrative Service Agency. If you feel any statement does not apply, please indicate so by responding: "Not Applicable" and provide your reasoning. Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers, if utilized. TIAA-CREF has nearly 100 years of experience in providing communication and education programs, including valuable information and tools to help employees make informed decisions. TIAA-CREF will partner with you to help your employees plan for and live well in retirement. These services are currently available to our more than three million active and retired employees to address their needs throughout their careers and through retirement. Our multi-channel service delivery approach includes personalized advice, counseling, employee orientation meetings, financial planning seminars, standard webinars, customized "Brainshark"webinars, and podcasts. We have included a Communication and Education Overview behind Tab 3. • Personalized Planning. Maximized Participation. Lifetime Income. w --- ` EARLY CAREER MID-CAREER PRE-AND POST-RETIREMENT Participant Communication and Education We will develop a customized communication and education program that We provide financial addresses they Town's key goals, such as enrolling new employees, increasing education support to your participation, helping employees stay diversified, and educating them on the employees. Every fundamentals of retirement planning and investing. interaction is geared toward driving a higher income replacement rate in The primary source of information and tools to help employees meet their goals is retirement. the TIAA-CREF website at tiaa-cref.org. We also send regularly scheduled communications to employees throughout the year and special communications as needed. We are committed to helping ensure your employees have what they need to anticipate and plan for their financial needs in retirement. • TIAA-CREF For Institutional Investor Use Only Town of Southold • Plan Sponsor Communication and Education TIAA-CREF provides education, communication and guidance to help our plan sponsors manage their retirement plans and meet changing fiduciary obligations, which includes guidance and analysis to help plan sponsors meet the monitoring, auditing and reporting obligations related to the NY Model Plan regulations and or amendments to the NY Model Plan. We also provide resources to plan sponsors so they can inform their employees on the economy and its impact on their accumulations and distributions from their account. Laptops are used to perform a variety of transactions including enrollment, funds transfers and loan initiations (if allowed by the plan). 2. Briefly describe the types of marketing/promotional materials to be utilized. How will you work to develop a marketing program unique to our needs? We will work with the Town to develop and deliver a targeted communication and education strategy to make employees more aware of the plan and its benefits and increase participation. Initial Program Implementation w A customized enrollment and education strategy that meets the needs of the Town and its employees (including new employee orientations and individual counseling). is Promotional materials including announcement and special notification letters, enrollment • kits, email blasts, a custom web portal, and PowerPoint presentations to create excitement and enthusiasm. w Group enrollment and orientation meetings and webinars conducted by retirement counselors who will introduce plan changes, explain the transition process, provide information on the program, and assist with enrollment and asset allocation. Individual meetings are conducted with current or new employees desiring more in-depth guidance. ■ Explanation of services and how they can help employees. • Access to independent investment advice. Pre-Implementation Based upon our experience in implementing retirement programs, we expect that pre- implementation communication and education activities for the Town of Southold will include: • A detailed customized Communication and Education Plan • An Announcement of Plan Change from the plan sponsor in an agreed-upon medium a A brochure of FAQs related to plan changes and employees' action steps • A schedule of webinars and awareness-building events ✓ Kick-off meetings ■ TIAA-CREF help desks for enrollment assistance Extensive employee communication and education are essential to a successful plan implementation. TIAA-CREF will work with the Town to develop and execute an integrated program to build awareness and knowledge of the plan's new investment choices and • opportunities. Our simple but effective strategy will give your message broad exposure and help lead to action. ,i ntit,t�r ai InvLSl(1 Use')eIy L Alen iy, 11111 Town of Southold 411 3. Do you provide communications to participants on a regular basis, if so, please describe? Yes. The Town's ongoing integrated communication program will include: Engaging Your Employees We will develop communication and so Individual participant advice program education campaigns with all of to Financial Essentials Seminars and orientation meetings designed your employees in mind. to meet different levels of investment sophistication and interests. Targeted messaging and relevant We will work closely with the Town to meet demand messages help to create employee • Retirement income guidance and advice—available in person or engagement with all of the Town's by phone education efforts. • Individual counseling by phone Monday through Saturday through our National Contact Center(NCC) • Self-help planning tools on the TIAA-CREF website • A library of educational materials that can be viewed on the website or ordered by phone • Podcasts that convey the need for plan-based savings in a volatile market • Communications via social media outlets such as Facebook, Twitter, iTunes and YouTube, and through our iPhone application * An invitation to TIAA-CREF's exclusive online community for employees nearing retirement: www.myretirement.org • eNewsletters • Statement messaging x Secure website messaging N Various brochures and marketing collateral focused on educating employees on the need • for full plan participation o Quarterly statements n. Quarterly Personal Finance eNewsletters online. e Updated prospectuses and supplements for non-proprietary investment products 4. Will these services and materials be prepared and distributed at your cost? Yes. TIAA-CREF will offer the proposed communication and education program as described throughout this proposal at no additional cost. If additional service levels or customized materials are desired, we would be happy to work with the Town to develop an enhanced program. The additional cost would depend on the level and scope of the nonstandard elements. 5. What educational materials will be provided to the Plan to maintain compliance? Fees and expenses are disclosed to employees in the Plan Transaction Detail section of the Quarterly Retirement Portfolio Statement. A note in the Disclosures section of the statement refers the participant to the Department of Labor's website for an example showing the long- term effect of fees and expenses. Additionally, the fund prospectus for each proposed investment option discloses its expense ratios and fees. All necessary participant communications needed to maintain voluntary compliance with ERISA§404(c) are also provided. a ;t1,estcr Use L.niy Se kin Town of Southold • In addition, TIAA-CREF provides the following notices to plan sponsors to provide to employees: Is Summary Plan Description NY Model Plan i• Summary of Material Modifications (where needed) for the NY Model Plan as adopted by the NYS Deferred Compensation Board 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location. How often are these type sessions proposed? Indicate the use and capabilities of laptop computers, if used. Your deferred compensation plan's success depends upon effective employee We provide the following participation. TIAA-CREF will engage and educate the Town's employees to help during enrollment them get the most from their plan. • Orientation group meetings • In-person counseling A typical enrollment meeting ensures that employees are thoroughly informed so sessions they can take full advantage of the plan. TIAA-CREF supplies all necessary • Updated website, enrollment forms and print materials. enrollment kits investor guides The group education meetings may include new employee orientations, to help educate employees on the features and benefits of contributing to the Town of Southold's deferred compensation plan, and Financial Educational Seminars on such topics as planning • for retirement, financial issues for mid-career employees, asset allocation, market volatility and distribution options. Laptops are used to perform a variety of transactions including enrollment, funds transfers and loan initiations. 7. Please describe, in detail, your one on one counseling sessions. Your response should emphasize how you plan to satisfy "the individual one on one on demand availability" of your enrollment specialist especially at times and locations convenient to our employees. TIAA-CREF has vast experience in employee communications and is uniquely qualified to deliver needs-based counseling and actionable solutions to your employees. With tangible results in guiding employees to and through retirement, our Financial Consultants focus on plan design education and evaluating retirement readiness using our proprietary real-time, web-based tools. TIAA-CREF Financial Consultants deliver solutions and education with a goal of objectivity and integrity, reflecting our belief that employees are most likely to engage a personalized retirement strategy when developed and delivered with a trusted partner. We will work with the Town to determine the appropriate times and locations for individual counseling sessions. • f of Instill. t i .31 Invesi� i U,e�)nIy �e�l!on I'V Sr i w�.es; 11 1111111 Town of Southold • 8. What educational services are provided for retirees? SA mN ATP RT We provide a wide array of products and consultative guidance to support retirees for a long- term investment strategy to help maximize accumulations for retirement and then transition seamlessly to retirement. Our plan and product offering is truly focused on delivering on the retirement continuum. We offer the following educational tools to support retirees. Pre-Retiree/Retiree Advice Our Advice and Planning Services include specialized advice targeted to pre-retirees (1 year prior to retirement) and retirees to ensure they are on track to meet their goals at various stages of their careers, understand their income options in retirement, and help ensure a successful retirement. The scope of these services includes the following: Needs Assessment • How should I take my income in retirement? • How should I allocate and invest in retirement? • Will my income and wealth last through retirement? Focused support • Asset allocation and fund selection F nancial Essentials Seminars These seminars are designed to help employees plan for retirement at all stages of their careers. We supply workbooks and visual aids that help them understand the presented • information. We also offer online seminars through the TIAA-CREF website, making financial guidance available to current and prospective employees no matter where they live or work. Viewers see a moving image of the presenter with scripted content, and can take immediate action by linking to tools such as interactive retirement calculators and allocation resources (see www.tiaa-cref.org/financialeducation). The website also offers tutorials that allow viewers to navigate a variety of topics such as retirement income planning. Unlike many of our competitors, we do not require site visitors to register or supply personal information in order to view the seminars. TIAA-CREF Telephone Representatives Our Telephone Representatives help employees understand their options for receiving income in retirement. Print Materials • Educational booklets on retirement income options • Periodicals that address a range of retirement and financial planning topics, including retirement income strategies • Comprehensive packet of information on income options, taxation and beneficiaries, including illustrations, worksheets and forms 9. Describe your approach to asset allocation and diversification. TIAA-CREF believes that investors should focus on the fundamentals, a commitment that became even more relevant during the recent market turmoil. S r )r rash t')'1,1 fs v(- for Use t-)t7ly Section IV Se v(ces! '3 Town of Southold We recommend that employees follow a simple three-step process. ■ Have a long-term plan that reflects financial goals, family situation and risk tolerance, and diversify your portfolio across a range of asset classes. • Regularly monitor and rebalance your portfolio to maintain your original allocation, which can become misaligned over time due to the performance of the asset classes selected. ■ Annuitize part of your retirement savings to help ensure that your projected income lasts a lifetime. Available on-site, through the Web or via podcasts, TIAA-CREF provides Financial Essentials Seminars to help educate and inform employees on a number of topics including the basics of investing and asset allocation. ...ww Asset allocation tools are also available on the TIAA-CREF website at tiaa-cref.org. Employees can use one of several interactive calculators to evaluate aspects of saving for retirement and building a retirement portfolio. For example, the Asset Allocation Evaluator creates a model portfolio according to risk tolerance—conservative, moderately conservative, moderately aggressive or aggressive—based on a participant's —'___ answers to a questionnaire. The asset class model is accompanied by examples of accounts or mutual funds within the asset category. An Investor Profile Worksheet is available to help employees determine which of these two investment management strategies • is best suited to them: One Decision: Employees choose from TIAA-CREF Lifecycle Funds that offer a simplified one-decision strategy based on an individual's year of retirement. == - Build Your Own Portfolio: Employees choose from a broadly diversified menu of investments adopted for the plan by the plan sponsor. In addition, employees are well-supported in allocating investments to achieve their own specific goals. This is accomplished through the advice service powered by Ibbotson Associates, which offers objective recommendations on how to allocate an investment portfolio and provides a probability of success assessment to ensure that employees' needs align with their goals. 10. How do you follow up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date? Your comments on the one on one availability of your enrollment specialists for this function are important. We can track all attendees of group meetings and individual counseling sessions and take this information and cross reference it with an overall participant list. For all employees who • have not attended a group meeting or training session, we can do a follow-up communication inviting the employees to a meeting or individual-counseling session. r ,Stet, Use Only Section iV Services 14 1111 Town of Southold • TIAA-CREF will provide feedback to the Committee on the status of those that missed an opportunity for a group session including tracking the progress of the attempts to reach out to those persons. If the Town can provide the contact information for those employees that were subsequently hired after the meeting date, we will reach out to contact them and/or to schedule an individual meeting while they are working in other departments within the Town. 11. Briefly describe your continuing education program, if any. Multi-Channel Delivery Our multi-channel delivery approach enables employees to TIAA-CREF will continue to monitor of access communication and education services as theyprefer— the Southoldperfdrmance nf theplan anTowd work retirement and work in person, by telephone or online. TIAA-CREF's education and with you to build a communication communication services are provided via four primary access plan for the upcoming year based channels as follow: upon employee needs and your goals.Throughout the year,we will work together to refine and Counseling Services enhance the plan. • In-person meetings: • During the transition, we will dedicate a team of Financial Consultants and others as necessary to hold group meetings with Town employees to explain the new plan and all its ramifications and answer questions. Educational Meetings and Seminars • • Financial Essentials Seminars (FES):A modular program designed to help employees plan for retirement at all stages of their careers, from the time they are new entrants to mid-career"checkups" to pre-retirement planning. TIAA-CREF supplies workbooks and visual aids. Available Financial Essentials Seminars include: • Save for Tomorrow • How Am I Doing? • Pre-Retirement: A Personal Journey • Your Retirement Income Options • Developing An Asset Allocation Strategy/Investment Strategy • Tax-Smart Ways to Save and Invest • Basic Principles of Tax-Deferred Savings • She's Got It: A Woman's Guide to Saving and Investing • Five Habits of Highly Successful Investors • Enhancements to Your Retirement Plan are Here • Investment Guidance Meetings: Part of our Planning and Advice Program. Financial Consultants offer employees customized advice on asset allocation, fund selection and saving rates within your program. Internet Tools Online Advice, Planning Tools and Calculators: Online advice, calculators and tools employees can use to review and plan for financial goals. This includes self- service online advice that considers household assets and other sources of income, and income planning tools that are intuitive and easy to use • • Education and Support: Forms, planning tools, publications and educational information about investing I,nester Use Only Se cion IV Sn,ut'E ; 1�, Town of Southold 111 ■ Financial Education Webinars: Online webinars provide a wealth of information and guidance for employees through their entire Recycles • Fund Research: Performance information, distributions, Morningstar ratings and more fund information • Bookstore/Publications: Browse online financial publications and order hardcopies Telephone Services • National Contact Center 800 842-2776: Representatives are available 8 a.m. to 10 p.m. (ET)weekdays and 9 a.m. to 6 p.m. (ET) Saturdays for enrollment, transactions, inquiries, information on retirement savings and planning, income options, and reports. • Voice Response System (VRS) 800 842-2252: Available 24 hours a day, seven days a week for allocation changes, accumulation values and transfers, and TIAA and CREF performance, forms and booklet requests Social Media TIAA-CREF continuously develops new technology aids and delivers them to plan employees in a way that is convenient and meaningful to them. As part of this effort, we have partnered with plan sponsors to develop education and communication campaigns that maximize social media. We have received positive feedback from employees on the tools introduced to date and described below. TIAA-CREF Online Communities • Myretirement.org and Woman2Woman: Financial Living are TIAA-CREF's online communities with nearly 65,000 members. MyRetirement.org is the go-to online community for people who are five to ten years from retirement or currently retired. The site has become a value-added benefit, delivering .�. timely and relevant information to help its members make better decisions at this important time in their lives. Popular topics of discussion include retirement u savings and income, volunteering and travel and relocation. Woman2Woman: Financial Living is a place where women can share financial attitudes and experiences and get insights from top financial experts. Women come to the community to ask questions of a panel of experts, get and exchange tips and engage in peer-to-peer conversations. Topics range from managing and getting rid of debt to budgeting and balancing the cost of raising a family. TIAA-CREF on Facebook, Twitter and YouTube TIAA-CREF uses social media and digital technology to communicate with employees. • Our Facebook page now has more than 36,000 fans and our Twitter Account, TC_Talks, has more than 19,000 followers. • Our Facebook page features the latest information on contemporary topics such as socially responsible investing (SRI) and corporate governance, and thought- provoking commentary feeds from sources such as The New Yorker, This American Life and All Things Considered. • slit.;rnai ir; e..nr U'se nI Section 111 Se;u ce4 16 1111 Town of Southold • • A series of educational"howcasts" (how-to videos) accessible via our participant website and the TIAACREF1 YouTube channel explain in plain language how to plan for retirement and save more to meet one's retirement income needs. TIAA-CREF on iPhone& ITUNES The TIAA-CREF Savings Simplifier Application, which was rated as one of the"Top Five Free Investing Apps" by CNN Money, is available free from the Apple App Store on iTunes and enables users to track the performance of TIAA-CREF funds, determine their Financial 10, and receive useful and entertaining information on saving for retirement and other financial goals. The features in this application allow users to: • Contact a TIAA-CREF consultant • Access their retirement plan accounts • View account balances, number of shares and current price and value of each investment "" • Access news, podcasts and other content from TIAA-CREF 4:) • Get the latest information on TIAA-CREF funds including fund performance including details such as expenses, asset class, inception date and returns (YTD, 1, 3, 5, 10 and since inception) • Challenge themselves with our Money Smarts quiz • Picture their future with the Retirement Projector • Discover simple ways to save that can really add up • Learn how to accelerate future savings • Map the locations of TIAA-CREF offices across the country In addition, podcasts downloadable from tiaa-cref.org and iTunes offer perspectives on • issues affecting markets, the economy and investments. Market Insights features in- depth interviews with TIAA-CREF's chief market strategist and other investment experts. iPad The"My TIAA-CREF" site is compatible with iPad users and thus has FULL view and transaction capability. We plan to continue to optimize the site for tablet users. Android and Smart Phones For Android and other smart phone users, the tiaa-cref.org site is intelligent as it detects your mobile device and delivers an optimized "app" experience within the mobile browser providing the same level of functionality and content as we offer on the Savings Simplifier iPhone app. There are no transaction capabilities in this first release of the application. If customers want to speak to TIAA-CREF, they can use the Contact Us feature, which provides one-click dialing to send a message, schedule a call, or locate a TIAA-CREF office. 12. Do you attest that these Enrollment Services are provided only by a properly licensed representative: licensed to meet both Federal and New York State requirements? Yes. Fr, istitt,ic investor Use Only Sec';or IV Sery ces 17 1111 Town of Southold • Administrative Services A. Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? Yes. In addition to your Relationship Manager and Client Service Consultant who are available for questions from the Town of Southold, an integrated team of TIAA-CREF Telephone Representative will be available to plan sponsors toll-free, Monday to Friday from 8 a.m. to 8 p.m. (ET), at 888 842-7782 via our Administrator Telephone Centers (ATC) in Charlotte and Denver. 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? Your Relationship Manager will work with the Town and its legal counsel to identify and communicate to the Town and employees changes to the New York State Model Plan Document. We will communicate to the Board any amendments that may need to be approved by the Town Board as a result of any update the NY Model Plan by the NY State Deferred Compensation Board. 3. Does your company provide loans to participants? • Yes. Employees can request loans through My TIAA-CREF on our secure website (tiaa- cref.org) or obtain a request form from our NCC. Online (Paperless) ■ Employees can view their maximum available balances, then complete and submit a loan application online ■ The application is pre-populated with basic participant information ■ Employees can initiate the request using data from our modeling tool, which provides basic calculations and comparisons between eligible loan options ■ Paperless loan processing is not permitted if the loan is to be used for the purchase of a primary residence, or if employer approval or a spousal waiver are required Telephone A Telephone Representative in our NCC will: ■ Confirm that the participant is eligible to take a loan ■ Quote the participant's maximum available balance ■ Mail the participant a loan application, which is pre-populated with basic information plus information gathered during the call. The participant then completes, signs and submits the application by email, fax or mail Loan requests received in good order are processed within three business days. Following processing, we send the participant a loan package containing the loan agreement and amortization schedule and in a separate mailing we send the funds via check. To best safeguard your employees' retirement assets, we recommend that you restrict each • participant a maximum of three active loans at one time. You may impose stricter limitations if you choose. F. inuesior Use( Section IV Services 18 1111 Town of Southold 4. Do you offer a loan feature? If yes, please describe. Employees can request loans through My TIAA-CREF on our secure website (tiaa-cref.org) or obtain a request form from our NCC. Online (Paperless) ■ Employees can view their maximum available balances, then complete and submit a loan application online f The application is pre-populated with basic participant information ■ Employees can initiate the request using data from our modeling tool, which provides basic calculations and comparisons between eligible loan options § Paperless loan processing is not permitted if the loan is to be used for the purchase of a primary residence, or if employer approval or a spousal waiver are required Telephone A Telephone Representative in our NCC will: a Confirm that the participant is eligible to take a loan ▪ Quote the participant's maximum available balance ✓ Mail the participant a loan application, which is pre-populated with basic information plus information gathered during the call. The participant then completes, signs and submits the application by email, fax or mail Loan requests received in good order are processed within three business days. Following processing, we send the participant a loan package containing the loan agreement and amortization schedule and in a separate mailing we send the funds via check. To best safeguard your employees' retirement assets, we recommend that you restrict each participant a maximum of three active loans at one time. You may impose stricter limitations if you choose. 5. Will your company withhold, remit and report income taxes deducted from distributions? Does this service include the production and distribution all income tax reports to all the necessary parties as required by federal and state laws? Yes. We perform all applicable tax withholding on distribution, and deposit taxes with government agencies based on regulations. In addition, we distribute all required tax forms on a timely basis to employees and government agencies in accordance with existing regulations. In accordance with regulations, every January we mail Forms 1099-R to employees depending on the type of payments they receive. There are no additional fees associated with this service. An Industry-Leading 6. Specify all reports which will be issued to us, our participants Plan Sponsor Website andgovernmental agencies. TIAA-CREF's secure website for g plan sponsors, PlanFocus, achieved the No. 1 position from Plan Sponsor Reporting DALBAR for the first quarter of Plan Focus, the TIAA-CREF plan sponsor website, was designed to provide 2015.This is the third sponsors with the tools, resources and expertise theyneed to manage consecutive quarter that planp pPlanFocus achieved the top • and optimize their plan, facilitate retirement readiness and drive outcomes overall ranking in the defined for both their plan and employees. contribution(DC)plan sponsor category by the market research firm. t',, ion <al Investor Use Only Section IV Services j 19 Town of Southold 411 The custom reporting feature will help the Town more efficiently handle its administrative and reporting tasks, better manage fiduciary responsibilities and get quick access to plan and participant information to facilitate informed decisions. Dalbar recently rated PlanFocus as the top rated plan sponsor site in the industry. Plan sponsors have the following reporting options using PlanFocus: Standard Reporting allows you to retrieve a predefined report Explore allows you to quickly access plan and participant information across all .. 3 ( t;. 6 � ,ea#r+. x�'w "j�1 �n r..s".aid'' •Fes. ,na;"k3�,;H zzfi 1 LScheduling allows you to retrieve reports that you have scheduled to generate Lor reports you have recently generated To improve efficiency and effectiveness PlanFocus has the ability to schedule an alert for any report. Users can choose either a quarterly or monthly alert and specify the day on which they are to receive notification that the report is ready for viewing. An alert on the Homepage will direct them to the My Reports section plus they will receive a message via email. Standard Reporting These reports are available on PlanFocus. Your dedicated service team will be able to fulfill • requests for reports that are not readily available through the website. To view a standard report, simply choose one of the following options: a Investments Reports The Investments reports provide information on plans and employees' balances. 8 Eligibility Report The Employee Eligibility Report provides information on the employees who are eligible to participate in the plan(s). * Enrollment Reports The Enrollment reports provide information on plans and employees' enrollment statuses and enrollment methods. ▪ Salary Deferrals Reports The Salary Deferrals reports provide information on plans and employees' salary deferral activity, statuses, and lists employees who have completed the salary deferral agreement. a Contributions Reports The Contributions reports provide information on plans and employees' contribution IIItrends, source details, contributions activity, and contribution dates. G al ‘,0,.:20 Jse:manly Section IV'Services 20 11111 Town of Southold • 2 Loans Reports The Loans reports provide information on plans and employees' loan activity including new loans issued, outstanding balances, loan activities, and statuses of loans in default or delinquent. iR Distributions Reports The Distributions reports provide information on plans and employees' distribution activities, types of withdrawals, trends, and other details related to distributions. 41 Employees Reports The Employees reports provide information on employees' demographics and employee statuses. •� Audit and Transactions Reports The Audit and Transactions reports provide information on plans and employees' contribution for each investment, transaction amounts, plan forfeiture activity, vesting, and other related information. xplore Plan Information Another reporting option allows for you to view plan information online. Use the Explore option when you want to review plan and participant information using filters for a deeper dive. • The options are: • Plans—Quick access to Summary and Trends. By selecting the Plans link the"At a Glance summary" will display charts and graphs. This provides overview of plan information. ■ Employees—Quick access to the participant list. By selecting the Employees link the "Employees with Balances" report will open. This report provides a summary overview of plan employees. PlepFowe Home .wmir...can ton Reparone Compeance eeacaeon Deem.',.Center Contact U. U.,Ot.caffon. o rAv PLAN; N mp,,.y, „n r�,yto a. ev e'.rnavr Fr lnnrc clrvv.wM1 caa feaNr mtl nM w+ eeraa,g sof la Ira orutwrmre re.+eeow ropr A..don e.ma Standard Reporting Custom Reporting Plan Review Eeptore _.... ...t,,....,.r n.a,. . Scheduling Participants by Murnbe,or Swamies by Age and Genrter Yessatm Imestmant. vrriva..m r+.arrs .ew R..ur`tr rarr, N+saaweMl ft.-Foe Diodo. T u.. -•.•+ 1111 ■ • r n, ;ns,t ,n Sl InYestetrUse Only Se tcsr V FI r,ces 2 11111 Town of Southold • Plan Financial Reporting Package In addition to the above reports, we can provide you with a comprehensive plan financial reporting package that you can access through PlanFocus. The annual plan financial reporting package contains certified financial reports and supplemental financial reports that provide essential plan financial information and are consistent with those provided in the industry. If desired, we can also provide a less extensive reporting package focused on transactional activity either monthly or quarterly. PlanFocus provides access to plan-level data on a T+1 basis, meaning that reports accessed through the site provide data and activity as of the close of business on the previous business day. In addition to the wide array of reporting options, Plan Focus helps improve administration with the tools and resources you need to: ■ Save time with user-friendly processes • Comply efficiently with increasingly complex regulations ■ Make informed decisions about your plan • Help increase retirement readiness for your employees • Identify plan and participant trends right on the home page • Take advantage of our flexible reporting options that put you in control • Take action on a wide range of tasks from the all-encompassing administration section • Stay on top of compliance issues with an array of tools and resources to help guide you Sample plan sponsor reports have been provided behind Tab 4. Plan Outcome Assessment TIAA-CREF's retirement readiness measurement capability (Plan Outcome Retirement Ready Assessment)gathers a broad set of data to calculate income replacement TIAA-CREF promotes the best potential of plan employees. By using a sophisticated forecasting engine that employee outcomes in the not- includes Monte Carlo analysis at the individual level, TIAA-CREF can examine for-profit segment as measured assets, current savings rate and asset allocation to by the highest replacement each participant's plang income levels. measure a participant's potential to replace income in retirement. The data can be rolled up to the plan level and evaluated by demographic categories including gender, age, years in the plan, and life-stage segment. What's more, these results can provide benchmarks that allow sponsors to measure their plans relative to other not-for- profit plan sponsors. Benchmarks can also be used to establish plan outcome goals for the future. Combined with TIAA-CREF's broader offer, including a multi-channel participant engagement model, targeted communications and education programs and actionable advice, we believe our comprehensive approach to measuring, influencing and reporting on retirement readiness can best help plan sponsors achieve plan goals, as well as better support their fiduciary responsibilities. For example, we know that employees who meet with a consultant and receive our advice are more likely to take positive steps toward improving retirement readiness (68% save more, rebalance or reallocate after meeting with a consultant). However, when combined with our retirement readiness capability, we can show how these individual actions lead to improved outcomes for the plan. By establishing quantifiable, outcomes-based measures of retirement readiness, we have the ability to more directly measure, influence and report on the steps a sponsor is taking to adequately provide employees with the means to save for retirement. In addition, we can • better show the value TIAA-CREF brings to helping plan sponsors and consultants improve overall plan outcomes. F ' 1= et,ti_ re al Investor Use Only Section IV Sery e:es 22 Town of Southold • Key features of the Plan Outcome Assessment include: • Income Focused: We measure each participant's ability to replace the income they earned in their working years with income they earn from their retirement assets. * Unique to Your Program: We consider each of your employees' actual savings and investment behaviors when calculating income replacement potential. We also show the impact that changes to savings and investment behaviors could have on participant retirement readiness. al More Comprehensive: Our assessment focuses on employees in your TIAA-CREF record-kept plans but we can include your employees' assets held in other TIAA-CREF plans in our analysis. We find that many of your plan employees have participated in other retirement plans that TIAA-CREF record-kept during their career. As appropriate, we will include these other retirement assets in our analysis to provide a more comprehensive view of your employees' retirement readiness. * Benchmarking: We will show you how your plan outcomes compare to other not-for- profit plan sponsors. Benchmarks can also be used to establish plan outcome goals for the future. ■ Integrated: Our approach to measuring and improving plan outcomes is integrated into TIAA-CREF's overall service to you and is included at no additional fee. In summary, the Plan Outcome Assessment will help establish quantifiable, outcomes-based measures of retirement readiness so that together we can better influence the actions • needed to adequately provide employees with the means to save for retirement. A Plan Outcome Assessment will be provided to the Town of Southold annually based on compensation information provided to us by the Town to gauge the retirement readiness of the retirement plan. This does not include defined benefit information, if applicable. Several factors such as age, asset allocation, average asset balance and average annual salary are included in the report to determine where employees fall on the spectrum of preparing for retirement. Participant Reports Our Quarterly Retirement Portfolio Statement allows plan employees to review all their TIAA- CREF accounts and provides valuable information relative to the retirement plan and TIM- CREF's financial planning tools. For example, the statement includes global messages that may prompt employees to review their asset allocations or sign up for eDelivery of statements and other documents. It also features definitions of key investment terms that can facilitate educated retirement planning decisions, and reminds employees to take advantage of the free online retirement planning tools and calculators available at tiaa-cref.org. Employees can choose to receive their statements electronically (eDelivery), and can access them online via My TIAA-CREF at TIAA-CREF's secure website (tiaa-cref.org). Statements are available online within three business days of the end of each quarter, and employees who choose eDelivery will receive an e-mail notification when the latest statement is available online. eDelivery also allows your employees to view the last seven years'worth of statements online at any time. eDelivery of statements provides your employees not only the opportunity to receive their information faster but also gives them an environmentally friendly "green" alternative. If eDelivery is not selected, the Quarterly Retirement Portfolio Statement • is mailed to employees within the regulatory time window of five business days after the last day of the calendar quarter. Fri :nstiti, cnal Investor Use Only Section I'J Services 23 1111 Town of Southold • The statements contain all activity processed during that quarter, a snapshot view of the portfolio as of the end of the quarter, and an asset allocation pie chart illustration. TIAA-CREF proprietary and nonproprietary investments are included. The Quarterly Retirement Portfolio Statement also reflects Self-Directed Brokerage*and Retirement Health Plan accounts and IRAs. 7. The Committee anticipates plan expenses related to the administration of the Plan. Would you be willing to reimburse the Committee for these expenses and if so, to what level? TIAA-CREF offers Revenue Credit Accounts that can be funded with revenue that exceeds our revenue requirement(price). Funds from these accounts pay for qualified plan expenses incurred by the plan. Unused funds from the accounts can be returned to employees at the Town's direction in the form of a Plan Service Credit. All services are included in the bundled pricing. B. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as "Voice Response Systems" or automated options. Include security features and voice options, if applicable. Our automated VRS is available 24 hours a day, seven days a week, 365 days a year and allows employees access to account information and general transactions in English and Spanish. TIAA-CREF's automated VRS allows employees to: Obtain Information: a Current prices, performance and account descriptions a Individual accumulations, in total and by account a Last contribution, the date it was applied and other transaction information Transact Business: a Change the allocation of future contributions a Transfer funds among the TIAA-CREF accounts, according to the rules of the plan ■ Order booklets, forms and prospectuses All VRS transactions are secure and confirmed for accuracy by e-mail or U.S. postal mail, based on the participant's documented preferred means of communication. Transactions that require employer approval are typically not processed through our automated VRS. Also, employees cannot be enrolled via the automated VRS. *Brokerage Services are provided by TIAA-CREF Services,a division of TIAA-CREF Individual&Institutional • Services,LLC.Members FINRA/SIPC.Brokerage accounts are carried by Pershing,LLC,a subsidiary of The Bank of New York Company, Inc. Member FINRA, NYSE, SIPC. I I,- CPL. 0 rr �r�strt�,trJnal Investor Use Only Section IV Sc vices I 24 Town of Southold • Our simple menu provides step-by-step voice prompts to guide callers through each step of the transaction or inquiry process. Employees can complete transactions such as transferring accumulations, changing allocations and ordering forms, and can inquire about their last contribution, payment status and account balances. If a mistake is made, the caller gets an additional attempt to complete the call. In addition, the caller can transfer from the automated system to a live Telephone Representative at any time during the call by pressing the number zero, "0." Telephone Representatives in our NCC are available Monday through Friday from 8 a.m. to 10 p.m. (ET) and Saturdays from 9 a.m. to 6 p.m. (ET). Our Text Telephone Service is available for hearing-and/or speech-impaired employees at 800 842-2755, weekdays from 8 a.m. to 10 p.m. (ET) and Saturdays from 9 a.m. to 6 p.m. (ET). Our VRS protects confidential information by requiring users to go through a lengthy authentication process to complete any transaction. Employees must enter a valid Personal Identification Number and Social Security number to complete any transaction. The PIN information comes in as a touch-tone signal for security purposes. For purposes of auditing and customer complaints, the Social Security number is then stored in an Interactive Voice Response log file, which is also password-protected. All participant transactions generate written confirmations, which are sent by e-mail or postal mail based on participant preference. In addition, our VRS has key entry and natural voice recognition capabilities (i.e., number, short phrases and full sentences).Our simple menu provides step-by-step voice prompts to guide callers through each step of the transaction or inquiry process. 2. Can your customer service representatives assist non English speaking participants? Yes. A team of registered representatives in our NCC can answer all investment and servicing questions in Spanish Monday through Friday from 8 a.m. to 10 p.m. (ET) and Saturdays from 9 a.m. to 6 p.m. (ET). In addition, our NCC can also provide employees with access to the AT&T Language Line, a bonded service that provides interpreters of 150 different languages and dialects for three- way conversations. Translation services are also available to employees for telephone one- on-one counseling sessions. 3. Describe your internet strategy. What features are currently available on your website? What services are you developing for the near future? What security safeguards are used? TIAA-CREF's participant website is a critical channel completing transactions and obtaining account information. Transactions made via TIAA-CREF's website are held and posted at the close of the New York Stock Exchange, typically 4 p.m. (ET), as are all transactions initiated through the various service channels. Investment performance information is updated daily. • r vesIor Use Only S.evtion IV Service's 1 2 J 1111 Town of Southold Suite of Online Tools A suite of online tools available on the TIAA-CREF website helps employees with the retirement planning process, from pre-enrollment to the retirement decision stages. Employees can view: e Their current profiles, including all their TIAA-CREF investment accounts ea Available TIAA-CREF products Ways to help meet retirement savings goals Interactive calculators and asset allocation software Asset allocation guidance tools are also available online to assist employees in allocating their TIAA-CREF account balances. The tools suggest an appropriate retirement portfolio based on answers the participant gives to a series of questions on risk tolerance and investment preferences. The tools are also on desktop and laptop computers for Financial Consultants to use in meetings with employees. In addition, a variety of online calculators help employees plan for retirement. They can also generate personalized retirement illustrations based on a menu of available assumptions related to future account values and income under different payout scenarios. Calculators include: n Retirement Goal Evaluator ▪ Pre-Tax Savings Advantage Calculator e Target Value • w Compound Interest w Adjusted Gross Income calculators TIAA-CREF also maintains a Spanish language website that provides educational information to better serve employees who prefer to receive information in Spanish. The site contains educational information on retirement planning and many customer service options. The interactive life stage FAQs provide educational information about retirement savings and the importance of preparing for financial security, as well as a brief glossary of financial terms. Our Spanish website can be accessed at http://espanol.tiaa-cref.org/. Transactional Capabilities Website transactions are processed in real time and documented to an audit file. The website applications interface with back-end systems to ensure consistency with the recordkeeping system. Depending on the type of data, it can be current from within the hour to within a 24- hour timeframe. All participant transactions generate written confirmations, which are sent to employees via e-mail or U.S. Postal mail, based on the participant's documented preference. Participant-initiated transactions include: ■ Secure account information, transactions, and account management functions ■ View current TIAA-CREF account balances by asset class and fund or by plan • View transaction history for the current and previous quarter ■ View and/or change current investment allocation • Request annual portfolio rebalancing ■ Transfer assets between funds within a TIAA-CREF account at See and/or cancel scheduled transfer requests • Check last contribution and status of recent service requests ■ Request duplicate account statements • View current account performance and rates for plan investments uRE-F For lips,t,;aria i, ves1or Use Univ Se,(inn'V Serv,;e;'26 1111 Town of Southold 4110 fie View and update personal information, including beneficiaries Request a loan u Initiate withdrawals u Generate illustrations of retirement income • View graphic displays of accumulations N8 View/download account information into Quicken • Asset allocation guidance providing individualized recommendations based on goals, personal financial data, desired income goals, risk tolerance and retirement date • Access calculators, including the Target Value, Compound Interest and Adjusted Gross Income calculators • Download product and service brochures in PDF format ■ Order publications and forms a Get enrolled faster by accessing simplified enrollment forms for many TIAA-CREF products • Electronic delivery (eDelivery) of personal statement and documents a Sign up for eDelivery of personal statements documents, financial reports, prospectuses and other materials All transactions can be initiated through the website. However, transactions that require an original signature, such as those that may require spousal consent or employer approval, cannot be completed through this channel. Examples of these transactions include hardship withdrawal requests, certain distribution requests, direct transfers/rollover requests and contract exchanges from other vendors into the plan. Panned Enhancements Delivering effective and engaging digital services has and continues to be a priority for TIAA. . Our top ranking in Dalbar for plan sponsor and participant services reflects our commitment and sustained investment in our digital channels. Our two-year development program includes significant enhancements to our web services, advice and guidance and core transactional services. An example of the new online services we are developing, under the advice and guidance program is The Retirement Transition Center, an initiative focused on building a new online experience for those individuals actively pursuing or engaging in income strategy decisions. The new center will help individuals to and through retirement, motivate them to think about their transition into retirement, and give them the education and personal context they need to plan and make retirement income management decisions. Our objective is to deliver relevant, engaging experiences that support you in evaluating and administering your plan and to enable your employees to maximize the retirement and financial benefits you provide. Security Safeguards The TIAA-CREF website consists of both public and secure content. All our secure features, including individual and plan account information and transacting capabilities, use the industry standard Secure Socket Layer(SSL) to create an encrypted connection between the plan sponsor's browser and our servers. Encrypted data transmitted within this connection cannot be compromised. Our website supports both 40-bit and 128-bit encryption. We have a multi-tier secured DMZ network architecture combined with the best industry-standard security solutions. For data-sharing protocols that allow the 360° view, data is passed through a 2-factor authentication using CA SiteMinder which further secures plan sponsor security profiles by • using SSL between SiteMinder& Directory Services. i �r uat ti}real investor Use On,y Sec tion IS Senores 2-;' 1111 Town of Southold Our multi-tier network architecture restricts dataflow within the designated channel that strictly blocks unauthorized access at any point during network communication of the plan sponsors' data within the TIAA-CREF network. Access to the secured website requires a unique, self-selected user ID, password, and security question and answer. Any visitor who enters an incorrect ID/password/security answer more than three times is automatically locked out of the system and must contact TIAA-CREF to confirm their identify in order to regain online account access; effectively eliminating the possibility of robotic and/or brute force attacks on an account. Every sign-on is logged for audit purposes, and sessions are automatically terminated after a stipulated period of inactivity. 3. Please describe the settlement options available to each participant at retirement, voluntary termination and death. Please state your compliance to reflect the Board's continued prohibition on annuity distribution options (Section 9003.7 of the Regulations). TIAA-CREF gives employees the flexibility to configure payments from their accounts, taking into account their financial needs, health consideration, other income sources and tolerance for variability. Employees can choose different forms of payments for all or any part of their accumulation. TIAA-CREF does not require a participant to liquidate his or her account following termination of employment regardless of the account balance; however, the plan may require this. Overview of Income Options 111 ■ Cash Withdrawals: Employees can take full or partial cash withdrawals upon termination of employment or retirement, according to your plan rules. • Systematic Withdrawals: Employees can tailor a periodic income stream to their needs and specifications, stopping and restarting as need dictates. Death Benefits Upon written notification and instruction by the designated beneficiary, death benefits are distributed. Depending on the selected distribution method, benefits may be paid as a lump sum, ownership may be transferred to the name of the beneficiary with assets continuing to be maintained by TIAA-CREF, or in some instances, benefits may be rolled over to an IRA. Throughout the process, employees will receive assistance and guidance through your Financial Consultant or our Telephone Representatives. TIAA-CREF agrees to the Board's continued prohibition on annuity distribution options. 4. In the event you are asked to administer our plan alongside another provider(s), please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers. Describe in detail the forms, signatures and overall process that you require. TIAA-CREF will follow guidelines established during the implementation period to approve and process requests, and the Town's staff will have minimal involvement in the ongoing process. If employees have any questions regarding transfers, they can call our NCC at 800 842-2776, Monday through Friday, from 8 a.m. to 10 p.m. (ET), and Saturday from 9 a.m. to 6 p.m. (ET). Ut sonar ,n iesior Use Ori v SectU n 'IV,-,er 1;5 1111 Town of Southold • Transfer requests can be initiated through our NCC or the website, and are processed within three days of receipt of all required forms and authorizations in good order. Recordkeeping System 1. Specify the basic recordkeeping system to be provided for our plan, with particular reference to the ability to receive, disburse, control and audit deductions, and to ensure timeliness, accuracy and confidentially of records and describe the software used. TIAA-CREF utilizes SunGard OmniDC recordkeeping software, a multi-tiered, scalable participant recordkeeping system that allows high volume processing of almost any type of contributory retirement plan including investments in annuities and/or mutual funds. By utilizing SunGard's OmniDC recordkeeping system, TIAA-CREF is able to offer its plan sponsors new and improved products and services such as enhanced and customizable reporting, an expanded lineup of investment offerings (including products from other companies), and consolidated plan administration. Cc ntribution Processing The contribution process begins with the electronic submission of contribution information from the plan sponsor. Throughout the day, we receive files (e.g., via FTP or file exchange with HTTPS protocol) of contribution information from plan sponsors or their designated • payroll provider. Upon receipt, a preliminary audit is performed to ensure that data is readable, fields are mapped correctly and Social Security numbers are present and valid. Lastly, files are reformatted as necessary and uploaded into our recordkeeping system. To allow plan sponsors adequate time to make any contribution file adjustments needed for TIAA-CREF to process the contribution file, as a best practice, TIAA-CREF recommends plan sponsors remit contribution files three business days in advance of submitting the corresponding payment. Upon receipt of the contribution file, TIAA-CREF will "scrub" the data file for good order and within 24 hours of receipt will: a Send a confirmation to the plan administrator indicating the contribution data is in good order and requesting submission of payment for the specific dollar amount of the contribution file; or • Send a confirmation to the plan administrator detailing any corrections needed to the contribution file and instructions on next steps needed for TIAA-CREF to accept the contribution data in good order. Upon receipt of both contribution data and the corresponding payment in good order, TIAA- CREF will process the contributions on the current day trade/participation date. Recordkeeping Integrity • The OmniDC recordkeeping system is a state-of-the art recordkeeping platform that contains numerous automated edits, controls, audit trails and management monitoring reports used to ensure the operating environment is sufficiently controlled. vector Use rThly Section IV Se;vices ✓c Town of Southold • Specific information relating to the checks and balances in place are detailed in our SSAE16 report, which is issued by an independent auditor and provides an opinion on our control environment. The SSAE16 report scope includes coverage of information technology general controls and Individual and Institutional Operations manual and automated controls relevant to day-to-day recordkeeping operations. TIAA-CREF has received certification from the American Society of Pension Professionals & Actuaries (ASPPA), which recognizes firms for their adherence to a standard of excellence and dedication to industry best practices. The review examines companies' recordkeeping practices, human resources, financial history, and quality management systems, among other factors. The certification program is run by CEFEX, which maintains complete independence during the registration decision process. CEFEX awards the ASPPA Recordkeeper Certificate to those firms that successfully satisfy the audit criteria and meet best practices. According to CEFEX, the certification provides assurance to fiduciaries and their stakeholders that TIAA-CREF has demonstrated adherence to the ASPPA Standard of Practice. The successful completion of the independent assessment is a significant indication of a firm's accountability to its plan sponsors and that it is well-positioned to earn the public's trust. 2. Briefly describe data processing operations, including the media by which your company can receive payroll deduction information, and its security provisions. Include a statement about your disaster recovery plan and its • site location. Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b) of the Regulations. The contribution process begins with the electronic submission of contribution information from the Town of Southold. Data can be transmitted via File Transfer Protocol (FTP), Secure File Transfer Protocol (SFTP)with SSH encryption or File Exchange. Our preferred method is SFTP encryption. Our preferred layout, the industry-standard Society of Professional Asset Managers and Record Keepers(SPARK) Remittance and Census Data Layout, contains all the data elements we need to support the many services we offer. We also offer an alternative TIAA- CREF Data Layout that is easily accommodated by our system. In order to keep accurate records, we require standard employee census data, including name, Social Security number, address and date of birth in addition to the amounts to be allocated as employer and/or employee contributions. The Town of Southold can modify census data each time a file is sent to us for regular remittance, and we will overlay the existing information. In addition, the Town can use TIAA- CREF's File Upload system to receive and upload payroll information. The system enables you to transmit an encrypted file through the TIAA-CREF Plan Administrator Web in a predefined format. All our secure features, including individual and plan sponsors account information and transacting capabilities, use the industry standard Secure Socket Layer to create an encrypted connection between your browser and our servers. • �.' �vst r U e.-r,ly `iertiOf1(V Services 3, Town of Southold • Encrypted data transmitted within this connection cannot be compromised. Our website supports 128-bit encryption—the highest level available. Other secure file transmission methods such as FTP with PGP encryption and SFTP are also available. Our preferred layout contains all the data elements we need to support the many services we offer. The layout is an industry standard layout as provided by the SPARK Institute. Data Security TIAA-CREF servers are behind robust firewalls that protect them, databases, and internal corporate systems from intrusion by checking each packet of information entering or leaving our network and blocking anything inappropriate. Our command centers monitor the firewalls using sophisticated tools 24 hours a day, seven days a week. In addition to securing the dataflow, TIAA-CREF complies with best in class security standards by implementing all of the following on regular basis: • Intrusion-detection systems and a highly secure network Firewall • Separate Web servers for internal and external use z Complete separation between our Production &development/test infrastructure ▪ Regular Audits to keep our system up to date • Regular vulnerability scanning &application of security bug fixes. * Strict access&change control procedures for production Disaster Recovery TIAA-CREF has a comprehensive and enterprise wide Corporate Business Continuity Program which includes all aspects of disaster recovery. The program is comprised of several distinct yet inter-related components, including corporate policy, executive support, • risk management and mitigation, business continuity planning, incident/crisis management and vendor risk management. The program covers all business areas, critical functions and office locations and is based on an "all hazards" approach to planning. This approach requires that plans be developed to address the potential impacts of an event on our staff, our locations, our systems, and our plan sponsors, rather than a specific event type (e.g., snowstorm, flood, system outage. Our program is driven by a deep understanding of the business risks related to service interruptions, our fundamental service commitment to our customers, and our firsthand knowledge of the rewards of proactive mitigation and maintenance of an ongoing and ever present state of readiness. Our recovery time objective for business-critical systems is less than 24 hours. Formal procedures are in place to swing operations to and from our alternate sites (New York, Broomfield and Charlotte) depending on the nature of the disaster. 3. Indicate all interfacing: payroll deduction inputs, required certifications and any other transactions, specifying all direct and indirect costs. Specify how payroll deduction information is to be supplied. Indicate ability to interface with internal data processing systems. TIAA-CREF does not"interface"with any payroll systems; rather, we accept files generated by many various payroll systems, and we upload the files onto our recordkeeping system. Our preferred method of transmitting contribution remittance data is File Transfer • Protocol (FTP)with PGP encryption. Data can be transmitted via the Plan Sponsor Web and File Exchange. ;,ituiionai investor Use Oniy Section IV Services j i 1111 Town of Southold • Our preferred contribution remittance layout is the industry standard SPARK Remittance and Census Data layout, which contains all the data elements we need to support the many services we offer. • • EF r,;est Korai Investor Use Olev Section IV Services j 32 Town of Southold • Section V Investments Please respond to each of the following statements if you desire to be considered as the Financial Organization. If you feel any statement does not apply, please indicate so by responding: "Not Applicable" and provide your reasoning. Fund Offerings Information should be for the most recent calendar quarter completed. 1. Describe fully the various attributes of each investment option your company has to offer. For each option include an Investment Options Summary sheet which includes the funds objective, portfolio statistics, asset allocation, top 10 holdings, and industry diversification. Fund fact sheets for each of the investment options are located behind Tab 5. To help the Town develop an appropriate investment menu, TIAA-CREF offers a broad choice of proprietary and non-proprietary investments. Our open architecture approach means there are no proprietary product requirements and you are free to select the investments that meet the unique needs of your organization. We are prepared to offer the same fund or an in-kind equivalent in order for you to maintain the current line-up, if desired. For purposes of this request for proposal, however, we have provided a sample menu for consideration behind Tab 6. • Please note that these investment options are provided as a sample menu and that plan sponsors can choose from more than 15,000 funds on our open platform when they finalize their menu. TIAA-CREF Individual & Institutional Services, LLC, and Teachers Insurance and Annuity Association (TIAA) and College Retirement Equities Fund (CREF), are not plan fiduciaries and do not provide investment menu advice or make recommendations. 2. Describe fully your "fixed" investment option. Include a one-page summary including applicable rates for the current calendar year, asset composition, and rating methodology. Option 1: TIAA Stable Value TIAA Stable Value is a guaranteed annuity contract issued by Teachers Insurance and Annuity Association of America (TIAA), New York, NY 10017. Contributions from different plans are pooled together and deposited in a non-unitized pooled separate account of TIAA. This guaranteed annuity contract is not considered to be an "investment" or"security" under Federal Securities laws. In addition, the contract provides a guaranteed minimum rate of interest of between 1% and 3% (before deductions for Contract Fees). Contract Fees are described in the annuity contract and are collected on a daily basis. Payment obligations and the fulfillment of the guarantees provided for in the contract during the accumulation phase are supported by the assets held in the separate account. If the assets in the separate account are insufficient to meet these obligations, the shortfall is supported by the general account of TIAA and is, therefore, subject to TIAA's claims-paying ability. Lifetime annuity payments are provided by TIAA, are subject to TIAA's claims-paying ability, and are not supported by the assets in the separate account. Past interest rates are not indicative of future interest rates. This product is not a mutual fund, variable annuity or bank product. The • obligations of TIAA are not insured by the FDIC or any other federal governmental agency. sti'�stiori. ,'vestor Use(D[IU Section V Investments 1"t3 Town of Southold 11111 As provided for in the annuity contract, restrictions may apply to certain plan sponsor and/or participant initiated transactions. Please refer to the annuity contract or certificate for further details. A TIAA Stable Value Fund Fact Sheet has been provided behind Tab 5. Option 2: RiverSource Stable Capital Fund We can also offer the Town of Southold the RiverSource Trust(RVST) Stable Capital Fund.* The RiverSource Trust(RVST) Stable Capital Fund invests primarily in a diversified portfolio of bonds backed by the U.S. government, its agencies, instrumentalities and enterprises backed by investment contracts in an attempt to maintain principal value. Investments may also be made in Ameriprise Trust Company government fixed income collective funds in an attempt to maintain principal value. There is no minimum interest rate guarantee, except for the 0% minimum crediting rate provided by each book value wrap contract. Interest is credited daily, and is reported as an increasing NAV daily. Rates may change daily based on the investment and reinvestment of the Fund assets. We structure the bond portfolios backing the investment contracts to meet participants' desires for a high quality, low volatility bond portfolio, rather than just another bond fund. We earn the returns in the bond portfolio before we pass them through to the investors. We track the market value compared to the book value on a daily basis. The difference is amortized through the crediting rate reset process, so that the participant crediting rate increases if the market value is greater than the book value and vice versa. The crediting rate may not go • below 0%, per the terms of each stable value contract. The contract interest rate is credited based on the following crediting rate formula. Crediting Rate = Bond Yield * (MV/BV)^(1/Duration)—Wrap Fee The crediting rate for each wrap issuer is reset quarterly; however, we stagger the rate resets so that one or two wrap issuers reset their crediting rates each month, which aids in the gradual movement of the overall crediting rate of the portfolio towards current market rates. Please see the RiverSource trust stable value fund information located behind Tab 5. *TIAA-CREF has agreements with several non-proprietary stable value collective investment trust funds that allow us to recordkeep those funds on our platform.The responses provided in this RFP are for the RiverSource Trust Stable Capital Fund.The inclusion of this fund in the response to your RFP is not intended to imply that TIAA-CREF makes any specific recommendation to adopt the fund nor provides any specific endorsement of the fund, its manager, trustee,sub-advisors(if applicable)or contract issuers.The plan fiduciary is solely responsible for selecting investments for the plan. Upon request,TIAA-CREF will provide responses to your RFP's stable value questions with responses applicable to other stable value collective investment trust funds that we have a recordkeeping agreements with.The majority of the stable value collective investment trust fund responses contained in this RFP have been provided by the fund manager or fund trustee and not by TIAA-CREF. Collective investment trust funds are not guaranteed or insured by TIAA-CREF,the FDIC,Federal Reserve Bank,the funds trustee,manager or advisor.Registration with the Securities and Exchange Commission is not required for collective investment trust products. Investments in the fund are NOT bank deposits and are subject to investment risks, including loss of principal. • �una� �7,restor i_se Priv Section lr`nvestrnents i S4 11111 Town of Southold 3. Does your company offer a self-directed brokerage window as a potential option? Please fully describe the services and fees associated with the administration of the brokerage accounts. Yes, we offer a self-directed brokerage window. TIAA-CREF provides simplicity, flexibility and choice. We offer mutual funds, equities and fixed income through TIAA-CREF Brokerage Services. We have partnered with Pershing LLC as our clearing partner. Pershing has more than 60 years' experience supporting financial institutions in trade execution, data processing and investment product and clearance services. Available Investments For 457(b) plans, the investments available through our brokerage window include: * Thousands of mutual funds from some of the best-known fund families • Exchange traded funds • Stocks • Bonds and CDs Tools and Resources Clients of TIAA-CREF Brokerage Services have access to market news, including: • Fund Finder mutual fund screener powered by Morningstar Thomson Financial research • S&P equity research • Real-time quotes • Dow Jones business news • Fees TIAA-CREF requires that a minimum of$1,000 be initially deposited to the self-directed brokerage account. Subsequent investments from the plan to the brokerage window must be at least$100. Following is our Commission and Fee Schedule: Equities Commissions: • Online : $14.95 (Clients with TIAA-CREF brokerage assets over$250,000—$9.95) ▪ VRS : $35 NCC: $55 Equity Notes: • Fees shown reflect stock prices greater than $1 per share. Orders to buy shares priced under$1 will not be accepted. • Orders to sell shares priced under$1 are handled via Client Service Assistance at the online commission rate above, based on eligibility. Financial Transaction Tax(FTT) Ordinary and ADR • All opening transactions in designated French companies will be subject to the French FTT at a rate of 0.20% of the total transaction cost. • All opening transactions in designated Italian companies with a market capitalization greater than 500 million Euros will be subject to the Italian FTT. 2013 rate= .0012 - .0022; 2014 rate = .0010 - .0020. • us,on., Section V Investn,r Town of Southold • ADR Agent Servicing Fee Is Fee will generally range from$0.01 -$0.03 per share. Amounts will differ by ADR. Please refer to the ADR prospectus for specific fee and other information. Mutual Funds No-Transaction-Fee (NTF)funds w Minimum initial investment for most funds: $500. For subsequent investments, a minimum may apply. • Short-term redemption fee: $50 minimum for shares held less than three months (waived for shares transferred from another brokerage firm or financial institution)Dollar cost averaging transactions, no-fee; minimum transaction $100 Transaction-fee(TF)funds w Transaction-fee: $35 per trade regardless of order size • Minimum initial and additional investments typically based on amount listed in the fund's prospectus rr Dollar cost averaging transactions, no-fee; minimum transaction $100 • Exchanges: $8 per trade regardless of order Bonds & CDs U.S. Treasury Securities • New issues (at auction): $50 per transaction • Existing issues: $1 per$1,000 face amount, $50 minimum • Government agency bonds, unlisted (over-the-counter, or OTC) corporate bonds and mortgage-backed securities$50 + $2 per bond • Certificates of Deposit kk New Issues: Purchase minimums of$5,000, no commission (interest rate reflects issuing bank's fee) • Sale before maturity: $35 per transaction (actual value may be less than par due to early redemption) Options n. Online: $19.95 + $2.00 per contract • VRS: $40 + $2.00 per contract ▪ NCC: $55 + $2.50 per contract TIAA-CREF Brokerage Services,a division of TIAA-CREF Individual&Institutional Services,LLC, reserves the right to change this commission and fee schedule without prior notice. 4. Illustrate in spreadsheet format provided, (see Exhibit A) the "variable" values for each equity type investment. Please give annualized returns for 'year to date', 'one year', `three year', 'five year' `ten year' and `since inception' values. Exhibit A has been provided behind Tab 6. S .-p[ investo[ Use Sy ectiin v'uvi sm ,,t, .3 1111 Town of Southold 411 5. Illustrate in spreadsheet format provided, (see Exhibit B) all charges including loading costs, policy fees, surrender charges, actuarial margins, asset fees, transfer charges, distribution charges, withdrawal fees, redemption fees, commission, termination/withdrawal of contract fees, etc., etc. Exhibit B has been provided behind Tab 6. Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions, termination/withdrawal of contract provisions, any other restrictions or penalties, etc., etc. Include any information on "unrestricted" and/or "free" transfers or plan transfer limitations. If a plan sponsor wants to select a fund that is not currently in our universe of available funds, we will work to add that fund to our platform. To be able to do so, we must successfully negotiate a Selling Agreement with the fund manager, while conducting appropriate due diligence regarding compliance and recordkeeping safeguards. To ensure accuracy in administering nonproprietary funds, we operate under Selling Agreements with each third-party fund company. • The Selling Agreement spells out our responsibilities related to selling and administering the funds and includes issues such as the trading process, excessive trading restrictions, and expectations regarding blue-sky reporting and anti-money laundering efforts. TIAA-CREF's Mutual Fund Operations team exercises due diligence by reviewing the appropriate prospectuses and Morningstar data to identify details that might not be included in the Selling Agreement but may be necessary to accurately set up the fund(s) on our systems. Once the fund(s) is implemented on our systems, controls are in place to ensure accurate execution of all trades. We review all confirmation, settlement and reconciliation reports daily. Additionally, both internal and external auditors periodically audit the funds to ensure they are administered in accordance with the agreed-upon terms. Remove a Fund In cases in which a Partner Fund is not meeting expectations, we will remove the fund manager as a favored partner for distribution on the TIAA-CREF platform and, after proper due diligence, identify a replacement fund to take its place. We will then notify our institutional plan sponsors and offer the replacement fund as a substitute. Generally, however, we do not expect to experience a great degree of turnover with our nonproprietary investment partners, as we try to minimize such situations through our rigorous initial selection process. 2. Identify any other charges or limitations not described in the previous responses. None. • 1t1 >titt.tis:nal investor Use{) Section V investmvestiece t6 37 Town of Southold • Section Vi Conversion Services NOTE: The following questions are to be answered only by an Administrative Service Agency bidding on an existing case that is administered by another provider: not on cases where you are the incumbent or on new cases that haven't had a prior plan. If these questions do not apply, you may skip to the next section without copying the questions. Experience 1. Provide a detailed description and complete history of Code Section 457(b) plans that you have been successful in taking over completely. Include entity name and date of takeover, the name of the former provider, the asset size of the plan, the number of participants, transition time, staffing requirement and other detail you believe is significant. TIAA-CREF has been providing and managing defined contribution plans for nearly a century and serves hundreds of thousands of public employees throughout the country. In 2000, we expanded our product offerings to non-501(c)(3) entities and their 457 plans and began offering these plans.. Our decades of experience with defined contribution plans, including our selection by large public systems across the country is strong evidence of our capabilities. • We serve all types of public plan employees, from state and local governments to major universities to hospitals and non-profit agencies. Our 3.9 million participants represent every walk of life and various education levels, including state and municipal employees, teachers, technicians, groundskeepers, first responders, elected officials, senior administrators, and maintenance workers. Recent Takeovers Plan Sponsor Name own and County of Denver Deferred Compensation Plan Date of Takeover January 1, 2014 Asset Size $567 Million Number of Participants 7,700 Transition Time 16 weeks Plan Sponsor Name Larimer County Date of Takeover October 2013 Asset Size $186 Million Number of Participants 1,966 Transition Time 16 weeks Plan Sponsor Name St. Lucie Count Date of Takeover March 2014 Asset Size $15.3 Million Number of Participants 500 Transition Time 16 weeks • FE U, :,-; ,,v.) 7 .... Town of Southold • Process 1. Fully describe transition activities stating the time frame for a complete transition. Identify any cost to us or to our participants for each step or phase: for the complete conversion. We understand that the Town may terminate its adoption of the New York State Deferred Compensation Plan by filing with the Administrative Service Agency and the Board. A copy of a resolution or other legal action must specify a termination date, which shall be no earlier than the last business day of a month, at least three months subsequent to the date such notice is received by the Administrative Service Agency and the Board. TIAA-CREF is prepared to comply with this requirement and draft a model plan document for the Town of Southold. TIAA-CREF will assemble a team to interact with the Town of Southold as well as the current providers to ensure that the conversion proceeds efficiently. We provide a conversion package that includes a project plan and timeline. The project plan will clearly define the roles, responsibilities and accountability for each step of the process. TIAA-CREF believes it would be to the Town's advantage if its employees noticed no major changes in the structure of its plans. Our goal is to ensure that their day-to-day experience is not disrupted in any way. To that end, we will work with the Town to make any transition a smooth one. Following is a sample conversion timeline: onversion Timeline Milestone Who Action Schedule and Conduct Initial Meeting with the Town of Southold to accomplish the following objectives: • Introduce TIM-CREF Conversion Team • Review overall conversion project with the Town TIAA-CREF • Review project timeline • Deliver Recordkeeping Agreement Amendment; Custodial and/or Trust Agreements; and other required Legal Documents Upon Selection Prerequisite • Discuss communication strategy Activities • Deliver remittance file layout(if necessary) • Endorse all required Agreements and Legal The Town of Documents Southold • Confirm final investment fund menu • Send Letter or Intent to Prior Recordkeeper • Provide Current Recordkeeper with data parameters and wiring instructions for data TIAA-CREF takeover • Request Test Conversion File from Current Recordkeeper TIAA-CREF • Deliver proposed communication and - 12 Weeks Communications education plan Plan The Town of • Approve communication and education plan Southold t ,!oral Investor Use 0niy Section VI Conversioin Serb c es; 39 1111 Town of Southold onversion Timeline Milestone Who Action Plan/System TIAA-CREF • Setup Initiate recordkeeping system setup Test Conversion Current • Send test conversion and test remittance File Recordkeeper files to TIAA-CREF -8 Weeks Test Remittance The Town of • The Town of Southold sends test remittance File Southold file to TIAA-CREF (if necessary) • Begin"Plan and Announce" Communication and Education phase Communication & TIAA-CREF • Send announcement mailing with required -6 Weeks Education Rollout blackout notice to all plan participants • Send seminar and meeting invitations to all plan participants Plan Sponsor TIAA-CREF • Deliver on-site training to Plan Sponsor/staff Trainin • Conclude test file review to ensure all - 3 Weeks Complete Testing TIAA-CREF required data elements are in order and file of Conversion File can be used for conversion • Complete trial conversion process • Begin"Engage and Enroll"Communication Exchange phase Enrollment Period TIAA-CREF • Hold enrollment meetings and seminars - 1 Week • Enroll all participants • Send Welcome Package to participants Blackout Period Current • Initiate blackout period(timing determined Recordkeeper by current recordkeeper) - 1 Day Plan Asset Current • Valuate plan assets at close of business Valuation Recordkee.er Asset Transfer Current • Wire plan assets to TIAA-CREF Wire Date Recordkee•er Conversion TIAA-CREF • Reconciles data and assets at the plan level Initiated • Send final reconciled participant data to +7 Days Final Conversion Current TIAA-CREF(date of delivery is determined File Recordkeeper by current recordkeeper and could be delivered sooner) • All transactions successfully loaded to Conversion recordkeeping platform(generally completed Completed TIAA-CREF within 2 business days of receipt of data in good order) + 10 Days • Send Conversion Confirmation Statement to each impacted participant Blackout Ends TIAA-CREF • Provide Conversion Summary Report to Plan sponsor • Participants begin using TIAA-CREF services • Conversion Team migrates responsibility for Ongoing servicing to ongoing plan sponsor service + 30 Days Communication TIAA-CREF team and Education • Begin "Welcome and Follow Up" Strategy Begins Communication and Exchange phase and ongoing communications strategy ssntutlonal Investor Use c), Section VI Conversioin Servlc( 40 1111 Town of Southold • In addition, TIAA-CREF uses a ClientShare site during the conversion process where the plan sponsor, TIAA-CREF and third parties can collaborate on the process. All parties are given secure access to the site and can: * Upload, edit, view and download documents 4 View links to applicable information jr View and edit online calendars IN View a contact list with contacts name, title, email, telephone +i View implementation timeline and progress A6 Receive alerts if requested View news and announcements The site is customized for the plan sponsor, and features are present based on needs and goals of the site between the plan sponsor and TIAA-CREF. A screenshot of the site is below. ,;rkomeBruce Bottles c YOUR ORGAN!ZATi jN S LOGO oa,„,ads tnaaea Am,There You Tht Ste v- _. ---- Announcements Announcements To-do list Documents .- on+e:o the a6c a+;eian -Ple�tn+denxntano+:ce • �iFICE.Ii I,:: :.•t.,tl�_ MAL tae.ketme Calendar contacts ? documents - Contacts lmplementatton Plan venae rdurattnn Deno stretron �] E E Debt s dab 5535 tell Ett F eea 0 885 E:u a-os 5s3 .n=. see. •el I -,n :., Implementation project progress ,,m4reoemereeeerweerreeereeeeel •nareannA 39.8i .:..,,._„i cr... c . l..ins= e :i55i ._-I . - l^AaaMaahhT.aFt i. ,ean 3o3b26 -I 1.r_,c u Mite BQ95 - AMMWMIKMO, Links 2. What on-site support will be provided during the transition? Who will provide this service?Would the key individuals be willing to meet with the Plan? TIAA-CREF will assign a dedicated core implementation team to assist through all aspects of plan transition. This team will include your dedicated Transition Manager, dedicated Relationship Manager, a dedicated Project Manager to oversee day-to-day management tasks, a Marketing Manager to oversee communications development and delivery, IT analysts and developers to support plan transition activities and other operations associates to assist in coordinating all processing activities. • r n ',tru ;�.3i Inv„ tor Use Only `-+I ±�oi�\;11.:::itvel_�u,n 1111 Town of Southold • Key individuals will be willing to meet with the Town of Southold as needed. We will provide a detailed transition plan for town's review and approval. 3. What impact, if any, would there be on our plan if you were to be appointed the sole administrator? For example, would fees be reduced, would we qualify for additional services, etc., etc. There will be no impact to pricing as our plan pricing is based on the assumption that TIAA-CREF is the Sole Recordkeeper of the Town of Southold's 457 Deferred Compensation Plan. 4. Please provide references for three plans you recently transitioned. If possible, please provide those located within New York. TIAA-CREF proposes its products to plan sponsors on a continuous basis and will be glad to provide these references if selected as a finalist. Because of the frequency of our proposal activity and as a courtesy to our clients, we would contact these clients only when TIAA- CREF is under serious consideration to partner with the Town of Southold in delivering a high quality retirement program to its employees. • use,,1!. Section Town of Southold1111 4111 Disclosures TIAA-CREF Individual & Institutional Services, LLC, Teachers Personal Investors Services, Inc.,and Nuveen Securities, LLC, Members FINRA and SIPC, distribute securities products. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association (TIAA) and College Retirement Equities Fund (CREF), New York, NY. Investment products are not FDIC insured, may lose value and are not bank guaranteed. You should consider the investment objectives, risks, charges and expenses carefully before investing. Please call 877-518-9161 or log on to tiaa-cref.org for a prospectus that contains this and other information. Please read the prospectus carefully before investing. Past performance does not guarantee future results. TIAA-CREF products may be subject to market and other risk factors. See the applicable product literature, or visit tiaa- cref.org for details. TIAA Stable Value is a guaranteed annuity contract issued by Teachers Insurance and Annuity Association of America (TIAA), New York, NY 10017. Contributions from different plans are pooled together and deposited in a non-unitized pooled separate account of TIAA. This guaranteed annuity contract is not considered to be an "investment" or"security" under Federal Securities laws. In addition, the contract provides a guaranteed minimum rate of interest of between 1% and 3% (before deductions for Contract Fees). Contract Fees are described in the annuity contract and are collected on a daily basis. Payment obligations and the fulfillment of the guarantees provided for in the contract during the accumulation phase are supported by the assets held in the separate account. If the assets in the separate account are insufficient to meet these obligations, the shortfall is supported by the general • account of TIAA and is, therefore, subject to TIAA's claims-paying ability. Lifetime annuity payments are provided by TIAA, are subject to TIAA's claims-paying ability, and are not supported by the assets in the separate account. Past interest rates are not indicative of future interest rates. This product is not a mutual fund, variable annuity or bank product. The obligations of TIAA are not insured by the FDIC or any other federal governmental agency. As provided for in the annuity contract, restrictions may apply to certain plan sponsor and/or participant initiated transactions. Please refer to the annuity contract or certificate for further details. • vest.-! Use C5i1y Dia Ostiros 43 • • • # of Client Organization Contact Address Telephone Partic. Plan Assets Since David M. Morrell The State University of Director of University State University Plaza, N-425 518-320-1430 32,000 $15,000,000,000 1964 New York Benefits Albany, New York 12246 City of Shoreline Richard Moore 17500 Midvale Ave, N 206-801-2242 771 $30,000,000 2011 Sr. HR analyst Shoreline, WA 98133 Shai Francis CPA, 2300 Virginia Ave., Room 226 St. Lucie County CGFO, CGMA, COO of Fort Pierce, FL 34982 772-462-1482 500 $15,300,000 2014 Financial Services University of Buffalo Anne Bieliniski 120 Crofts Hall 716-645-4492 5,334 $766,006,788 1964 Buffalo, NY 14260 Lynn Johnson State University of New VP of Human Resource 390 Administration Building 631-632-6151 2,858 $689,710,297 1964 York at Stony Brook Services Stony, NY 11794 Suffolk County Patricia Greenberg 533 College Rd. 772-462-1482 1,500 $247,000,000 1964 Community College Benefits Specialist Selden, NY 11784 Denise DiMeglio Brookhaven National Lab Brookhaven National Labs Manager, Benefits PO Box 5000 631-344-2881 5,477 $1,301,175,029 1998 Upton, NY 11973-5000 Hofstra University IRA Kolko, Sr. Associate 205 Hofstra University 516-463-4376 3,610 $686,342,829 1945 Director of HR Hempstead NY 11549-0001 Stony Brook University Cassandra More 101 Nicolls Rd 631-444-4754 1,880 $256,337,144 1964 Hospital Benefits Manager Stony Brook, NY Bruce Peters 1525 Blue Spruce Dr. Larimer County Retirement Board Fort Collins, CO 80524 970-498-6757 1,966 $186,000,000 2013 Chairman __ • _ , Ali .. . ,' 4"-.0.* ' - , �►; 9 - -----... • - ti i' '_.` ��4[ o � rltix✓syr. /1 , s,,..-.••..•,• ,. 144 Wii. tpr•''''.........Vi4.-‘'..,-1,00P e:C::tif, t .li ` ' iI� _ 4 .a K— - - — - TOUT - • HALL • -- t • -.,. f. • ac -- ..aF`.yr _ moi.. r..;„n.,r Source:Flickr Photo Rv nc:,.__•___ :ice + N A TIAA-CREF Integrated Communication , - ,1 •IdtoW�9ov Education and Advice Approach for Town of Southold TIE F %lh°; 0:,4 LiP %• • N G R Financial Services �� /. For institutional investor use only. Not for use with or distribution to the public. Our Commitment to Town of Southold Executive Summary When it comes to your success, TIAA-CREF understands the importance of building a strong communications strategy that works for you and your employees. As part of our relationship, we will partner with you to provide a customized communication and education plan that will pro-actively address your unique needs and all details of the retirement plan. The communications plan would consist of working closely together with the members of your plan administration team, on your specific goals including increasing employee enrollment, engagement and providing educational materials that will simplify the retirement process. We will continue to commit to ongoing education and guidance for your employees because they have many important concerns in their day-to-day careers — and while saving for retirement is critically important, we know that it is our responsibility to translate some of the complexities of investments into clear, concise language they understand. Part of this process includes addressing the needs, goals and objectives of your eligible employees, participants, former participants and retirees. In addition to these services, we will address your administrative needs and goals, as well as the accompanying fiduciary requirements. Based on our extensive experience working with similar government organizations we believe we have the best understanding of how to meet your employees' retirement savings needs. We know that in the end we are doing our job if your employees are better able to save for retirement because it is easier. Your success is what matters most to us. For institutional investor use only. Not for use with or distribution to the public. Town of Southold 12 Table of Contents W., ll • Collaborative Process and Strategy , : , , ' - ,' ' ,:,. _ ,:.,, - Discovery and Planning Announcement and Transition Education and Ongoing Communication i, ::.,i--- , , *..- .. n- Service On-Site Ste Se ce Evaluation and Measurement i ./ For institutional investor use only. Not for use with or distribution to the public. Town of Southold 13 Our Collaborative Process: Your Unique Plan Getting you from where you are today to where you want to be begins with a conversation. • Identify challenges related to demographic shifts, geographic relocation, career stage- e,,itse biwat , based needs, overall plan engagement that bQ' dos are specific to Town of Southold 't �f���! • Assess the most effective tools to reach your 41 o�°F Sour4,,0\ s0• employees using best practices like lifestage R * * 11 targeted messaging as well as communication 12 `o�� o`� z vehicles and channels you find to be most =`°U"�' effective • Create a solution that will help drive optimal \jeandoeparticipant outcomes over timei • Deliver communications flawlessly, track outcomes and measure success For institutional investor use only. Not for use with or distribution to the public. Town of Southold ( 4 Developing an Effective Communication Strategy Communication Approach Phase 3 Phase 1 Phase 2 Education and Phase 4 Discovery and Announcement Evaluation and Planning and Transition Ongoing Measurement Communication Employee Outcomes Awareness Knowledge Action For institutional investor use only. Not for use with or distribution to the public. Town of Southold j 5 Developing a Customized Plan Phase 1 — Discovery and Planning Discovery ■ Solidify plan goals and objectives ■ Planning meetings with key administrators prior to implementation ■ Administrator training ■ Setting exact dates for key mailings and communications to employees ■ Review communication channel data ■ Setting goals for target employee groups ■ Obtain background information on prior employee communication campaigns, internal channels and forums ■ Discuss facilities and logistics for employee seminars and other on-site activities ■ Identify distinct employee groups for targeted education ■ Set plan benchmarks such as seminar/webinar attendance, asset allocation, channel utilization and other employee engagement metrics ■ Develop a comprehensive, multichannel communication and education strategy and a detailed project plan For institutional investor use only. Not for use with or distribution to the public. Town of Southold 16 Understanding Your Communication Channels and Setting Goals Phase 1 — Discovery and Planning 1 :1 Counseling / Web Mail / E-mail / Group Seminars Collateral 4i 4 Nerieb4 Ai .' ( . T I � v • Education and advice will be • Town of Southold custom • Transition/Enrollment information delivered through: retirement plan website: • Brochures and profile worksheet - On-site Individual Counseling - Tools and calculators/webinars ■ Invitations - Financial Essentials Seminars - Secure access • Newsletters - Telephone Counseling Center - Online enrollment • Communication materials in - Wealth Management Advisors • Targeted educational webinars and Spanish if necessary on-demand web seminars (English and Spanish) GOAL: Every employee will GOAL: Every employee will have GOAL: Motivational and have the opportunity for a access to retirement information educational materials promote �.., personal plan 24/7 plan benefits and drive employees to action For institutional investor use only. Not for use with or distribution to the public. Town of Southold 17 Establishing P erformance Goals Phase 1 — Discoveryand Planning 9 1111i1 1 011 INI Dollar Stretcher Life Builder Accumulator Transitioner Established Count 3301 3677 5826 2821 812 o Core Campaign Contacts 2743 3426 4933 2040 461 • eNewsletter Marketing Contacts 954 1684 2701 1422 405 E D Early Engagement 2 0 1 0 0 ° Complex Needs Campaign 0 0 52 126 97 #Secure Web ID 1712 2696 4696 2251 581 } Lu Secure Web Logins 1083 1848 68 410 L9 Inbound Phone Calls:Advice 37 30 58 32 a N w Inbound Phone Calls: 323 6 3 250 120 Transactional In Person Advice 38 124 192 94 Online Advice 36 114 90 13 z Increased Contributions 583 1562 2362 1089 167 0 a Started Employee Contributions 501 370 504 111 17 Reallocated/Rebalanced 399 223 331 214 51 Consolidated 30 48 85 38 13 cu Average Assets $15,997 $37,130 $163,375 $375,275 $719,417 0 Average Assets $18,249 $42,610 $174,152 $419,784 $894,664 o• (Compared to Peers) Data as of l2/3''21;',6. For institutional investor use only. Not for use with or distribution to the public. Town of Southold 1 8 Preparing for Retirement Program Changes — Transition Overview Phase 2 —Announcement and Transition Transition Phase ■ Explain the key elements of the transition and guide employees through the plan implementation stage ■ Provide a smooth and seamless process for your retirement plan administrators ■ Deliver in-person, online, and over the phone Advice and support to help ensure your employees understand their investment options, the principles of asset allocation, and take appropriate action ■ Give employees a sense of empowerment over their financial future For institutional investor use only. Not for use with or distribution to the public. Town of Southold 9 Preparing for Retirement Program Changes — Transition Overview Phase 2 —Announcement and Transition 1 2 Campaign Development Build Awareness • Analyze employee data for • Announcement e-mail / mail segmentation outreach • Create communication • Seminar & Counseling materials and web content promotion — email, postcards, • Administrator Training posters, etc. ff���,� • Administration Department flyers 0o 0 lout* & educational materials ♦ � 0� 1 4 `4-ooemrc*�I 3 Follow-up � Enrollment Window • Reminder outreach ■ Orientation group meetings • Personalized on-going education • In-person counseling sessions • Annual Plan Review • Updated website, enrollment kits, investor guides For institutional investor use only. Not for use with or distribution to the public. Town of Southold 10 Preparing for Retirement Program Changes (Samples) Phase 2 —Announcement and Transition ANNOUNCE ANNOUNCEMENT MAILING andlir - A, ,f POSTERS, SCHEDULES, °�' TRANSITION GUIDE T_ -_ • INVITATIONS, POSTCARDS ,1� .� • What to expect • Group meetings F.:....:.-:- NU, . \ gig • New funds -- �. _---: . • 1:1 counseling • FAQs, glossary -,,,----7,----- • Help desk • Contact information m CONNECT EMPLOYEE fir GROUPENROLLMENT t. WELCOME KIT FITI COUNSELING SEMINARS MATERIALS i Enrollment • • "One •Decision" or"Build •*7 . confirmation • On-site Advisors • What to expect - ki1.4 – Your Own Strategy" r, & materials and/or Financial ■ Employee action „ ., Consultants :w. " • Profile worksheet 4° _- ■ Personalized, • Q&A °° • Investment menu ,:. , unbiased advice, 4. • How to enroll, transfer, ` ;} . El ' - ' f change allocations recommendations — - • , SUPPORT lirADMINISTRATOR L, EMPLOYEE WEBSITE PHONE CENTER -<; TRAINING, WEBINARS _ • Enrollment, transactions • Enrollment ,,, • Plan changes • Plan details • Answers &assistance • Website capabilities • Investments, performance • Counseling _. • Planning tools, resources • Spanish-language services For institutional investor use only. Not for use with or distribution to the public. Town of Southold 111 Seg. antation Creates Relevancy b. Delivering the Right Information at the Right Time Phase 3 — Education and Ongoing Communication .. ., What's my retirement How do I make my What can I do now goingto look like and savings last? How can I prioritize my Why save for r be how can I save more? goals and develop a retirement when I'm refinement? , barely scraping by? realistic plan? �,x. =, - - -- ----- w ter. ESTABLISHED Needs Continuum____- °- TRANSITIONERS 1 E, gm DOLLAR �.: , ,} I- STRETCHERSIN Manage total financial needs - 4 Shift from in retirement ;` Address increasingly accumulation to ( complex financial distribution plan Support "life- decisions Get to solid financial building" ground, maximize needs, think about savings opportunity long-term planning FINANCIAL PLANNING FOR ALL NEEDS FINANCIAL tack PORTFOLIO ita ADVISORY ETC PLANNING lir MANAGEMENT SERVICES PERSONALIZED ADVICE AND COUNSELING ONLINE . TELEPHONE `)7i ONE-ON-ONE 441 EDUCATION AND ENGAGEMENT WEBINARS Ir y1PRINT & EMAILli GROUP 44 WEBSITE use only. Not for use with or distribution to thepublic. Town of Southold For institutional investory 12 Sample Target Audience / Message Platform Phase 3 — Education and Ongoing Communication In the planning phase, Town of Southold employee lifestage segments and key messages are identified. Your TIAA-CREF communications consultant will partner with you to determine the right mix of programs and channels to reach your employees and deliver outcomes. Eligible Employees Objective Education And Advice Audience Existing, Participating New Hires and Employees Non-Participating Employees • Increase contributions • Promote Importance of Retirement Savings • Online and in-person Advice • Increase Enrollment and Measure Results Messages • Education based on current needs • Promote tools and education to help get g • Protection of Assets started in the plan • Proper Allocation Personalized, actionable plan: • Am I Saving Enough? • Will I Have Enough? • How Should I Invest? • How Should I Take the Income? • Do I Need to Save More? • Will the Income Last? For institutional investor use only. Not for use with or distribution to the public. Town of Southold 13 Needs-Based Employee Communications Phase 3 - Education and Ongoing Communication Yfutureour _ 5 3 .3 ...„ , ,... w n meer `• ,In Personalized & „ �s� m. Y. Nil - Targeted stirs . . � hitALMA. imiiiiirO Peer Benchmarking, Savings Projection Income Projection mytiaa-cref.org One-on-One Advice,Match Campaigns Campaign Campaign Counseling and Advice rill ij 11111 Ile ill I 11 2 NI al ,-....,...:i rr Engagement & Financial Literacy Month Financial IQ Digital Tools and National Save for Retirement Toolkits Challenge Resources Education • Workshops A Womans we Managing °: . Saving for ! �� Guideto , a,.,,,,,„ Income � Income Your Ideal Saving and Options in yr and Debt Retirement ..�- } Investing W. Retirement Complex Needs Engagement Core Campaign Plan & 1- Enrollment, Welcome, Onboarding Dollar Stretcher Life Builder Accumulator Transitioner Established Financial Fundamentals �'"� 1. -,1.• `- Atiok. di ii f n 1 l EMPLOYEE NEEDS Chis represents high-level visual concepts only and may not represent the final communications. For institutional investor use only. Not for use with or distribution to the public. Town of Southold 114 Lifestage Segmentation and Targeted Messaging Phase 3 — Education and Ongoing Communication — Sample Financial Essentials Seminars offered via monthly live webinars or in person :0- ; V ' rii a a, a- �` 11111 I. MI Sian' planning friday t0 'I Cnart ng hr Financiai t Cur Retirement e(,e1-run il tourney save pi r,-,,t3 WorO Corr - a.0711 i f b";)O FI 11(,),1 P-4 tt IF IS A r,ow t;ortttitittut tri, t1 L L L New Hires and Participating Pre-retirement Retirement Non-participating Employees • Special programs for • What you should know Employees • How Am I Doing? participants who are about Social Security • Enrollment Orientation • Meeting Financial 5-10 years from • Choosing Medicare Meetings and Challenges at retirement options Webinars Midcareer • Retirement • Understanding long- • Investing for Life's • A Woman's Money; a Countdown and term care issues Goals Woman's Future Income Options for • Tax-Smart Ways to participants who are Staying on Track in a only a year away from Save and Invest Volatile Market retirement For institutional investor use only. Not for use with or distribution to the public. Town of Southold l 15 Communication , Education and Advice Plan Summary Phase 3 — Education and Ongoing Communication Guiding Your Welcome Kit Enrollment Kit Custom Website Financial Essentials Seminar Employees ,iii _ . ; and Providing ,' ""1 tri - Ongoing Support J I „,,F, qtEnroll.Save,Retire t rr Messages: A «, t, ( _. _ --_-- 0 • Get advice • Participate In—person and Telephone Core Campaign: Core Campaign: Online Advice Financial Consultant Support Financial Education Diversification • Defer/allocation 0 , � � :::::::1141„........,,.. w. �+ �+ ,� • Loans/beneficiaries TIAACREFRetirenunt Advisor g, f www.,.wiw.., ^ • Peace of mind ,� � _-=r-= e 1 411e, _ ... w._ .. iG 4 6 Retirement Income Planner Financial 360° Social Media and Gamification Q II S . Ali materials depicted are samples For institutional investor use only. Not for use with or distribution to the public. Town of Southold I 16 Helping to Drive Better Outcomes through Advice and Education Phase 3 — Education and Ongoing Communication rik ‘111/ 0 IlrA I el lor . � o TIAA-CREF delivered Almost two-thirds Over half (55%) who TIAA-CREF delivered over 233,000 (62%) of those used TIAA-CREF's over 130,000 advice, guidance receiving TIAA- online advice tool retirement income and retirement CREF'sp ersonalized chose to save more, planning consultations consultations in advice chose to save adjust their portfolio in 2013, with almost 2013.1 more, adjust their allocation or half (48%) resulting portfolio allocation or rebalance.3 in participant action.4 rebalance.2 Source TIAA-CREF Advice analysis ut 200 480 TIAA-CREF participants woo received retirement plan advice or guidance or a TIAA-CREF Financial Planning report it the 12 months ending 12/31'2013 Source TIAA-CREF Advice analysis of 50.990 TIAA-CREF partic pants who received retirement plan advice or guidance and took action in the 12 months ending 7/31'2014_ The overall action rate of 52°4%includes 15 t1i who chose to save more and 55%who chose to change their future allocations and/or rebalance their portfolio Source TIAA-CREF Advice analysis of 22.429 TIAA-CREF participants who used the TIAA-CREF Retirement Advisor online advice tool and took action in the 12 months ending 7/31'2014, The overall action rate of 1:55'1/, includes 19c/ who chose to save more and 47')/r who chose to change their future allocations and/or rebalance their portfolio Source TIAs; ,:REF Advice analysis of 130.095 TIAA-CREF participant';rvh; received retirement income planning services from the Pet:Rim:sir Incromb Planner online income igeri„rs. i . ., T1A,°a,-r Rr_r Fi nanciri r_,� n tt�e. 2 mourns er!d,t "31.2;1 t r,werall actlor rate of 48"i; includes 13°s, woo chose to save mise and 42?,wr., h tc,,-irr -a<_ 'uc ,roc: � ,� . u,.. , ne „L aiisrrior o-A rmdmenale ce tit; t u ., For institutional investor use only. Not for use with or distribution to the public. Town of Southold 1 17 Annual On-site Service Commitment Implementation and Ongoing On-site Support, Advice and Education • Implementation and Ongoing Support • Administrator/Staff Support and Training • Employee Counseling: — On-site education days during implementation and ongoing annually — Individual Counseling and Employee Group Seminars — Plan can be adjusted based on demand from employees • Spanish-speaking and overall bilingual service capabilities • Coverage in multiple locations and work shifts • Communications will be customized and targeted to employees in different departments • Additional support can be added if requested giros E,ct ,t .and rr.aketfr, nnate! s t r dva lobii glisla riiy .car,%>, ythc,4U4 rt- For institutional investor use only. Not for use with or distribution to the public. Town of Southold 118 Measurement, Reporting and Analysis Phase 4 — Evaluation and Measurement • Ongoing analysis and adjustment throughout each Program by the numbers year and as part of yearly program review alifilliWaiffilbtommum • Reporting capabilities for administrators Employ..Participation across Campaigns •r_..cys MEM=t=alMKKrdk=MIMK::r=ME 99. • Tracking of communication contact statistics 41% OPII — Emails "' Camper measurement — Secure web logins ., n : .. — Customized website tracking reports a. — Direct mail contacts . u..... ..•. —..,... ,r., ....K, — Inbound and outbound phone contacts — On-site counseling and group seminar tracking — Response rate and behavior change at. s J. ia For institutional investor use only. Not for use with or distribution to the public. Town of Southold 1 19 Ongoing Success Phase 4 — Evaluation and Measurement TIAA-CREF will continue to monitor the performance of the Town of Southold retirement plan and work with you to build a communication plan for the upcoming year based upon employee needs and your goals. Throughout the year, we will work together to refine and enhance the plan. Pre- and Post-Campaign Analysis TIAA-CREF will continue to monitor the performance of the retirement plans to make ongoing enhancements as necessary. The plans will be successful only with continuous monitoring by all parties through an ongoing partnership. TIAA-CREF conducts analyses to see if campaign objectives are met. If, for example, the goal of an education program is to improve participation among eligible employees, we will review participation rates across your participant base before campaign execution, and after, to assess overall effectiveness. Other measurements include: • Changes in asset allocation • Improvement in use of web based enrollment/ education tools • Increases in income replacement ratios Surveys TIAA-CREF surveys new hire orientation attendees on a regular basis to ensure that the meetings are providing sufficient education. This will allow you to understand what is motivating employees to attend the sessions on a regular basis to ensure that the seminars are providing actionable education. In addition to these attendee surveys, TIAA-CREF provides information regarding attendance rates of the programs. Employees who attend counseling meetings are also surveyed to monitor the effectiveness on these sessions, whether they took action and to confirm if your employees believe we are putting their interests first. Plan Review All of these metrics are discussed during a review of the retirement plans facilitated by your Relationship Manager and the marketing and education plan is adjusted based on results. For institutional investor use only. Not for use with or distribution to the public. Town of Southold 120 TA CREIAF Financial Services Investment, insurance and annuity products are not FDIC insured, are not bank guaranteed, are not bank deposits, are not insured by any federal government agency, are not a condition to any banking service or activity and may lose value.TIAA-CREF products may be subject to market and other risk factors. See the applicable product literature, or visit tiaa-cref.org for details. You should consider the investment objectives, risks, charges and expenses carefully before investing.Please call 877 518-9161 for current product and fund prospectuses that contain this and other information.Please read the prospectuses carefully before investing. TIAA-CREF Individual & Institutional Services, LLC, Teachers Personal Investors Services, Inc., and Nuveen Securities, LLC, Members FINRA and SIPC, distribute securities products. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association of America(TIM)and College Retirement Equities Fund (CREF), New York, NY. ©2015 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund (TIAA-CREF), New York, NY 10017 For institutional investor use only. Not for use with or distribution to the public. Town of Southold • • Plan Sponsor Reporting and Audit Guide for defined contribution retirement plans subject to ERISA A comprehensive resource for meeting annual reporting and fee disclosure requirements Plan year 2014, version 1.0 1TIAA CREF FOR INSTITUTIONAL INVESTOR USE ONLY. Financial Services NOT FOR USE WITH OR DISTRIBUTION TO THE GENERAL PUBLIC. a. 5 yy l R , 1111111111111 .z. c � o-4r e . Section one Introduction • TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 6 OChapter 1 Chase Bank is the plan's custodian and/or trustee until and including December 31, 2014 and is replaced by TIAA-CREF Trust Company, FSB on January 1,2015. Certification letters TIAA-CREF for the January—November 2015 reporting cycles will reflect both service providers for plans with non-annuity investments. Providing retirement plan solutions for the academic, Two new reports have been added effective with the June medical,cultural and research communities 2014 reporting cycle and another for the November 2014 1.1 Regulatory and accounting changes reporting cycle. The June 2014 reports, Plan Servicing Credit Report and Plan Servicing Fee Report(Sections 4.3.17 There is one new regulatory change and no accounting and 4.3.18, respectively), provide details concerning plan changes impacting the reporting and disclosure for defined servicing credits and fees. The November 2014 report, Fund contribution retirement plans subject to the Employee Usage and Diversification Report(Section 4.5.8) provides Retirement Income Security Act of 1974(ERISA). Effective details concerning participant balances by fund. Additionally, for plan years beginning on or after January 1, 2014, reporting of investments in RC and RCP contracts electronic filing is required for Form 8955-SSA but only if the (see Section 1.4) holding TIAA Traditional Annuity has filing due date is on or after July 31, 2015 not considering been enhanced by disclosing these contracts separately extensions. This filing change applies to employers as TIAA Traditional Nonbenefit Responsive NB2 and TIAA required to file at least 250 returns of any type, including Traditional Benefit Responsive BR2, respectively. Previously, information returns (such as Forms W-2), income tax returns, these contracts' investments in TIAA Traditional were employment tax returns, and excise tax returns for the included in TIAA Traditional Nonbenefit Responsive and calendar year that includes the first day of the plan year. TIAA Traditional Benefit Responsive, respectively. 1.2 What's new for the 2014 reporting cycle 1.3 The Plan Sponsor Reporting and Audit Guide (the Guide) There are four newsworthy events that occurred during •2014 or will occur early in 2015: TIAA purchased Nuveen This Guide provides the information needed to support Investments (discussed below),the transformation of CREF standard plan financial reporting and auditing for an ERISA Accounts (see Section 5.1),the resignation of JPMorgan defined contribution retirement plan funded, in whole or Chase Bank, N.A. as directed trustee or custodian and the in part, by investment products provided by TIM, College assumption of the same role by TIAA-CREF Trust Company, Retirement Equities Fund (CREF),TIAA-CREF, Nuveen FSB (see Section 5.2) and the introduction of three new Investments or any other investment product recordkept by reports (also discussed below). TIAA-CREF. It is separated into two separate and distinct sections—Plan Sponsor Guide (Section 2) and Audit Guide Teachers Insurance and Annuity Association of America (TIAA) (Section 3). acquired Nuveen Investments (Nuveen) on October 1, 2014. Nuveen is now a wholly owned subsidiary of TIAA. Nuveen The Guide includes: will continue to operate independently of TIAA. Nuveen's ▪ Year-end and regulatory reporting requirements; an investment products are considered proprietary as of the overview of the reporting data that TIAA-CREF provides; date of acquisition. For more information, see TIAA-CREF and descriptions and samples of the TIAA-CREF reports Completes Acquisition of Nuveen Investments. • Requirements and resources for meeting annual Beginning in October 2014,the unit values for the Department of Labor(DOL) fee disclosure requirements CREF Accounts and TIAA Real Estate Account are listed on NASDAQ's website. The unit values are updated • An overview of audit guidelines; information on the SSAE overnight for each day that NASDAQ is open. In April 2015, 16 report; and reporting information relating to TIAA, the CREF Accounts will be restructured from one share class CREF and TIAA-CREF investment products (for purposes per Account into three share classes per Account of this Guide, Nuveen's investment products will be considered as non-proprietary) (see Section 5.1). • Frequently Asked Questions Effective January 1, 2015,JPMorgan Chase Bank, N.A. resigned as directed trustee or custodian for the plans • Mapping logic for all Form 5500 Filing Summaries Sthat hold mutual funds and other non-annuity assets such (see Appendix C) as brokerage accounts,and TIAA-CREF Trust Company, • Assistance on completing the participant count section FSB assumed that role. For reporting purposes,JPMorgan of the Form 5500 (see Appendix G) TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 7 •■ Sample annual plan financial report package • The TIAA Traditional Annuity is an allocated fixed- (see Appendix A) rate guaranteed annuity contract offered by TIAA, an insurance company. Contributions to the TIM Traditional • Sample Fee Disclosure reports and disclosures Annuit (see Appendix y purchase a contractual or guaranteed amount of future benefits for the participant. The guarantees • Sample plan-level financial statements (see Appendix E) and returns of the TIAA Traditional Annuity are backed by TIAA's claims-paying ability. For purposes of ERISA,TIAA TIAA-CREF is available to work directly with plan sponsors— Traditional Annuity is considered an unallocated contract. alone or with any plan intermediaries that may be engaged—to See Department of Labor's Advisory Opinion 2010-01A. review the Guide and offer assistance when needed. Contact the plan's assigned Client Service Consultant,or, if served Liquidity restrictions apply to the TIAA Traditional Annuity by the Administrator Telephone Center,contact a TIM-CREF under the following types of annuity contracts: Institutional Consultant at 888 842-7782. Retirement Annuity(RA) TIAA-CREF will supplement this Guide through a variety individually owned of communications designed to brief the plan sponsor on any further clarifications concerning changes in the lump-sum withdrawals are not permitted regulatory environment and provide continuing practical participant-initiated transfers or withdrawls may guidance. These will include educational materials, only be made in 10 annual installments over a webinars,workshops along with regular communications period of nine years plus one day and updates—such as articles posted on the TIM-CREF PlanFocus website,the online 403(b) Resource Center, - Group Retirement Annuity(GRA) and in the enewsletter for plan administrators, individually owned via certificate PlanFocus MatterssM' lump-sum withdrawals are permitted within 120 TIAA-CREF is unable to provide accounting, legal or tax advice, days following termination of employment and are so we strongly encourage you to discuss matters pertaining to subject to a 2.5% surrender charge Sregulations governing an ERISA covered retirement plan with the plan's tax or legal advisor or auditor. other participant-initiated transfers or withdrawls may only be made in 10 annual installments over a 1.4 Proprietary Annuity and Mutual period of nine years plus one day Fund Investments ° following termination of employment, participant- initiated withdrawals (other than a lump-sum Unlike many trusteed plans, a retirement plan using TIAA withdrawal permitted in the 120 day period and CREF annuities may be funded, in whole or in part, following termination of employment described by individually or plan-controlled TIAA and CREF fixed above) are limited to five annual installments and variable annuity contracts. The Retirement Choice, – Retirement Choice (RC) Retirement Choice Plus, Stable Return Annuity and Stable Value contracts are plan-controlled by the plan sponsor. plan controlled Contributions made by the employer and the participant participant-initiated lump-sum withdrawals are can be allocated by the participant to investment options permitted within 120 days following termination selected by the plan sponsor and maintained on the TIAA of employment and are subject to a 2.5% recordkeeping platform. Defined contribution retirement surrender charge plans may also offer a brokerage window investment option within which a participant may invest in an expanded menu other participant initiated transfers may only be of investment choices. made in 84 monthly installments Plan investments in mutual funds are generally held The following TIAA Traditional Annuity contracts have no liquidity restrictions (applicable to participant withdrawals in trust for qualified plans and in custodial accounts and transfers): for 403(b) plans. Annuity contracts are exempt from being held in a trust • Supplemental Retirement Annuity(SRA), or custodial accounts under section 401(f) of the Internal individually owned 5Revenue Code (IRC). • Group Supplemental Retirement Annuity(GSRA), Other considerations related to TIAA and CREF contracts individually owned via certificate include, but are not limited to: • Retirement Choice Plus (RCP), plan controlled TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 8 S Valuation Contributions to the TIAA Stable Return Annuity buy a A plan's balance in the TIM Traditional Annuity is contractual or guaranteed amount of future benefits for reported at contract value for plan financial and Form the participant. Allocations to the TIAA Stable Return 5500 reporting. See the TIAA Traditional Annuity white Annuity are backed by TIAA's claims-paying ability. paper and ASC 820 guidance. Valuation Benefit Responsiveness A plan's balance in the TIAA Stable Return Annuity is TIAA Traditional Annuity holdings within liquid contracts reported at contract value in all plan and participant (SRA, GSRA and RCP) are benefit responsive. TIAA financial reporting. Plan sponsors choosing to terminate Traditional Annuity holdings within illiquid contracts a plan's holdings in the TIAA Stable Return Annuity will (RA, GRA and RC)are nonbenefit responsive. For plan receive contract value in two years. TIAA believes that years ended on or before September 30, 2014,the two the TIAA Stable Return Annuity is sufficiently similar categories of TIAA Traditional Annuities are reported to the TIAA Traditional Annuity that the same valuation separately to facilitate reporting and disclosure in the approach is appropriate. See the TIAA Traditional Annuity financial statements. For plan years ended on and white paper and ASC 820 guidance. after October 31, 2014,the RC and RCP contracts will appear separately in many reports. Certain report timing Benefit Responsiveness exceptions may apply. Benefit responsiveness does not The TIAA Stable Return Annuity is immediately liquid to impact the Form 5500. plan participants and does not have participant-level withdrawal restrictions. There are, however, "equity Earnings wash" provisions that prevent the immediate transfer of Earnings on the TIAA Traditional Annuity are based on the amounts to any competing funds available in the plan. "vintage" approach with each "vintage" being a grouping TIAA Stable Return Annuity is benefit responsive. of contributions into contiguous time periods and is used for the purposes of applying discretionary earnings Earnings (otherwise called "additional amounts")to participants The contract provides a guaranteed minimum rate of 1• on an equitable basis. Note that with respect to the TIAA interest of between nt and a3b with the potential for Traditional Annuity,additional amounts,when declared crediting additional interest above the guaranteed by the TIAA, remain in effect for the "declaration year" minimum. Additional earnings,otherwise called "additional which begins March 1 for accumulating annuities. Such amounts" when declared by the TIAA Board of Trustees, additional amounts are not guaranteed for future years. remain in effect for the "declaration year"that begins Because of the complexity of the "vintage" system, each March 1 and are not guaranteed for future years. one approach to recordkeeping fixed-rate annuities As with the TIAA Traditional Annuity, and because of the that provides for an additional discretionary interest complexity of the "vintage" system, one approach to rate is to unitize the annuities to more efficiently apply recordkeeping fixed-rate annuities that provides for an the interest crediting rates (representing the combined additional discretionary interest rate is to unitize the guaranteed and discretionary rates). As a result, realized annuities to more efficiently apply the interest crediting and unrealized appreciation/depreciation will appear rates (representing the combined guaranteed and in the plan-level reporting. All realized and unrealized discretionary rates). As a result, realized and unrealized appreciation/depreciation should be considered interest. appreciation/depreciation will appear in the plan-level TIM follows this approach for the TIAA Traditional Annuity, reporting. All realized and unrealized appreciation/ TIAA Stable Return Annuity and TIM Stable Value. depreciation should be considered interest. TIAA follows Footnote Disclosure this approach for the TIAA Traditional Annuity, TIAA Stable Accounting Standards Codification (ASC) Return Annuity and TIAA Stable Value. 962-325-50-3 requires certain disclosures for Footnote Disclosure benefit-responsive contracts. One of the disclosure ASC 962-325-50-3 requires certain disclosures for elements relates to the average yield earned by the benefit-responsive contracts. One of the disclosure reporting plan. A simple average yield can be calculated by elements relates to the average yield earned by the dividing the annualized earnings of all benefit-responsive reporting plan. A simple average yield can be calculated contracts by the fair value of all benefit-responsive by dividing the annualized earnings of all benefit- contracts. Historical interest rates for each contract type responsive contracts by the fair value of all benefit- ") are available and are inclusive of both the guaranteed rate responsive contracts. Historical interest rates for each and the discretionary rate (collectively,the "vintages"). contract type are available and are inclusive of both the • The TIAA Stable Return Annuity is a fixed-rate group guaranteed rate and the discretionary rate (collectively, annuity contract offered by TIAA, an insurance company. the "vintages"). TIAA-CREF Plan Sponsor Reporting and Audit Guide 9 •■ TIAA Stable Value is a fixed-rate group annuity contract Summary &Trends column. Select Performance and then offered by TIM,an insurance company. Contributions are click on the Guaranteed asset classification. maintained in a non-unitized separate account of TIM and buy a contractual or guaranteed amount of future • The TIAA Access Annuity (TIM Access) is a separate benefits for the participant. account of TIM, an insurance company. It is a variable annuity and is registered with the Securities and Plan sponsors choosing to terminate a plan's investment Exchange Commission (SEC) as an investment company in the TIAA Stable Value will receive contract value under the Investment Company Act of 1940. It operates in, at most,two years. If the two-year payout applies, as a unit investment trust. As such, it will invest in a discontinuance fee will be assessed, reducing the shares of underlying mutual funds. Contributions to TIAA interest credited during the two-year period by up to Access buy accumulation units whose value is calculated 75 basis points (0.75%). daily. The value of a participant's investment rises and falls with the return on the underlying assets. TIAA Valuation Access has four tiers, each of which has an individual A plan's investment in TIAA Stable Value is reported unit value. Audited financial statements are available at contract value in all plan and participant financial reporting. TIM believes that the TIM Stable Value is at tiaa-cref.org. sufficiently similar to the TIAA Traditional Annuity that the • TIAA Real Estate Account (REA) is a separate account same valuation approach is appropriate. See the TIAA of TIM,an insurance company, and is registered with the Traditional Annuity white paper and ASC 820 guidance. SEC under the Securities Act of 1933 and the Securities Exchange Act of 1934. It is also a variable annuity. To Benefit Responsiveness the extent that assets of a plan subject to ERISA are TIAA Stable Value is immediately liquid to participants invested in the REA, TIM will be acting as an "investment and does not have participant-level withdrawal manager" as that term is defined under section 3(38) restrictions. There are, however, "equity wash" provisions of ERISA. Contributions to the REA buy accumulation that prevent the immediate transfer of amounts to any units whose value is calculated every business day. The competing funds available in the plan. As such, value of a participant's investment rises and falls with TIM0 Stable Value is a benefit responsive contract. the return on the underlying assets in the REA along with the income generated by those assets. Audited financial Earnings The contract provides a guaranteed minimum rate statements are available at tiaa-cref.org. of interest of between 1% and 3% before deductions The REA files its own Form 5500 as a pooled separate for contract fees with the potential for crediting of account,thereby affording investing plans with limited additional interest above the guaranteed minimum. With relief in filing their own Form 5500. See Section 7_2 for respect to TIM Stable Value, additional interest, called additional information. additional amounts, when declared by the TIM Board of Trustees, remain in effect from January 1 through June • College Retirement Equities Fund (CREF) is registered 30 and from July 1 through December 31 and are not with the SEC under the Investment Company Act of 1940 guaranteed for future periods. as an open-end diversified management investment company and also is an insurance company. Each fund of One approach to recordkeeping fixed-rate annuities CREF(each, an "Account") is a separate portfolio with its that provides for an additional discretionary interest own investment objective and strategies. Investments in rate is to unitize the annuities to more efficiently apply an Account enable a unit holder to acquire units whose the interest crediting rates (representing the combined accumulation unit value is calculated each business day. guaranteed and discretionary rates). As a result, realized The value of a unit holder's investment rises and falls and unrealized appreciation/depreciation will appear with the returns on the underlying assets in the Account's in the plan-level reporting. All realized and unrealized portfolio. Audited financial statements are available at appreciation/depreciation should be considered interest. tiaa-cref.org. Footnote Disclosure • The TIAA-CREF Funds (the "Trust") is a Delaware ASC 962-325-50-3 requires certain disclosures for statutory trust registered with the SEC under the benefit-responsive contracts. One of the disclosure Investment Company Act of 1940 as an open-end elements relates to the average yield earned by the plan. management investment company. Each fund or series A simple average yield can be calculated by dividing the0 of the Trust(each,a "Fund") is a separate portfolio with annualized earnings of all benefit responsive contracts its own investment objective and strategies. Investments by the fair value of all benefit-responsive contracts. in a Fund enable a shareholder to acquire shares Plan-specific historical rates and fees are available on whose net asset value is calculated each business the investing plan's PlanFocus site via the Plans tab, day. The value of a shareholder's investment rises and TIAA-CREF Plan Sponsor Reporting and Audit Guide I 10 • falls with the returns on the underlying assets in the Fund's portfolio. The TIAA-CREF Lifecycle Funds,which are additional funds or portfolios of the Trust, invest in certain Funds. Audited financial statements for the Funds are available at tiaa-cref.org. ■ Nuveen Investments Funds, Inc. (the "Nuveen Funds") are select series of four Massachusetts business trusts,one Maryland corporation and one Minnesota corporation, each registered with the SEC under the Investment Company Act of 1940 as an open-end management investment company. Each Nuveen Fund is a separate portfolio with its own investment objective and strategies. Investments in a Nuveen Fund enable a shareholder to acquire shares whose net asset value is calculated each business day. The value of a shareholder's investment rises and falls with the returns on the underlying assets in the Nuveen Fund's portfolio. The Nuveen Strategy Funds,which are series of the Minnesota corporation invest in certain other Nuveen Funds. Audited financial statements for the Nuveen Funds are available at www.nuveen.com. • • TIAA-CREF Plan Sponsor Reporting and Audit Guide l 11 l e wt= If • j=,(k i-b4--. ,. ' Vi ' . 11 ...'1 ' ''' 'II.- 4b''''' ''' ''''''''''''''''''i''''''''':'''''7''''''''''''''':''':';':',,':':':';„:'1,,,-,,, ,-;''',I i? -.,,,,t:,,,:,', e'''4. , -- ' i,„.,;,.. , :,,-''''',.'-'-':,';';'''. - '''''' , , , % '--...1 I0 „.,..;„,,,,,,,,....,.., ,,....., I... ,, ,,,10,,,„„.. . .. .,...,...,.. ... Section two Plan Sponsor Guide • TIAA-CREF Plan Sponsor Reporting and Audit Guide I 12 `Chapter 2 • Is there an administrative committee in place to monitor plan operations? Any "no" answers indicate areas for additional consideration Ongoing plan activities and should be addressed as quickly as possible. Additionally, both the DOL and IRS provide a wealth of information on 2.1 Governance their websites. See DOL for,among other topics, information of their Fiduciary Education Campaign and IRS for their Plan governance is the administrative oversight that helps guidance on Plan Sponsor's Responsibilities. ensure plan sponsors are managing plan and fiduciary and compliance obligations effectively and efficiently. 2.2 Responsibilities of the plan administrator With increased oversight of retirement plans—and Under ERISA,the plan administrator is the person, position continually changing regulations—a plan sponsor wants or entity specifically designated as such under the terms of to be confident and in control. We help plan sponsors the plan. If a plan administrator is not specifically named, understand their responsibilities with Best Practices for then the plan sponsor or employer generally assumes Confident Plan Compliance. Plan sponsors can gauge plan the role of plan administrator. The plan administrator compliance with our Fiduciary& Compliance checklist. is responsible for determining participants' eligibility; Our Plan Governance Toolkit provides helpful guidelines determining benefits due under the plan; responding to document and manage fiduciary duties. A variety of to benefit claims and appeals; and interpreting all plan additional information and tools can be found in the provisions. The plan administrator also prepares the plan's Compliance section of our PlanFocus website. financial statements and engages an independent qualified Strengthen a plan through effective administrative governance public accountant if the plan's financial statements are Having a formal administrative plan governance process can subject to audit. In accordance with ERISA and the Internal be equally important for the overall health of a plan, reducing Revenue Code (IRC),the plan administrator and plan fiduciary risk and keeping a plan prepared for annual reporting sponsor are also responsible for: .r a regulatory audit. A comprehensive governance policy: • Providing an appropriate governance structure and control environment, including policies and procedures, • Demonstrates the exercise of due diligence when to ensure that the plan operates in accordance with its performing plan tasks terms and regulatory guidance • Simplifies the decision-making process • Maintaining the form of the plan document and plan records • Increases the likelihood that plan administrative functions will be performed as expected,thereby reducing • Operating the plan for the exclusive benefit of the the risk to a plan and its fiduciaries plan participants • Can assist in responding to inquiries and requests—from • Administering the plan in accordance with its terms both participants and regulators—in a timely manner • Responding to participants, beneficiaries and We offer a Plan Governance Toolkit that suggests what plan regulatory authorities sponsors should have on file to document fiduciary and compliance activities. It provides tools and templates to • Distributing the summary plan description, summary get started if needed, and recommends a file structure and annual report, benefit statements and regulatory notices procedures for ongoing maintenance. to plan participants and beneficiaries under the plan Guidance on governance • Filing the Form 5500 (Annual Return/Report of Employee To maximize the effectiveness of a plan, an administrative Benefit Plan) and Form 8955-SSA (Annual Registration plan governance process should address the delegation of Statement Identifying Separated Participants with duties,documentation needs and oversight. The following Deferred Vested Benefits) questions can assist with an assessment of the current state of a plan's administrative governance process: 2.2.1 Satisfying reporting and disclosure requirements • Are the right people assigned to manage the Annually, plan administrators or plan sponsors of 401(a), • administration of the plan? 401(k),403(a) and ERISA 403(b) plans must file Form 5500 • Do they understand their roles and responsibilities? and all applicable schedules with DOL and Form 8955-SSA, if the plan has reportable separated participants,with the • Are there written processes and procedures? Internal Revenue Service (IRS). Plan administrators are also required to provide participants with a summary plan TIAA-CREF Plan Sponsor Reporting and Audit Guide I 13 •description,summary annual report and benefit statements that do not meet ERISA statutory,class or for plan participants and beneficiaries under the plan. individual exemptions See Section 2.3.5 -When to file Form 5500 and Form 8955-SSA for applicable due dates for each. 2.2.3 Managing fee disclosure requirements 403(b) plans that are not established and maintained by Overview an employer may be referred to as safe harbor or non-ERISA Plan fiduciaries of ERISA covered retirement plans are 403(b) plans. These plans are not subject to ERISA and, responsible for the ongoing monitoring of service providers therefore, are not subject to ERISA's Form 5500 or audit to ensure: requirements. They accept only employee salary reduction contributions and there is little or no employer involvement • The services provided to the plan are necessary beyond the remittance of the employee contributions to a vendor. See the DOL's Field Assistance Bulletins 2007-02 • The cost of those services are reasonable based on the and 2010-01 for more information on these types of plans. type and quality of the services provided This responsibility goes beyond simply reading service 2.2.2 Responsibilities as a plan fiduciary provider agreements. It requires having a formal governance process in place to assess the reasonableness of plan A fiduciary is generally an individual or a group of people fees and expenses and to document any actions taken as a who use discretion or judgment in the management and administration of an employee benefit plan. Each plan must result of the assessment. See Plan Governance Toolkit name at least one fiduciary in the formal plan document for more information about establishing an effective by name, position or title. Generally,the employer or an governance process. administrative committee serves in this capacity. A plan As part of TIAA-CREF's ongoing commitment to help fiduciary must follow the Exclusive Benefit Rule,acting plan sponsors in meeting their regulatory and fiduciary for the exclusive purpose of providing benefits to plan responsibilities,this sub-section will provide assistance in: participants and beneficiaries. Additional responsibilities •of a plan fiduciary who administers a plan generally include: • Deciding what is reasonable: understanding and evaluating the reasonableness of fees and expenses • Acting with the same care, skill, prudence and diligence using value and outcomes under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such • Conducting an assessment and documenting process matters would use • Making informed decisions about the plan's services and • Operating the plan in accordance with its terms and investments based on the compensation being paid regulatory guidance • Complying with DOL annual reporting obligations for • Preparing the plan's financial statements and engaging ERISA retirement plans an independent qualified public accountant to audit the Note: TIAA-CREF cannot and does not offer legal advice and financial statements, if required we recommend that you consult with your own legal advisors • Providing diversification in the selection of plan for such advice. investments to minimize the risk of substantial losses to Fee disclosure regulations participants and beneficiaries Over the years, DOL has taken a keen interest in retirement • Reviewing plan expenses and paying from the plan only plan fees and expenses, believing both plan sponsors those reasonable expenses of administering the plan. and participants need a better understanding of the See Managing fee disclosure requirements in the cost of services received in order to make informed following sub-section for a discussion of fees. decisions. Below is a brief summary of the three related DOL regulations,a description of TIAA-CREF supporting • Avoiding any conflicts of interest including transactions documentation and associated plan sponsor responsibilities: involving a sale between the plan and a party in interest; loans or extensions of credit between the plan and a party in interest; transfers to, or use of, plan assets for the benefit of a party in interest; or any transactions III TIAA-CREF Plan Sponsor Reporting and Audit Guide I 14 • Information Reporting Plan Disclosure for Fiduciaries Participant Disclosures 404a-5 Form 5500/Schedule C 408(b)(2) Schedule C reporting must Covered service providers must Plan fiduciaries must provide certain plan- Overview include all service providers who provide certain fee and expense and investment-related information to receive$5,000 or more in direct information to plan fiduciaries. participants on an annual basis. or indirect compensation. • Filing Summary for Schedule C • Initial Service&Fee Disclosure • Plan and Investment Notice to include • Form 5500 Package*and updated two sections: Preparation Service' disclosures and notices for I:Summary of Plan Services and Costs any new or updated products, II: Investment Options Comparative Chart services,or when investments • Quarterly Participant Statement TIAA-CREF supporting are added to the plan • Disclosure Assist an online tool that documents and resources • Annual Plan Financial Reporting enables plan sponsors to create,publish Package,including four(4)Fee& and distribute participant disclosures Expense Disclosure Reports • Deciding what is reasonable: Assessing fees using value and outcomes • Collect and review disclosures • Continue to evaluate and • Distribute annual participant disclosures from service providers. document the reasonableness within 12 months of prior year delivery • Complete Schedule C as part of the compensation for the date unless you took advantage of the of the plan's annual Form plan's services and investments. one-time DOL"re-set"opportunity which 5500 submission. Refer to the Checklist: Four ended in 2014.This responsibility applies questions to guide your fee to plans that operate on a calendar or Plan sponsor evaluation process. fiscal year basis. Refer to the DOL Field responsibilities for Assistance Bulletin 2013-02 for more the 2014 plan year • Document the review and III assessment process. information about the`re set:' • Contact service providers with • Include transaction detail related to any questions. any fee deductions from a participant's account and a description on their quarterly statement.Communicate plan-related changes 30-90 days in advance. F,,,-, X00 Preparation service is an optional service_Additional costs may apply.Contact TIAA-CREF for more information. 2.2.4 How TIAA-CREF helps plan fiduciaries meet • Checklist: Four questions to guide your fee their responsibilities evaluation process TIAA-CREF strives to provide clear and concise information • Updated disclosures and notices for any new services, concerning fees and expenses we charge in exchange for the products or investments added to the plan services provided so plan fiduciaries can better understand • Timely notifications of any changes to the information their plan costs and fulfill their responsibilities. In addition, initially disclosed* we offer an extensive library of fiduciary and compliance tools and resources to help plan sponsors manage fee • Plan Financial Reporting Package- includes four fee disclosure responsibilities. disclosure reports to help plan fiduciaries understand, evaluate and manage plan fees and comply with annual To assist with the assessment of 408(b)(2)service provider reporting requirements (see Appendix A): fees and expenses, plan fiduciaries have access to: 1. Summary of Fee and Compensation for Your Plan • Initial Service & Fee Disclosure Package* that includes an explanation of the plan's products and services and 2. Investment Fee& Expense Disclosure related TIAA-CREF compensation and an Investment Fee 3. Direct Fees Paid from Plan Assets & Expense Disclosure Report 0■ Deciding what is reasonable: Assessing fees using value 4. Service Provider Summary and outcomes Any changes to the compensation TIAA-CREF initially* provided will be disclosed as soon as practicable, but *The initial Service& Fee Disclosure Package was required from the plan's service providers by July 1,2012. TIAA-CREF Plan Sponsor Reporting and Audit Guide 15 •addition, no later than 60 days after the change is determined. In ■ Participant disclosures must be distributed annually any changes to investment-related information based on the previous year's delivery date. If you decided must be disclosed every year and TIAA-CREF provides to use the "re-set," it affects the deadline for all your this information as part of the Investment Fee&Expense future fee disclosures. If you delivered your 2014 notice Disclosure Report,one of four fee disclosure reports included on February 28, 2015,your 2015 notice will be due by in the annual Plan Financial Reporting Package. February 28, 2016. For the 404a-5 participant fee disclosures,TIAA-CREF provides • The "re-set" can only be used once. If you took a Plan and Investment Notice that includes two sections: advantage of the opportunity for your 2013 notices,you Section I: Summary of Plan Services and Costs,and Section cannot use it again in 2014. See DOL Field Assistance II: Investment Options Comparative Chart. Plan fiduciaries Bulletin 2013-02 for more information about the "re-set." can also use Disclosure Assist,a tool on PlanFocus,to streamline the creation and delivery of the disclosures. 2.3 Overview of 2014 Form 5500 and Disclosure Assist is a flexible online tool that helps facilitate Form 8955-SSA filing requirements regulatory compliance,simplify administration and reduce All retirement plans subject to ERISA have reporting fiduciary risk. With this tool, plan fiduciaries can: requirements. With minor exceptions (see Section 2.3.1 • Access disclosure documents for all of their TIAA-CREF Form 5500 Exemptions),these plans will file a Form 5500 to recordkept plans subject to ERISA meet their reporting requirements. The Form 5500, including required schedules, is filed with the DOL annually(see • Aggregate other service provider information to create Section 2.3.6 How to file Form 5500). consolidated disclosure notices • Coordinate the distribution of the disclosures to Form 8955-SSA may also be required if the plan has participants, eligible employees and beneficiaries reportable separated participants with deferred vested benefits (see Section 2.3.7 How to file Form 8955-SSA). If A complete library of participant disclosure resources required,the Form 8955-SSA is filed with the IRS. New for is available in the Service & Fee Disclosure section of 2014 is an electronic filing requirement. See section 2.3.7 PlanFocus. To access this information, log in to PlanFocus for additional information on this important change. and follow these steps: A small plan may be eligible to file Form 5500-SF with 1. Go to the Compliance tab its shortened reporting requirements(no schedules are 2. Select Service& Fee Disclosure attached). If a small plan is not eligible to file Form 5500- SF,the plan must file the Form 5500 including required 3. Select Participant Communications schedules(the financial schedule for a large plan,Schedule Additional tools and resources are available online through H, is replaced by Schedule I for a small plan). To be eligible to the Fee Disclosure Center. file Form 5500-SF,a small plan must meet these conditions: 1. The plan covered fewer than 100 participants at the 2.2.5 DOL Field Assistance Bulletin (FAB) on participant beginning of the plan year(the 80-120 rule applies: plans disclosure timing for participant fee disclosures having between 80 and 120 participants on the first day of In July 2013, DOL issued an addendum that allowed for a the reporting plan year may be able to file the same type one-time opportunity for ERISA plan sponsors to change or of return as filed in the immediately preceding reporting "re-set" their annual participant fee disclosure deadline by up year). See Section 2.4.2 for the definition of"participant." to 18 months (without regard to whether the plan operates on a calendar-or fiscal-year basis). With the "re-set," plan 2. The plan met the conditions for being exempt from sponsors had 18 months from their 2013 delivery date the requirement that the plan's books and records be instead of 12 to distribute their 2014 notice. audited by an independent qualified public accountant (see Section 2.4.1). • Plans that have already delivered their 2013 participant fee disclosures can take advantage of the "re-set" for 3. The plan did not hold any employer securities at any time the 2014 notices. The deadline for delivering the 2014 during the plan year. participant disclosures was extended to up to 18 months • 4. At all times during the plan year,the plan had 100%of after the 2013 disclosures were distributed. For example, its assets invested in certain secure investments with if the 2013 disclosures were delivered on August 30, a readily determinable fair value (NOTE: plan assets 2013, plans would have until February 28, 2015 to recordkept by TIAA-CREF so qualify). distribute the 2014 disclosures. 5. The plan is not a multi-employer plan. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 16 •For purposes of the Form 5500-SF, "eligible plan assets" are • A pension plan that is maintained outside the United assets that have a readily determinable fair market value, States primarily for the benefit of certain persons are not employer securities,and are held or issued by: a • An unfunded pension plan for a select group of bank or similar financial institution (e.g.,trust companies, savings and loan associations,domestic building and loan management or highly compensated employees that an meets the requirement of DOL regulations, including associations, credit unions); an insurance company y qualified timely filing of a registration statement with the DOL to do business under the laws of a state; organizations registered as broker/dealers; investment companies • An unfunded dues-financed pension benefit plan that registered under the Investment Company Act of 1940; or meets the alternative method of compliance provided any other organization authorized to act as a trustee for by DOL regulations individual retirement accounts. Examples of assets that • An individual retirement account or annuity not would qualify as eligible plan assets for this annual reporting considered a pension plan under DOL regulations purpose are: mutual fund shares; investment contracts with insurance companies or banks that provide the plan If it is uncertain whether these exemptions apply to a with valuation information at least annually; publicly traded specific plan,TIAA-CREF recommends that the plan's tax or stock held by a registered broker/dealer; and cash and legal advisor be consulted. cash equivalents held by a bank. Participant loans are also "eligible plan assets" for this purpose,whether or not they 2.3.2 2014 Form 5500 schedules have been deemed distributed. Large plans: Form 5500-EZ, if required,will continue to be filed with the In addition to Form 5500, Form 8955-SSA, if required, must IRS for one-participant plans covering only sole proprietors, be filed with the IRS. See Section 2.3.5. partners and their spouses (no common-law employees). Such plans may also file Form 5500-SF electronically with Schedule A Insurance Information the DOL. Beginning with the 2011 form year,the instructions Schedule C Service Provider Information, including to Form 5500-SF includes specific information for termination of the reporting plan's •one-participant plans, and a new box added to Part I (Annual accountant or actuary. See Appendix B for Report Identification Information)of the form itself. Marking this box will preclude the return from being available on additional information on reporting fees, public domain websites. and fees in general. Schedule D DFE/Participating Plan Information;to 2.3.1 Form 5500 exemptions be included if the reporting plan had an investment in the TIAA Real Estate Form 5500 is not required for plans meeting any of the Account or other direct filing entity(ies) at exemptions noted below,as these plans are not subject any time during the plan year to ERISA: Schedule G Financial Transaction Schedules;filed • A governmental plan only if the reporting plan had specific types of financial transactions • A church plan not electing coverage under section Schedule H Financial Information 401(d) of the IRC Schedule R Retirement Plan Information • A tax-deferred annuity plan exempt from ERISA under DOL regulation 2510.3-2(f). (See Section 2.2.1 Satisfying Small plans: reporting and disclosure requirements.) Investment products available under plans recordkept by • An unfunded excess benefit plan under ERISA section TIAA-CREF qualify as "eligible plan assets" as that term is 4(b)(5) defined in the instructions to Form 5500-SF(see Section 2.3 Overview of 2014 Form 5500 and Form 8955-SSA filing • A Savings Incentive Match Plan for Employees of Small requirements on the preceding page). Therefore, small plans Employers (SIMPLE)that involves SIMPLE individual using only investments offered by TIAA-CREF will be able to retirement accounts under IRC section 408(p) file Form 5500-SF. The form has no attachments. If any of • A simplified employee pension (SEP) or a salary reduction a plan's assets do not meet the definition of "eligible plan • SEP described in IRC section 408(k)that conforms assets," the plan must file a Form 5500 as shown below. to the alternative method of compliance provided in Additionally, Form 8955-SSA, if required, must be filed with DOL regulations the IRS. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 17 410 Schedule A Insurance Information • The amount(or estimate)of the compensation or a Schedule D DFE/Participating Plan Information;to description of the formula used to calculate or determine be included if the reporting plan had the compensation an investment in the TIM Real Estate • The identity of the party or parties paying and receiving Account or other direct filing entity(ies) at the compensation any time during the plan year Alternative reporting option Schedule I Financial Information—Small Plan There is a less complex Schedule C reporting option Schedule R Retirement Plan Information available if all the compensation earned by the plan's service provider is considered EIC. The alternative reporting option 2.3.3 Additional Schedule C information enables the plan sponsor to report the name of the service provider disclosing the EIC,along with the related address Schedule C of the Form 5500 is required to be filed with and/or employer identification number(EIN),on Part I of the DOL for large ERISA plans (generally 100 or more Schedule C. No additional information is required (i.e.,fee participants at the beginning of the plan year). Plan sponsors amounts, service codes) for the person or persons who are required to report information on each service provider or provided the plan with the required written disclosures. By person who received $5,000 or more in total compensation using the information in this Guide and the Fee Disclosure (direct and indirect) in connection with services provided to Reports, plan sponsors may decide to take advantage of the the reporting plan. alternative reporting option. Additionally,TIAA-CREF provides Compensation defined Filing Summary for Schedule C. This report provides specific For Schedule C purposes, reportable compensation includes line byline Schedule C instructions (See Appendix A). money and any other thing of value (e.g.,gifts,awards,trips) received by a service provider or person, directly or indirectly, 2.3.4 Additional required disclosure from the plan (including fees charged as a percentage of Information from the Form 5500 is summarized in the assets and deducted from investment returns) in connection summary annual report(SAR). The SAR must be distributed *with services provided to the plan. to all active and inactive plan participants, including The type of compensation received by the plan's service beneficiaries, receiving or entitled to receive benefits,as well providers determines how the plan sponsor completes Part I as employees meeting the plan's eligibility provisions within of Schedule C: nine months of the end of the plan year. Inactive participants include(i) retired or separated participants receiving Direct compensation: Generally,any fees or expenses paid benefits, (ii) other retired or separated participants entitled directly from plan assets to future benefits and (iii) deceased individuals whose beneficiaries are receiving or are entitled to receive benefits. Indirect compensation: Generally,any compensation See Section 2.4.2 for the definition of participant. received from sources other than directly from the plan sponsor or the plan. Examples include finder's fees, "soft If the filing due date of the Form 5500 is extended,the dollar" revenue,float revenue,and brokerage commissions. SAR is to be distributed no later than two months after the extended due date. The preparer of the Form 5500 generally Eligible Indirect Compensation (EIC): EIC is indirect prepares the SAR and provides it to the plan administrator compensation that includes fee or expense reimbursement for distribution. For plans electing to use the TIAA-CREF Form payments charged to investment funds and reflected in the 5500 Preparation Service, preparation of the SAR is included value of the investment or return on investment of the plan. in the service. Examples include the various components of an investment's The prescribed format of the SAR is contained in Section expense ratio such as investment management, 2520.104b-10 of the ERISA regulations,as is a cross administration, and 12b-1 distribution fees. reference to the Form 5500. If portions of the prescribed For the indirect compensation to be EIC, plan sponsors must format are not applicable to a plan, such information may have received written materials that disclose and describe: be omitted. If additional explanation of any prescribed information is needed to fairly summarize the Form 5500, • The existence of the indirect compensation it may be included in a separate category and labeled The services provided for the indirect compensation or "Additional Explanation." • 4I1) the purpose of payment of the indirect compensation 2.3.5 When to file Form 5500 and Form 8955-SSA Retirement plans subject to ERISA are required to file Form 5500 and Form 8955-SSA no later than the last day of the seventh month following the end of the plan year. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 18 example, if a plan year ends December 31, 2014,the 2.3.6 How to file Form 5500 .For iling due date is July 31, 2015. If the filing due date falls on TIAA-CREF provides comprehensive support to help a weekend or national holiday,the return's due date is the next business day. plan administrators meet annual financial reporting and audit requirements, including the TIAA-CREF Form 5500 An extension of the filing due date is available: Preparation Service. Offered in collaboration with Deloitte Tax LLP, the service includes step-by-step guidance, ■ By filing Form 5558,Application for Extension of Time streamlined data gathering,and issue resolution for timely to File Certain Employee Plan Returns,with the IRS preparation and filing of Forms 5500 and 8955-SSA as well on or before the regular filing due date. The form is as preparation of the related SAR. The service can help automatically approved if filed on or before the normal coordinate reports from one or multiple vendors. Contact due date and the requested extension is not more than the assigned Client Service Consultant or, if served by 21h months following the normal due date. Addtionally, the Administrator Telephone Center,contact a TIAA-CREF the number of plans to be extended is limited to three. Institutional Consultant at 888 842-7782. Attachments to the Form 5558 are not permitted; additional forms must be completed and filed, if needed. The completed Form 5500 and its related schedules A copy of the extension must be maintained with the should be filed with the DOL as specified in the Form 5500 plan's permanent records. instructions under "Electronic Filing Requirement." The filing options are (1)through EFAST2's web-based filing system • By use of the plan sponsor's tax extension, Form or(2)through an EFAST2-approved pproved vendor's filing system. 8868,Application for Extension of Time to File an Detailed information on electronic filing can be found Exempt Organization Return, or other extension form as at www.efast.dol.gov. appropriate if both the plan year and the plan sponsor's tax year are the same. The form is automatically The plan administrator must keep a copy of the Form 5500, approved if filed on or before the normal due date and including schedules,extensions and attachments with all the requested extension is not more than three months required manual signatures,on file as part of the plan's following the normal due date. A copy of the extension permanent records and must make a paper copy available on 4111) must be maintained with the plan's permanent records. request to participants, beneficiaries,the DOL and the IRS. If an additional extension period is needed, another Form 8868 must be filed with a manual signature. A copy of Filing summaries are available in TIAA-CREF's year-end the extension containing the manual signature must be reporting package. These filing summaries detail the maintained with the plan's permanent records. amounts to be reported on the Form 5500 financial schedules. Certain reclassifications may be necessary. • Through special extensions as announced by the IRS and DOL. 2.3.7 How to file Form 8955-55A Form 5500 and Form 8955-SSA filing calendar by plan year Effective for plan years beginning on or after January 1, 2014, magnetic media filing is required but only if the filing due date Plan year end Filing due date Extended due date is on or after July 31, 2015 not considering extensions. For January 31 August 31 November 15 this purpose, "magnetic media" means electronic filing,as February 28 September 30 December 15 well as other media specifically permitted under applicable March 31 October 31 January 15 regulations, revenue procedures,or publications,forms, instructions,or other guidance available on the IRS.gov April 30 November 30 February 15 internet website. May 31 December 31 March 15 June 30 January 31 April 15 This filing change applies to employers required to file at least 250 returns of any type, including information returns July 31 February 28 May 15 (such as Form W-2), income tax returns, employment tax August 31 March 31 June 15 returns, and excise tax returns for the calendar year that September 30 April 30 July 15 includes the first day of the reporting plan year. October 31 May 31 August 15 For plans utilizing the TIAA-CREF Form 5500 Preparation November 30 June 30 September 15 Service, offered in collaboration with Deloitte Tax LLFfiling • December 31 July 31 October 15 assistance will be provided. TIAA-CREF has developed a worksheet to assist plan sponsors in preparing the Form 8955-SSA. The worksheet permits input of information from the Form 8955-SSA Filing TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 19 • Summary into a format similar to the Form 8955-SSA page For this purpose,the term "participant" includes individuals wo. Note: This format is intended to be used for worksheet meeting any one of these definitions: purposes only. The information in the worksheet must be transcribed into the IRS-issued form for submission. 1. Active—any individuals who are currently employed, covered by a plan and who are earning or retaining The IRS also provides Retirement Plan FAQs Regarding credited service under a plan. This category includes any Form 8955-SSA. individuals who are eligible to elect to have the employer make payments to a 4O1(k) qualified cash or deferred The Form 8955-SSA and attachments with all required arrangement or a 4O3(b)tax-deferred annuity. Active manual signatures should also be maintained with the plan's participants also include any non-vested individuals permanent records. However, it should be released only to the who are earning or retaining the assigned credited DOL or IRS,as it contains confidential participant information. service under a plan. This category does not include (i) non-vested former employees who have incurred the 2.4 Audit requirements break-in-service period specified in the plan,or(ii)former employees who have received a "cash out" distribution The plan administrator of a retirement plan subject to ERISA or deemed distribution of their entire non-forfeitable is required to: accrued benefit. • Engage an independent qualified public accountant (IQPA) 2. Retired or separated participants receiving benefits (a to conduct an audit of the plan's financial statements type of inactive participant)—any individuals who are and render an opinion on the financial statements. retired or separated from employment covered by the • Attach the related audit report to the plan's Form 5500. plan and who are receiving benefits under the plan. The annual audit report or audited financial statements This category does not include individuals to whom an consists of the audit opinion,financial statements, insurance company has made an irrevocable commitment notes to the financial statements and required to pay all the benefits to which individuals are entitled supplemental schedule(s). under the plan. This category also does not include individuals who have annuitized their plan benefits; such •Plan administrators should have established internal individuals have taken a total distribution of their benefits policies, procedures, and controls for administering their and are no longer associated with the plan. plans and preparing financial statements,verifying that written plan document requirements have been met, and 3. Other retired or separated participants entitled to future selecting an IQPA to audit the plan's financial statements, benefits (a type of inactive participant)—any individuals if required. The DOL provides guidance on selecting an who are retired or separated from employment covered IQPA on its website. Additionally,the Employee Benefit Plan by the plan and who are entitled to begin receiving Audit Quality Center of the American Institute of Certified benefits under the plan in the future. This category does Public Accountants (AICPA) has helpful information on audit not include any individual to whom an insurance company quality and auditor selection at its website as well as a Plan has made an irrevocable commitment to pay all the Sponsor Resource Center which contains Plan Advisories benefits to which the individual is entitled under the plan. covering topics such as financial statement audits, auditor Those non-vested participants that are deemed to have communications, monitoring plan recordkeepers,and valuing received a benefit distribution at the time of termination plan investments, and the importance of internal controls. or a partially vested terminated participant who has been cashed-out would not be considered entitled to 2.4.1 Small plan audit waiver future benefits, even though a non-vested benefit may be restored if a rehire occurs within five years of termination. Typically,the audit requirement may be waived for a small plan (i.e., less than 100 participants on the first day of the 4. Deceased individuals whose beneficiaries are receiving reporting plan year) if plan assets meet certain requirements. or are entitled to receive benefits (a type of inactive However, in limited circumstances,the plan administrator participant)— includes only the deceased individual and of a small retirement plan may still be required to engage not the number of beneficiaries. This category does not an independent qualified public accountant. Visit the DOL include an individual for whom an insurance company website for more information on the small plan audit waiver. has made an irrevocable commitment to pay all the benefits to which the beneficiaries of that individual are entitled under the plan. Benefits may either be in pay •2.4.2 Definition of"participant" status or due to be paid in the future. Generally,for purposes of ERISA, a large plan is a plan having 100 or more participants on the first day of the Note: Plans having between 80 and 120 participants reporting plan year and a small plan is one having less than (anyone that is eligible to participate for regulatory 100 participants on the first day of the reporting plan year. disclosure purposes according to ERISA regulation 2550. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 20 •h404a-5) on the first day of the reporting plan year may to continue until the 2009 beginning balance is no longer e able to file the same type of return as filed in the material to plans' financial statements as a whole. This immediately preceding reporting year. important topic should be discussed with the plan's IQPA. 2.5 Limited scope vs. full scope audit 2.6 Compliance calendar The plan administrator may direct the IQPA to perform either One important aspect of a plan administrator's duties a full scope or a limited scope audit. The Limited Scope is to ensure an employee benefit plan is operated Audits Resource Center of the AICPA website provides in compliance with its terms and regulatory guidance. additional information about limited scope audits as A plan may have general compliance requirements permitted under ERISA. for which specific forms are required, each having its In general, a limited scope audit focuses on participant own filing due date. To assist plan administrators with transactions rather than on auditing financial information monitoring their employee benefit plans,TIAA-CREF has prepared and certified by a bank or similar institution prepared a new online tool containing key dates to remember or insurance carrier regulated, supervised and subject and additional helpful compliance information. Please see to periodic examination by a State or Federal agency. Compliance At A Glance on the Compliance section of our Investments and related activity must be certified as to both secure PlanFocus website. its accuracy and completeness to permit the use of the limited scope audit. TIAA and CREF(collectively referred to 2.7 Using PlanFocus° here, and in the certification, as TIAA-CREF) are insurance PlanFocus is TIAA-CREF's website for plan sponsors carriers regulated,supervised and subject to periodic examinations. As such, TIAA and CREF appropriately certify and administrators. Its robust features and streamlined the plan investments (and related investment activity)they navigation help make it easier for plan sponsors to be record keep, enabling the plan administrator to instruct the more efficient with administrative tasks, managing fiduciary I0QPA to perform a limited scope audit. responsibilities and making informed decisions. Through access to data,tools and other resources, plan sponsors Additionally,JPMorgan Chase Bank, N.A. (JPMC),for services can drive better outcomes for their plans,and retirement rendered on or before December 31, 2014)and TIAA-CREF readiness for their employees. Trust Company, FSB (Trust Company)for services rendered To start taking full advantage of PlanFocus,the primary beginning on or after January 1, 2015 has authorized TIAA-CREF to provide the required certification under 29 CFR authorizer at an organization must first verify the individuals 2520.103-5(d)on behalf of JPMC and/or Trust Company who are set up to use PlanFocus and confirm their access. relating to non annuity contract investments held by JPMC This verification is necessary to protect the sensitive nature and/or Trust Company for plans for which JPMC and/or of the plan and participant information on the site. Trust Company serves as directed trustee or custodian. PlanFocus® Reference Series: Managing site users, TIAA-CREF certifies exclusively for annuity contracts held as provides step-by-step instructions for getting started and plan investments. authorizing users. Invocation of limited scope status does not eliminate a Granting site access to plan auditors and plan's audit requirement; it simply allows the IQPA to reduce other intermediaries the level of audit work performed in the area of investments Section four of the PlanFocus® Reference Series: Managing and thereby possibly reduce the overall cost of the audit. site users provides step-by-step instructions for adding a It will not affect the audit work related to participant data, contributions,benefit payments or other plan information. plan auditor or other plan intermediary, such as a consultant or advisor, as a user. In the case of an auditor,the primary Consequently,the plan administrator should discuss the authorizer will be asked to assign the level of access to the audit scope and reach an agreement with the IQPA before individual, solely plan financial statements or other plan and audit fieldwork begins, as the overall cost of the audit may be affected. participant information, including contributions,distributions, loans and the like. This is the "enhanced" option. A similar In addition to disclaimers resulting from the performance process exists for providing access to other types of of a limited scope audit,the majority of ERISA 403(b) plans intermediaries, all described in the above referenced guide. have received modified opinions for 2009 and subsequent S plan years because the IQPAs were unable to gain sufficient comfort with respect to the completeness and accuracy of the 2009 beginning balances. This scope limitation is likely TIAA-CREF Plan Sponsor Reporting and Audit Guide l 21 •p Our PlanFocus® Reference Series: Navigating the site The Compliance tab is divided into separate pages devoted rovides detailed information about the site experience to to Plan Documents, Investment Oversight, Financial help users quickly find the information needed. TIAA-CREF Reporting& Plan Audit,and Service& has introduced a PlanFocus 101 section on the home page Fee Disclosure. of the site that includes all of our site resources,to help navigate the site, delve deeper into the data and information The Financial Reporting& Plan Audit page contains tools and become comfortable with new functionality. As part of and resources to support all related needs, including our ongoing commitment to help users make the most of the Service Organization Controls Report AT 801 SOC 1 PlanFocus,we will continue to create materials that will be Report(formerly SSAE 16 Report),ASC 820 Fair Value located in the PlanFocus 101 section, making it easy to Measurements for TIAA-CREF investment products, and TIAA access resources in one place. Traditional Annuity:Adding safety and stability to retirement portfolios white paper. Also here are forms related to Plan governance and regulatory compliance. requesting documentation for selected transactions. The Compliance tab is focused on helping plan sponsors understand fiduciary and regulatory requirements. With For further information or to arrange a demonstration, increasingly complex regulations, keeping a retirement plan plan sponsors can contact their assigned Client Service compliant can be a challenge. That's why we've broken the Consultant or the Administrator Telephone Center at process into three easy-to-manage steps for plan sponsors: 888 842-7782. Step 1: Understanding responsibilities. 2.8 Online reporting Step 2: Checking the plan's compliance. TIAA-CREF offers a full array of online reporting capabilities Step 3: Establishing processes to get or keep on track. to plan sponsors, administrators and other intermediaries connected to the plan. Enhanced Access permits auditors For each of these steps,TIAA-CREF provides online tools and to view and run reports. For other intermediaries, including resources such as the Plan Governance Toolkit, Fiduciary consultants and financial advisors,the plan sponsor may and Com liance Checklist, and an interactive Compliance authorize them to view and run reports or assign other Calendar-tailored to the end of the plan year-to help plan responsibilities. (Complete information on entitlements is sponsors understand and fulfill their responsibilities. available in the PlanFocus PlanFocus® Reference Series: Managing site users.) _ 0_ 0'"' ORGANIZATION" N � k.. .w,£ Standard reporting provides easy access to a variety of --- -- a•--•- — — predefined reports to help plan sponsors review,analyze and 1011111111111M—.__ evaluate different aspects of a plan, including investments, 11=1=1111111111111 f......_ ® enrollments, contributions, distributions, loans,audit and transactions,and eligibility, salary deferrals and employees. .. . . These reports provide plan-level summary and participant detail information for each area of interest, and data filters -- can be used to further refine the information. Report " """ `"" '"""° results can be downloaded or printed, making it easier to F ■I analyze further,share with team members or reach out to I ' _ _ . ,! participants. The downloaded file includes mailing and �.- - email addresses. Custom reporting is another option to gain a deeper On the Compliance tab, under Plan-Specific Reports,the understanding of a plan and participant activities. With option Plan Financials can be used to access a year-end custom reporting,data can be combined and aggregated in reports package (see Chapter 4: Report descriptions for new ways for a more in-depth analysis of the plan. The user a complete description). Also under Plan-Specific Reports decides what information to include and how it will appear in are audit documentation for tests of transactions that the report. have been previously requested. Change notices and other We have created a guide to reporting features and documentation related to ERISA section 408(b)(2) plan step-by-step instructions to help users make the most of this *sponsor disclosures also can be found there. Plan sponsors functionality, see PlanFocus PlanFocus® Reference Series: may utilize our proprietary tool, Disclosure Assist, to manage Reporting capabilities. During 2015, previously available participant disclosures that may be required by ERISA. reporting will migrate to PlanFocus and be enhanced and expanded in the process. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 22 •Chapter 3 Plan Year-End Report Package Overview 3.1 Summary of reports The 2014 Plan Year-End Report Package will be available on the secure PlanFocus website under the Compliance tab. Each report contained in the year-end report package is described in detail in Chapter 4. Each report contains the plan sponsor name, plan name, plan identifier, report name and reporting period,as displayed in the sample report illustrated below. See Appendix A for samples of the 2014 reporting package. TIA1, Statement of Changes to Net Assets Report Name ,Nei. Total Plan Assets Under Management-Investment Detail Financial Services Plan Sponsor Name ABC SAMPLE UNIVERSITY Activity for the Reporting Period:01/01/2014 to 12/31/2014 11AA TRADITIONAL NON BENEFIT RESPONSIVE TIAA REAL ESTATE CREfSTOCK CREF MONEY MARKET NBR X1 X2. 03 Marks at the Beginning of the Period $17,414,747.18 $429,428.50 69,396390.51 81,377,694.16 Reporting period for ditions to Net Assets p g Contributions which re ort activit EMPLOYEE PRE-TAX MATCH ($45.22) $0.00 $0.00 $0.00 P y EMPLOYEE PRE-TAX $1454,515.26 $60,070.37 $823,316.73 $77,761 39 ROLLOVER $2,433.34 $0.00 50.00 $0.00 is generated EMPLOYER MATCH $547662.87 $20,628.18 $333,932.82 $30,342 71 Total Contributions $2,004,668.25 850,698.66 51,157,240.56 5108,104.10 Other Receipts _ $0.00 $0.00 $0.00 $0.00 • Total Additions to Net Assets $2,004,588.26 880.696.55 81,157,249.55 5108,104.10 Investment Income Earnings 516363 60.00 $0.00 $51109 Date and time Participant Loan Interest $24,1113.66 $84145 $18,034.29 $143640 Dividends $000 $0.00 $0.00 $0.00 were Realized Gain(Loss) $122,449.02 (519,844.01) ($380,184.42) $19452.77 reports Unrealized Gain(Loss) 9360,87020 (5103,601.90) 53,458,863.03 ($17,88040) generated Total investment income 5508,398.51 (8122,604.46) 53,096,712.90 83,519.86 Deductions from Net Assets ithdrawals ($4,629.62) $0.00 ($5,665.36) $0.00 Di bons ($700,143.63) ($34,669.72) ($378,014.38) ($396,531.08) Annuity'- ment Options $0.00 $0.00 $0.00 $0.00 Forfeitures $0.00 $0.00 $0.00 $0.00 Fees $0.00 50.00 00.00 00.00 Other Deductions $0.00 $0.00 $0.00 $0.00 Plan identifier Total Deductions ($704,773.25) (534,669.72) ($383,679.74) ($396,531.08) Transfers Interfund Transfer In $1,703,083 44 $47202.89 $350,693.96 $310,368.39 interfund Transfer(Out) ($1,749,38624) ($39,107.43) ($632,234.10) ($364,045 60) Conversion In $0.00 $0.00 $0.00 $0.00 Conversion(Out) $0.00 $0.00 $0.00 50.00 .n to Plan Transfer In 01,373.08 0404.67 $7,773.40 $0.00 Pie •Plan Transfer(Out) $0.00 $0.00 $0.00 $0.00 Particip- oans Issued $0.00 $0.00 $0.00 $0.00 Participant L. Principal Repayment %133,563.91 $3,697.65 $79,115.58 $6422.81 Plan name Total Transfers 5., .19 $6,197.78 (5194,651.16) ($47,254.40) Market Value at the End• ,e Period $19,311,570... 8359,048.65 013,071,922.06 81,046,532.64 Cash Held in Reserve $0.00 $0.00 $0.00 $0.00 Partidpant Balance at the End of•-• •• $19,311,667.81 .9,048.86 $13,071,922.27 81,045,632.63 ABC SAMPLE UNIVERSITY 403(B)RETIREMENT PLAN-Plan 0 111111 Private&Confidential 02/02/1510'.00 AM Page 1 of 8 III TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 23 •3.2 Obtaining Plan Financial reports 1. Click the destination cell for the data from the text file. using PlanFocus To ensure that the external data does not replace existing data, make sure that the worksheet has no data Plan year-end reports, as well as certain historical reports, below or to the right of the cell you clicked. are available on the secure PlanFocus website. For large 403(b) plans, historical plan-level reports are available 2. On the Data menu, point to Import External Data,and beginning with the 2008 plan year. For small 403(b) plans, then click Import Data. reports are available beginning with the 2009 plan year. In 3. In the Files of type box, click Text Files. addition to the identified reports, enhanced web functionality for the Plan Financials Reporting application includes: 4. In the Look in list, locate and double-click the intended • Plan Financials, our standardized reporting package, is text file (an external data range). accessed through the Compliance menu, under 5. Follow the instructions in the Text Import Wizard to divide Plan-Specific Reports. the text into columns,and then click Finish. • Email notifications when plan reports are sent directly to the plan sponsor and available on the 6. In the Import Data dialog box,click Properties to set Plan Focus website formatting and layout options for the imported data. • Ability to download the Plan Financials Reporting package 7. In the Import Data dialog box, select one of the following: in either .pdf or .csv format, in whole or in part a. To return the data to the selected location, click To access the Plan Financials Reporting Package, Existing worksheet, and then click OK. when available: b. To return the data to a new worksheet,click New 1. Go to https://www.tiaa-cref.org/plansponsors worksheet, and then click OK. Microsoft Excel and click Log In. adds a new worksheet to the workbook and 02automatically puts the external data range in the Once logged in, click on the Compliance menu, upper-left corner of the new worksheet. then select Plan Financials under the Plan-Specific Reports section. 3.3 Timing of report distribution 3. From the Plan Financials page, select the plan/plan year and click Continue. A list of related plan year-end reports For defined contribution pension plans subject to ERISA, will be provided. including both qualified plans and 403(b) plans, 2014 year-end reports will be available beginning approximately 60 4. Select the specific reports for downloading by checking days following the end of the plan year. Plan administrators the applicable boxes or select Download Entire Package will receive an email notification of the reports' availability. to download all the reports,then click Continue located at the bottom of the page. 3.4 Requesting secure access 5. On the Select Report Format page, select the boxes next Eligible employees of the plan sponsor can register for to .pdf or .csv delivery method for the selected reports, secure access to the PlanFocus website to administer then click Continue. important plan tasks in an environment that is secure,fast 6. A download window will appear permitting a selection of and easy to use. If appropriate staff members have not been either saving or opening the selected report(s). ERISA provided access, an authorized representative of the plan requires plan sponsors to retain records for seven years. sponsor may grant access (see Section 2.7). We strongly suggest that the entire report package be With secure access,staff members can: archived in the plan's permanent records. • Run online reports 3.2.1 Comma-separated value (.csv) file format • Get online compliance information A .csv-formatted file allows the requested report to be saved • Inquire about participants' account balances, •as a text file,which can be opened in a spreadsheet or basic allocations and contributions database software application for additional functionality. For • Access secure and confidential participant information example,the following instructions are for using Microsoft Excel as the database software application. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 24 •3.5 Requesting plan reporting aggregation 4.2 Certified financial reports If TIAA-CREF is recordkeeping a single ERISA plan as more Certified financial reports, also called Plan Financials, than one plan,TIAA-CREF can aggregate these components address the completeness and accuracy of the plan into a single consolidated plan year-end report. This will help investments as recordkept by TIAA-CREF along with the simplify the preparation of the plan's financial statements, related investment activity for the reporting period. These Form 5500 and Form 8955-SSA while still maintaining reports provide financial information needed to complete separate components in the recordkeeping system. financial disclosure required for the Form 5500 as well as to Requests to aggregate plan-level reporting must be received develop the plan's financial statements. See Appendix A for by TIAA-CREF at least 30 days prior to the end of the a sample of the 2014 certified financial reports, reporting year for which aggregation is requested. To request which includes: plan reporting aggregation, contact the plan's assigned Client Service Consultant,or if served by the Administrator • Certification Statement Telephone Center,contact a TIAA-CREF Institutional • Schedule of Assets Held for Investment Consultant at 888 842-7782. • Statement of Changes to Net Assets • Footnotes to the Statement of Changes to Net Assets Chapter 4 4.2.1 Certification Statement Certification Statement certifies the completeness and Report descriptions accuracy of investment information and related investment activity,thereby permitting plan administrators to instruct 4.1 Reporting changes for 2014 an independent qualified public accountant(IQPA)to perform a limited scope audit. As permitted under ERISA, A reporting enhancement has also been made for the TIAA-CREF, as an insurance carrier, certifies this information .December 2014 reporting cycle for the Statement of Changes for investments in proprietary annuities for which it serves to Net Assets and Schedule of Assets Held for Investment. as recordkeeper. Additionally,TIAA-CREF has been authorized Investments in the TIAA Traditional Annuity under the RC by JPMorgan Chase Bank, N.A. (JPMC),a national banking (nonbenefit responsive)and RCP(benefit responsive) association,and/or TIAA-CREF Trust Company, FSB (Trust contracts are now reported separately from the legacy Company)to certify on its behalf for investments for which nonbenefit responsive contracts (RA and GRA) and benefit TIAA-CREF serves as recordkeeper and for which JPMC responsive contracts (SRA and GSRA). TIAA Traditional and/or Trust Company serves as directed trustee (qualified Annuity investments in RC and RCP contracts will appear plans) or directed custodian (403(b) plans). under the columnar heading of TIAA Traditional Nonbenefit Responsive NB2 and TIAA Traditional Benefit Responsive The Certification Statement will be aligned with a plan's BR2, respectively. investments. For plans investing exclusively in proprietary annuity contracts (TIAA Traditional Annuity,TIAA Stable A new report, Fund Usage and Diversification Report, was Return Annuity,TIAA Stable Value, TIAA Access Annuity, added beginning with the November 2014 reporting cycle. TIAA Real Estate Account and CREF Accounts), no reference This report provides details concerning participant balances will be made to JPMC and/or Trust Company; TIAA-CREF will by fund and contains four sections. See Section 4.5.8 for certify exclusively. For plans investing in both proprietary additional information. annuity contracts and investments for which JPMC Two new reports, Plan Servicing Credit Report(see Section and/or Trust Company acts as directed trustee or custodian, 4.3.17 for a description) and Plan Servicing Fee Report the Certification Statement will be made by TIAA-CREF for (see Section 4.3.18 for a description),were added with proprietary annuity contracts and TIAA-CREF on behalf of the June 2014 reporting cycle. These reports provide JPMC and/or Trust Company. additional information on plan servicing activity. Additional enhancements were also made with the December 2014 reporting cycle. The .pdf version of the reports includes summary pan level data while the .csv version contains "'participant level data. The logic utilized in these reports is consistent with the reporting logic utilized in the Participant Count Report. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 25 •4.2.2 Schedule of Assets Held for Investment previous plan year end; equal to the beginning market Schedule of Assets Held for Investment is the balance value by investment and in total on the Participant sheet for the plan and includes the investment price, unit Detail Summary balance, market value and cost value for each investment of Additions to Net Assets the plan recordkept by TIAA-CREF as of the end date of the Contributions: Supporting participant-level activity reporting period. by source is provided in the Contribution Report and The Schedule of Assets Held for Investment provides a Participant Detail Summary. These amounts represent snapshot of all plan investments with a beginning or ending contributions and adjustments by source,which are market value or activity(e.g., contributions,withdrawals) processed within the reporting period. during the reporting period. The ending unit balance, market Note: Certain direct transfers of rollover sources may be value and cost for each investment equals the ending unit, reported as rollover contributions. market value and cost value for each investment on the Statement of Changes to Net Assets and the Participant Plan Servicing Credits: Supporting plan-and participant- Detail Summary. level activity by source and fund provided in Participant Detail Summary under fees/miscellaneous and Revenue Beginning with the December 2014 reporting cycle, RC Credit Account Report. Based on an agreement with (nonbenefit responsive)and RCP (benefit responsive) TIAA-CREF,these amounts represent funding from contract investments in TIAA Traditional Annuity will TIAA-CREF and any reallocation to the participant from be reported separately from TIAA Traditional Annuity the Revenue Credit Account. investments in the RA, GRA(both, nonbenefit responsive), SRA, and GSRA (both,benefit responsive) contracts. Other Receipts:Additional receipts into the plan Investments in TIAA Traditional Annuity will appear under the not categorized as Contributions (See FAQ 26 for columnar heading of TIAA Traditional Nonbenefit Responsive more information.) NB2 and TIAA Traditional Benefit Responsive BR2 for RC and TCP contracts respectively. This reporting change will permit Investment Income—Supporting participant-level activity by .separate disclosures based on guaranteed rates. source and fund is provided in the Participant Detail Summary. 4.2.3 Statement of Changes to Net Assets Earnings: Supporting activity by date and fund is provided in the Transaction History by Fund Report and Statement of Changes to Net Assets is the plan's income the Transaction History by Date Report. Other than TIAA statement and summarizes the investment balances, Traditional Annuity and plan loans,these are normally contributions,distributions, investment activity and attributed to "lost earnings" calculations. direct expenses associated with each investment of the plan recordkept by TIAA-CREF for the reporting period. Participant Loan Interest: Supporting plan-and The Statement of Changes to Net Assets groups certain participant-level activity by source and fund is provided transactions to summarize items as needed for the in the Participant Detail Summary and the Loan Activity Form 5500. Report for Participant Loans. (See Section 7.5 Participant Loans vs. Plan Loans,for a complete description of the Beginning with the December 2014 reporting cycle, RC difference between these loan types.) (nonbenefit responsive)and RCP(benefit responsive) contract investments in TIAA Traditional Annuity will Dividends: Supporting plan-level activity by source and be reported separately from TIAA Traditional Annuity fund is provided in the Transaction History by Date and investments in the RA, GRA(nonbenefit responsive), SRA, Fund Reports. and GSRA (benefit responsive) contracts. Investments in TIAA Traditional Annuity will appear under the columnar Realized/Unrealized Gain (Loss): Supporting Realized heading of TIAA Traditional Nonbenefit Responsive NB2 and Gain/Loss activity by date and fund is provided in the TIAA Traditional Benefit Responsive BR2 for RC and RCP Transaction History by Date and Fund Reports. contracts respectively. This reporting change will permit separate disclosure based on guaranteed rates. Deductions from Net Assets Withdrawals: Supporting participant-level activity by The transactions are defined and reported on the Form 5500 source and fund for participant payments made while a /has follows: participant is active is provided in the Distribution Report and Participant Detail Summary. Beginning Balance Market Value at the Beginning of the Period: The Note:All loan default offsets will show as a withdrawal. beginning balance by investment and total as of the TIAA-CREF Plan Sponsor Reporting and Audit Guide I 26 • Distributions: Supporting participant-level activity by Participant Loan Principal Repayments: Supporting source and fund for participant payments made after a plan-and participant-level activity by source and fund participant has terminated employment is provided in the is provided in the Participant Detail Summary and Loan Distribution Report and Participant Detail Summary. Activity Report for Participant Loans. (See Section 7.5 Participant Loans vs. Plan Loans,for a complete Annuity Settlement Options: Supporting participant-level description of the difference between these loan types.) activity by source and fund is provided in the Distribution Report and Participant Detail Summary. Ending Balance Market Value at the End of the Period: Total of all Note: The Annuity Settlement Option is a form of subtotals; equal to the ending market value on the distribution used to purchase an individual annuity Schedule of Assets Held for Investment and Participant contract, based on options selected by the participant. Detail Summary. Slight variances may exist between the Forfeitures: Supporting plan-and participant-level activity Market Value at the End of the Period and the Participant by source and fund is provided in the Participant Detail Balance at the End of the Period due to rounding. Summary and Forfeiture Account Report. Participant Balance at the End of the Period: Represents the participant balances reflected in the Fees:Supporting plan-and participant level activity recordkeeping system and equals the Market Value by source and fund is provided in the Participant at the End of the Period. Slight variances may exist Detail Summary, Direct Fee Report and Service between the Market Value at the End of the Period Provider Summary. and the Participant Balance at the End of the Period Other Deductions: Supporting plan-and participant- level due to rounding. activity by source and fund provided in Participant Detail Summary under fees/miscellaneous. Other deductions 4.2.4 Footnotes to the Statement of Changes are not included in any of the categories enumerated. to Net Assets (See FAQ 26 for more information.) If applicable,the plan's reporting package may include •Transfers footnotes to provide detailed explanations related to Interfund Transfers In/(Out): Supporting activities by certain transactions of the plan recordkept by TIAA-CREF date and fund are available on the Transaction History for the reporting period. Footnotes are used to explain any by Fund Report and Transaction History by Date Reports. discrepancies between the Supplemental Financial Reports Examples include cross contract transfers, alternate and the certified Statement of Changes to Net Assets. payee transfers,loan default transfers and transfers Information contained in the Footnotes to the Statement of between investments. Changes to Net Assets is a source for data used to balance certain reports and may be needed in the development Conversions In/(Out): Supporting activities by date and of the plan's financial statements. fund are available on the Transaction History by Fund Report and Transaction History by Date Report. Examples In cases where there is an immaterial variance of less include asset consolidations sourced from other service than $5 between plan-level information on the Statement providers and some plan mergers. of Changes to Net Assets and participant-level information on the Participant Detail Summary due to rounding,footnotes Plan to Plan Transfers In/(Out): Supporting participant- will not be entered on the Footnotes to the Statement of level activity by source and date are provided in the Plan Changes to Net Assets. to Plan Transfer Report. (See Section 4.3.15 Plan to Plan Transfers Report.) These transactions include transfers 4.3 Supplemental financial reports between alternate carriers and transfers between plans recordkept by TIAA-CREF. Supplemental financial reports provide the detail to support the certified financial reports and are typically required by Participant Loans(Issued): Supporting plan-and plan auditors. See Appendix A for a sample of the 2014 participant-level activity by source and fund is provided supplemental financial reports. in the Participant Detail Summary,New Loan Issued • Report and Loan Activity Report for Participant Loans. Supplemental financial reports include: (See Section 7.5 Participant Loans vs. Plan Loans,for • Participant Detail Summary a complete description of the difference between these loan types.) • Transaction History by Fund Report • Contribution Report TIAA-CREF Plan Sponsor Reporting and Audit Guide ( 27 •■ Loan Activity Report for Participant Loans 4.3.2 Transaction History by Fund Report • Loan Activity Report for Plan Loans Transaction History by Fund Report indicates the purchase, • Outstanding Loan Report for Participant Loans sale, net change,cost and realized gain/loss totals for all financial transactions for the reporting period, identified by • Outstanding Loan Report for Plan Loans investment and transaction date. The Transaction History • Distribution Report by Fund Report provides plan administrators a summary • Forfeiture Account Report (grouped by date, investment and transaction type) of the individual transactions that,when accumulated on a plan • Transaction History by Date Report and fund level,are provided in the Statement of Changes to • New Loan Issued Report for Participant Loans Net Assets,Participant Detail Summary,Contribution Report, • New Loan Issued Report for Plan Loans New Loan Issued for Participant Loans, Loan Activity Report for Participant Loans, Distribution Report, Direct Fee Report, • Participant Contribution Investment Allocation Report and Forfeiture Account Report. • Plan ID Report Note: This report provides a comprehensive description of • Plan to Plan Transfers Report fees and inter-fund transfers. • Revenue Credit Account Report • Plan Servicing Credit Report 4.3.3 Contribution Report • Plan Servicing Fee Report Contribution Report reflects total contributions allocated to the participant's account (including reallocated forfeitures), 4.3.1 Participant Detail Summary identified by source of money(e.g., Employee pretax, Participant Detail Summary provides a detailed summary Employer, Rollover),for the reporting period. All contributions of all financial activity in each participant's account. It posted to the recordkeeping system are listed by participant includes beginning and ending market values,contributions, with a breakdown by transaction date and money source. .earnings,transfers, distributions,forfeitures, loan activity The Contribution Report provides a participant's contribution and direct fees broken down by investment and money activity to assist plan administrators in monitoring source. In addition, demographic data provided by the elective deferrals for compliance with annual deferral and plan administrator is displayed (e.g.,date of birth,date of contribution limitations. The contribution amounts reported hire). Historically,the demographic data may not have been in total, by money source and by participant,equal the captured or provided to TIAA-CREF. Accordingly,the plan contribution amounts in total, by money source and by administrator may find that data maintained internally is participant,on the Participant Detail Summary and Statement more accurate. of Changes to Net Assets. The totals in the Contribution Report agree with totals in the Payroll Summary Report, Some demographic descriptions, such as participant status except for the net result of forfeiture adjustments and and plan entry date,will be displayed. However,these rollover contributions, if any. may not contain related participant information. The plan administrator may provide additional information for these 4.3.4 Loan Activity Report for Participant Loans fields to be populated for future reporting. Loan Activity Report for Participant Loans provides a summary The Participant Detail Summary allows plan administrators of participant loan activity,detailed by participant for the to review activity posted to a participant's account within a reporting period. The report includes beginning participant reporting period to assist with answering questions that may loan balance, new participant loans issued,loan principal arise. Accumulations of these participant activities at the paid/adjusted,deemed accumulated interest,transferred/ plan level—and in some cases the source and fund level— distributed/defaulted loan-related activity,and ending are provided in the Schedule of Assets Held for Investment, participant loan balance. The participant loan activity amounts Statement of Changes to Net Assets, Transaction History by reported, in total and by participant,equal the participant loan Date Report,Transaction History by Fund Report,Contribution activity amounts,in total and by participant,on the Participant Report, New Loan Issued Report for Participant Loans, Loan Detail Summary. Additionally,the participant loan amounts Activity Report for Participant Loans,Outstanding Loan Report reported in total equal the loan amounts for the Participant for Participant Loans, Distribution Report, Direct Fee Report, Loan Fund and Participant Loan Fund(Deemed Distributed) �nd Forfeiture Account Report. on the Schedule of Assets Held for Investment and Statement of Changes to Net Assets. See Section 7.5 Participant Loans vs. Plan Loans,for a complete description of the difference between these loan types. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 28 •4.3.5 Loan Activity Report for Plan Loans distribution reason,the gross distribution amount, rollover Loan Activity Report for Plan Loans provides a summary indicator and rollover amount. The Distribution Report of plan loan-related activity,detailed by participant for the assists plan administrators in monitoring distributions made reporting period. The report includes beginning plan loan to plan participants based on individual requests as well as balance, new plan issued, plan loan principal paid/adjusted, in compliance with annual distribution requirements(e.g., deemed accumulated interest,transferred/distributed/ minimum distributions). The distribution amount, in total defaulted plan loan related activity,and ending plan loan and if accumulated by participant (if multiple distributions), balance. Plan loans are not assets of the plan and are not equals the ending distribution amount, in total and by reflected in other reports. However,the collateral associated participant,on the Participant Detail Summary. Additionally, with these loans is a plan asset,and is reflected in the the ending distribution amount equals the ending distribution overall balance of TIAA Traditional Annuity and the Plan Loan amounts,broken down by distribution type,on the Statement Default Fund which is invested in TIAA Traditional Annuity. Plan of Changes to Net Assets. loan information is only provided in the Loan Activity Report, Outstanding Loan Report and New Loan Issued Report for Plan 4.3.9 Forfeiture Account Report Loans. See Section 7.5 Participant Loans vs. Plan Loans,for Forfeiture Account Report provides a summary of the activity a complete description of the difference between these in the Forfeiture Account for the reporting period and includes loan types. opening and closing balances,balances forfeited (amounts added to the Forfeiture Account resulting from any forfeited 4.3.6 Outstanding Loan Report for Participant Loans non-vested participant balances), miscellaneous forfeiture Outstanding Loan Report for Participant Loans provides adjustments,forfeitures used (amounts removed from the summary information for participants with an outstanding Forfeiture Account to offset contributions, pay plan expenses, participant loan balance at the end of the reporting period. etc.),investment income earned (income derived from the The report includes issue date,original amount of loan, investments within the Forfeiture Account)and forfeiture next payment due date, last payment due date, interest rate related fees. Additionally, it provides detail,by participant,of •of loan, payment frequency,payment amount,ending loan the balances forfeited during the reporting period. balance and loan status as of the ending of the reporting period. The ending loan balance, in total and accumulated by 4.3.10 Transaction History by Date Report participant(if multiple loans), equals the ending participant Transaction History by Date Report indicates the purchase, loan balance, in total and by participant, on the Participant sale, net change,cost and realized gain/loss totals for all Detail Summary.Additionally,the ending participant loan financial transactions for the reporting period, identified by balance in total equals the ending loan balance for the transaction date.The Transaction History by Date Report Participant Loan Fund and Participant Loan Fund(Deemed provides plan administrators a summary(grouped by date Distributed) on the Schedule of Assets Held for Investment and transaction type)of the individual transactions that, and Statement of Changes to Net Assets. See Section 7.5 when accumulated on a plan level,are provided in the Participant Loans vs. Plan Loans,for a complete description Statement of Changes to Net Assets, Participant Detail of the difference between these loan types. Summary,Contribution Report, New Loan Issued for Participant Loans,Loan Activity Report for Participant Loans, Distribution 4.3.7 Outstanding Loan Report for Plan Loans Report, Direct Fee Report, and Forfeiture Account Report. Outstanding Loan Report for Plan Loans provides summary information for participants with an outstanding plan loan Note: This report provides a comprehensive description of balance at the end of the reporting period. Plan loans are fees and inter-fund transfers. not assets of the plan and are not reflected in other reports. Plan loan information is only provided on the Loan Activity 4.3.11 New Loan Issued Report for Participant Loans Report and Outstanding Loan Report for Plan Loans and New Loan Issued Report for Participant Loans provides a New Loan Issued Report for Plan Loans. See Section 7.5 summary of participant loans recordkept by TIAA-CREF for the Participant Loans vs. Plan Loans,for a complete description reporting period. The terms of the loan agreement (loan issue of the difference between these loan types. date,first payment date,next payment date,last payment date, loan amount, interest rate, payment frequency,and 0 4.3.8 Distribution Report payment amount)are reflected in this report. The new loan amounts, reported in total and by participant, equal the loan Distribution Report provides a detailed listing of benefit issued amounts by date on the Transaction History by Date payments (e.g.,termination,minimum distribution, hardship, Report and the new loan issued amount on the Loan Activity in-service distributions) issued during the reporting period Report for Participant Loans. Additionally,the new loan issued and includes the distribution date,type of distribution, TIAA-CREF Plan Sponsor Reporting and Audit Guide I 29 !amount,in total,equals the Participant Loans Issued amount Note:A direct transfer of a rollover source may be reported on the Statement of Changes to Net Assets. See Section 7.5 on the Contribution Report as a rollover contribution. Participant Loans vs. Plan Loans for a complete description of the difference between these loan types. 4.3.16 Revenue Credit Account Report Revenue Credit Account Report provides a summary of all 4.3.12 New Loan Issued Report for Plan Loans revenue credit account activity including plan servicing New Loan Issued Report for Plan Loans provides a summary credits for the reporting period. It includes opening and of plan loans for the reporting period. The terms of the closing balances, plan servicing credits, plan servicing credit loan agreement (loan issue date,first payment date, next adjustments, investment income,fees and miscellaneous payment date, last payment date, loan amount, interest rate, adjustments. Additionally, it provides details of the plan payment frequency,and payment amount)are reflected in servicing credits, plan servicing credit adjustments and fees. this report. The new loan amounts reported, in total and by participant,equal the New Loan Issued amount on the Loan 4.3.17 Plan Servicing Credit Report Activity Report for Plan Loans, but will not be reflected in any other reports. See Section 7.5 Participant Loans vs. Plan Plan Servicing Credit Report provides details of the plan Loans,for a complete description of the difference between servicing credits credited to a plan (by participant) during the these loan types. reporting period. It includes amounts and investments that were credited by transaction date. Transactions processed after August 2014 will include the Valuation Date, Eligible 4.3.13 Participant Contribution Investment Assets,and Total Assets. The Valuation Date is the date Allocation Report on which the plan servicing credit is calculated. Participant Participant Contribution Investment Allocation Report provides allocation detail will be available on the .csv version of the percentage of an individual participant's contribution the report. allocated to each investment. The report includes the investment allocation at the beginning and, if applicable,the 4.3.18 Plan Servicing Fee Report most recent investment election, are included. Allocation Plan Servicing Fee Report provides details of both the changes are reflected on the report as of the last day of proprietary and nonproprietary plan servicing fees credited the month during which those allocation changes are made. to a plan (by participant) during the reporting period. However, if a participant has not made an investment Transactions processed after August 2014 will include election, contributions will be applied to the default Eligible Assets and Total Assets and participant allocation fundand will not be reflected on this report. Additionally,if a detail will be available on the .csv version of the report. participant has multiple contracts in a plan with conflicting allocation percentages, allocations will be reflected with an asterisk, instead of a percentage amount. 4.4 Supplemental Reports to Support Form 5500 A plan subject to ERISA is required to file Form 5500 and 4.3.14 Plan ID Report related schedules, if any,annually. Form 5500 discloses, Plan ID Report provides a summary of the TIAA-CREF plan in part,the financial condition, investments and results numbers included in the report package. This is useful of plan activities and is part of ERISA's overall reporting in situations in which TIAA-CREF maintains multiple plans for and disclosure framework. It also provides regulators with a single ERISA plan. See Section 3.5 on requesting information designed to protect the rights and benefits of plan aggregation. participants and beneficiaries in employee benefit plans. The Supplemental reports to support Form 5500 provide information to assist plan sponsors in the completion of 4.3.15 Plan to Plan Transfers Report Form 5500 and the related schedules, if any. Supplemental Plan to Plan Transfer Report provides a detailed listing of reports to support Form 5500 include: plan-to-plan transfers in and out of the plan during the reporting period and includes the money source,transfer • 5500 Reportable—Schedule of Assets Held date,vendor to/from which money was transferred and for Investment type of transfer(in or out). The Plan to Plan Transfer Report • 5500 Reportable—Statement of Changes to Net Assets 0assists plan administrators in monitoring transfers made by plan •participants based on individual requests. The ending • Filing Summary for Schedule A transfer amount equals the sum of Plan to Plan Transfer In • Filing Summary for Schedule C and Plan to Plan Transfer Out amounts on the Statement of Changes to Net Assets. • Filing Summary for Schedule D • Filing Summary for Schedule H TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 30 0• Filing Summary for Schedule H,• line 4i Annuity,TIAA Stable Value and TIAA Stable Return Annuity ■ Filing Summary for Schedule I (may also be referred to (Line 4- Insurance Company General Account) and separate as Filing Summary for Form 5500 SF) account products, such as TIAA Real Estate Account, CREF Accounts and TIAA Access Annuity(Line 5-Separate • Participant Count Report Accounts). Part II, line 7, includes financial activity for the • 5500 Reportable Transactions TIAA Traditional Annuity(contracts with unallocated funds). ■ Filing Summary for Form 8955-SSA If TIAA-CREF recordkeeps insurance products of another insurance company(ies), a Filing Summary for Schedule A will 4.4.1 5500 Reportable Schedule of Assets Held be provided for each such insurance company. Additionally, for Investment the other insurance company(ies)will be responsible for providing sufficient information for the completion of 5500 Reportable-Schedule of Assets Held for Investment Schedule A for its insurance products. is the plan's balance sheet. It includes the investment price, unit balance, market value and cost value for each 4.4.4 Filing Summary for Schedule C investment of the plan recordkept by TIAA-CREF,with the exception of investments in fixed-rate annuity contracts. Filing Summary for Schedule C provides the line-by-line These values are as of the end date of the reporting period entries necessary to complete Schedule C, if required. and identified by Form 5500 asset classification (e.g., Schedule C is completed only for large plans for whom pooled separate accounts, registered investment companies, services were rendered by persons receiving$5,000 or self-directed accounts). more in direct or indirect compensation. TIAA-CREF may be a service provider for this purpose. Details of such This report provides a snapshot of all plan investments, by compensation are provided on the Direct Fee Report and the Form 5500 classification,that had an ending market value. Service Provider Summary. The ending unit balance, market value and cost for each Additionally, Part III of Schedule C must be completed investment equals the ending unit balance,market value and Illcost value for each investment on the certified Schedule of for large plans wherein services of the plan's accountant Assets Held for Investments. or,for a defined benefit plan, enrolled actuary were terminated during the plan year being reported. If a service 4.4.2 5500 Reportable Statement of Changes provider fails or refuses to provide the information necessary to Net Assets to complete Schedule C, Part II may be used to report such failure or refusal. 5500 Reportable-Statement of Changes to Net Assets is the plan's income statement and summarizes investment 4.4.5 Filing Summary for Schedule D balances,contributions, activity and direct expenses associated with each investment of a plan recordkept by Filing Summary for Schedule D provides the line byline TIAA-CREF for the reporting period,categorized by Form entries necessary to complete Schedule D, if required. 5500 asset classification (e.g., pooled separate accounts, Schedule D is completed for those plans with investments registered investment companies, self-directed accounts). in the TIAA Real Estate Account (REA) or other Direct Filing Entities (DFE). The REA is a pooled separate account of TIAA, This report provides plan investments, by Form 5500 an insurance company,and is a DFE for Form 5500 reporting classification,that had either a beginning or ending market purposes. TIAA, on behalf of the REA,will file a Form 5500 value or activity during the reporting period as shown on the with the DOL,thereby permitting investing plans limited Statement of Changes to Net Assets. reporting relief on Schedule H. This report is the data source for the Filing Summary for 4.4.6 Filing Summary for Schedule H Schedule A and Filing Summary for Schedule H as well as the financial section on the Filing Summary for Form 5500-SF Filing Summary for Schedule H provides line-by-line entries (may also be referred to as the Filing Summary for Schedule 1). necessary to complete Schedule H, if required. Schedule H is completed for those plans having 100 or more participants 4.4.3 Filing Summary for Schedule A on the first day of the reporting year(an exception may be applicable for plans having between 80 and 120 participants •Filing Summary for Schedule A provides line-by-line entries on the first day of the reporting year-see Section 2.3). necessary to complete Schedule A, if required. Part II, For plans with less than 100 participants,Schedule I, or, if lines 4 and 5 of the report, include balance information eligible, Form 5500-SF(see Section 4.4.8 Filing Summary for for general account products, such as the TIAA Traditional Form 5500-SF on the next page) should be completed. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 31 4.4.7 Filing Summary for Schedule H, Line 4i •Filing Summary for Schedule H, Line 4i provides the of 5%of the current value of plan assets at the beginning of the reporting plan year. This information is not required line-by-line entries necessary to satisfy the attachment for transactions under an individual account plan that a requirement of Schedule H,Part IV, line 4i,if required. participant or beneficiary directs with respect to assets Schedule H is, as discussed above,generally completed for allocated to his or her account. those plans having 100 or more plan participants. 4.4.11 Filing Summary for Form 8955-SSA 4.4.8 Filing Summary for Schedule I (may also be Filing Summary for Form 8955-SSA provides a list of referred to as Filing Summary Form 5500 SF) participants who may need to be included on Form 8955- SSA. For purposes of the form, participants who terminated Filing Summary for Schedule I provides the line-by-line entries in the reporting period prior to the current reporting period, necessary to complete Form 5500-SF or Schedule I for a or for whom an earlier termination date was received in the small plan. Form 5500-SF is generally completed for those current reporting period,will be included as participants to plans having less than 100 plan participants and meeting be "Added." The report contains up to seven sections of other criteria (certain exceptions may apply-see Section 2.3 participants, based on data within the recordkeeping system. for more information). If these criteria are not met,Schedule I is required. For plans with 100 or more participants, Beneficiaries are not considered plan participants for Schedule H should generally be completed. purposes of Form 8955-SSA and should not be reported. Generally, participants will be listed on the current form 4.4.9 Participant Count Report as "Deleted" if they: Participant Count provides a detailed summary of participant counts for the reporting period. It includes a count of • Terminated in a prior year the participants at the beginning of the plan year,active • Were reported on a previous Form 8955-SSA participants, retired or separated participants receiving benefits or entitled to future benefits,deceased participants • Have received a full distribution of their account balances whose beneficiaries are entitled to future benefits, • This instructional guide is available to assist with using the participants with account balances at the end of the plan Filing Summary for Form 8955-SSA. year, and participants who have terminated employment within the plan year and have accrued benefits that are less than 100%vested. Beneficiaries are not included in the 4.5 Plan Sponsor Reports participant count but are included in the detail. In instances where participant status and date of termination conflict, Supplemental plan sponsor reports provide information to participant status is the determining factor for the line in assist the plan administrator in his or her administrative which the participant is included. See Section 2.4 for the duties. Supplemental plan sponsor reports include: definitions for the various types of participant. • Asset Allocation Statistics Note: The plan administrator should review and make • Payroll Summary Report adjustments as needed based on internal data. The plan • Missing Dates (Birth, Hire, Rehire, Termination) administrator may also provide additional information to TIAA-CREF for the applicable fields to be populated for future • Nearing Retirement Age reporting. Refer to Appendix G for additional information on ■ Distribution Tax Information Participant Count. In most cases, only those participants who have actually enrolled with TIAA-CREF are included on • Minimum Distribution Monitoring Report the Participant Count Report. • Small Cash Out Monitoring Report • 4.4.10 5500 Reportable Transactions Fund Usage and Diversification 5500 Reportable Transactions provides the line-by-line 4.5.1 Asset Allocation Statistics entries to satisfy the attachment requirement of Schedule H, Asset Allocation Statistics provides a breakdown of Part IV, line 4j, if required. This report provides information on reportable transactions (generally,a single transaction investment allocations identified by investment, number •or a series of transactions) involving amounts in excess of participants, participant age and location. It provides TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 32 • the plan administrator with the necessary information to 4.5.5 Distribution Tax Information monitor the diversification of participant investments to Distribution Tax Information Report provides a detailed target educational messages to employees. Information breakdown of withdrawals and distributions during the provided includes the percentage of total plan assets in reporting period as reported on Form 1099-R. It includes each investment option and the number of participants using demographic data, Form 1099-R distribution code,federal each investment option (within the plan as a whole, by age and state tax withholdings,employee contributions, Roth and by location). Detailed supporting data is provided in contributions, insurance premiums and the total taxable the .csv version of the report,enabling plan administrators amount.Annuity settlement options are not included in this to determine how participants are using the investments report because the plan distributes in cash and the cash is offered through the plan. used to purchase an immediate annuity contract. Distributions from the immediate annuity contract occur outside of the 4.5.2 Payroll Summary Report plan and are taxable to the annuitant at the time periodic Payroll Summary Report provides a summary of all payroll payments are made. Loans which defaulted in a prior period and were distributed in the current period are not included on deposits including contributions, participant loan repayments this report since the tax reporting occurred in the prior period. and payroll adjustments for the reporting period. The Payroll Summary Report assists plan administrators in monitoring payroll deductions processed during the plan year, including 4.5.6 Minimum Distribution Monitoring Report disability premiums and can be used to reconcile certain Minimum Distribution Monitoring Report provides summary payroll totals with contributions received. The Payroll information for participants who are within six months of Summary Report by source (e.g., Employee Pretax plus Payroll attaining age 701 or are approaching age 701h and have Adjustments Employee Pretax) is equal to the Contribution a vested account balance. It includes certain demographic Report by source. The Payroll Summary Report agrees with the data, current account balance and vested total account Contribution Report in total,except for the amounts removed balance for the reporting period. It provides the plan from the forfeiture account and rollover contributions. administrator with a summary of participants who are, or soon will be, required to begin taking minimum distributions. • Plan administrators may use this report to assist in 4.5.3 Missing Dates (Birth, Hire, Rehire,Termination) identifying when certain participants may be required to Missing Dates Report provides summary information for begin receiving minimum distributions. participants with missing or potentially incorrect dates(date of birth,date of hire,date of hire greater than or equal to 4.5.7 Small Cash Out Monitoring Report date of termination,date of rehire less than or equal to date of hire,date of hire greater than date of death, blank date of Small Cash Out Monitoring Report includes participants death and participant has a deceased status reason or blank with a terminated status and a vested account balance date of termination,and participant has a terminated status). greater than $0 but less than $1,000 at the end of the The Missing Dates Report identifies participants with missing reporting period. It includes certain demographic data as or conflicting date information that is necessary to provide well as the vested total account balance. It provides the plan accurate plan administration. This report may be used as an administrator with information necessary to involuntarily administrative tool to validate indicative data submitted to distribute small account balances of less than $1,000 to TIAA-CREF from the plan sponsor's payroll records. terminated participants, as permitted under the terms of the plan document or proprietary annuity contracts. 4.5.4 Nearing Retirement Age 4.5.8 Fund Usage and Diversification Nearing Retirement Age Report provides a listing of active participants who have less than one year until retirement Fund Usage and Diversification Report provides details age. This includes participants who have met the retirement concerning participant balances by fund. The report is age and are still active. Age 65 is used as a default in divided into four sections: (i) Balances and Counts by Fund and Contract, (ii) Fund Utilization by Age Group-All,Active instances in which TIAA-CREF does not have a record of and Terminated Participants,(iii) Fund Diversification by Age the plan's retirement age or the participant has passed Group and Status, and (iv) Number of Participants in a Single retirement age. The Nearing Retirement Age Report includes Investment by Fund. date of birth,age, number of months until retirement, *expeexpected retirement date and vested account balance. The Details for each section follows: cted provides the plan administrator with the necessary • Balances and Counts by Fund and Contract-Participant information to enable communications with participants Control contracts are the legacy contracts (RA, GRA, nearing retirement age. SRA,GSRA)which the participant owns or controls via TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 33 • certificate. The Plan Control contracts (RC and RCP)are information about this report is available in Appendix B: Fee owned and controlled by the investing plan. The total disclosure reports and disclosures. number of participants on the far right of the report is a distinct count at the plan level and not the sum of the 4.6.2 Investment Fee Et Expense Disclosure Participant and Plan Control numbers. Also,the total line at the bottom of the report is a distinct count by category Investment Fee & Expense Disclosure provides information and not a sum. about a plan's investments, including their expense ratios and related plan-services expenses, based on the average • Fund Utilization by Age Group- provides a breakdown by month-end fund balances for the reporting period. age group with three categories: all participants,active participants,and terminated participants. In addition,this report serves as the annual 408(b)(2) • Fund Diversification by Age Group and Status lists the notification that describes any changes to investment-related numbers of funds and numbers of participants, Status, information. Refer to Appendix B: Fee disclosure reports and Age,and Control (Plan or Participant) disclosures for more details about this report. • Number of Participants in a Single Investment by Fund 4.6.3 Direct Fees Paid from Plan Assets details participants with 100%of their account balances in a single investment. Direct Fees Paid from Plan Assets reports fees that were deducted directly from the plan including, but not limited to, 4.6 Fee Disclosure Reports withdrawal fees, self-directed brokerage fees, redemption fees, loan issuance fees, participant advisory service fees Every year,TIAA-CREF provides four fee disclosure reports and other service fees. A plan's fee structure and investment as part of the Plan Financial Reporting Package to help plan menu will dictate which fees are applicable. fiduciaries understand, evaluate and manage plan fees and comply with annual reporting requirements. The report is divided into two sections—Direct Fees Paid to TIAA-CREF and Bundled Service Providers, and Direct •The following reports provide information for satisfying fee Fees Paid to Other Service Providers, if applicable. More disclosure requirements. information about this report is available in Appendix B: Fee disclosure reports and disclosures. • Summary of Fees and Compensation for Your Plan • Investment Fee & Expense Disclosure 4.6.4 Service Provider Summary • Direct Fees Paid from Plan Assets Service Provider Summary provides details about the service providers receiving fees or compensation. This report • Service Provider Summary expands on the Summary of Fees and Compensation for Your Plan report by listing the individual service providers,their 4.6.1 Summary of Fees and Compensation for Your Plan Employee Identification Number(EIN) and address along with Summary of Fees and Compensation for Your Plan provides the amount and type of fee or compensation. This report is a summary of all the fees and compensation incurred by a useful in determining which, if any, service providers received plan and paid to TIAA-CREF, bundled service providers and compensation other than Eligible Indirect Compensation other service providers during the reporting period. The (EIC) and may need to be listed on Part I, line 2 of Schedule summary includes the amounts reflected in the Investment C,an attachment to Form 5500. Refer to Appendix B: Fee Fee & Expense Disclosure and Direct Fees Paid from Plan disclosure reports and disclosures for more details about Assets reports as well as other indirect compensation such this report. as float income,transactional fund earnings (TFE),TIAA Traditional net plan loan interest and other investment consulting fees. This report is divided into two sections—Total Plan Fees and Compensation Paid to TIAA-CREF and Bundled Service Providers,and Total Plan Fees and Compensation Paid to Other Service Providers Not Affiliated with TIAA-CREF. More III TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 34 -,,,,-' - - , \ , + e'{" $fir' s '� e$ � � LL Viz* "s � 'i: 0 , • 1 1 Section three Audit Guide • TIAA-CREF Plan Sponsor Reporting and Audit Guide 35 SC h a p t e r 5 As was the arrangement with JPMC,TIAA pays fees to Trust Company for custodian and trustee services provided. In accordance with 408(b)(2), plan sponsors have been Audit support services notified of the change in fee arrangements after the January 1,2015 transition. 5.1 New CREF multi-class structure 5.3 Auditor access to PlanFocus In December 2014,TIAA-CREF notified institutional plan Plan administrators may now provide their plan's auditors sponsors that effective April 24, 2015, each of the eight with secure limited access to a plan's financial reports CREF Accounts will be expanded to three classes of shares. on the TIAA-CREF PlanFocus website as well as certain Historically, CREF has offered a single class structure, on-demand reporting features. Properly authorized auditors meaning the same expense ratios have been available are able to view and download year-end reports and run across plans of all sizes. To better align our structure with reports directly from the secure PlanFocus website. We the costs of serving a wide range of clients and participants, recommend "enhanced" access be provided for plan including sponsors of ERISA defined contribution plans, auditors. Doing so will provide access to Online Reporting. TIAA-CREF is expanding each CREF Account from one class See Section 2.8. to three classes, designated as R1, R2 and R3. As a result, CREF Account expenses will change and each class will have The PlanFocus® Site User Management Guide provides different expense ratios. step-by-step instruction for adding a plan auditor as a user. For complete information, including supporting resources The primary authorizer will be asked to assign the level of to provide context for this change, refer to CREF Introduces access to the plan auditor, solely plan financial statements New Multi-Class Structure. This page explains in detail how or other plan and participant information, including the share class change impacts the plan sponsor and how it contributions,distributions, loans and the like. impacts expenses of plan participants. (For further information, please refer to Section 2.7.) •5.2 TIAA-CREF Trust Company, FSB as 5.4 Requests for additional information custodian/trustee We expect that most, if not all, of the information needed to meet the plan administrator's ERISA reporting and Effective January 1, 2015,TIAA-CREF Trust Company, FSB disclosure requirements will be available in this Guide and (Trust Company) has assumed the role of custodian/trustee on the secure Plan Focus website. To request additional plan for the non-annuity assets, including mutual funds,traded reporting information, contact the plan's assigned Client and held in retirement plans recordkept by TIAA. Under prior Service Consultant. If served by the Administrator Telephone arrangements,JPMorgan Chase Bank, N.A. (JPMC)was Center,contact a TIAA-CREF Institutional Consultant custodian and trustee for these assets. During 2014, JPMC at 888 842-7782. informed TIAA of its decision to resign from this capacity at year-end. Trust Company was chosen as successor after a due diligence review of several financial institutions. 5.5 Audit support services This transition was completely seamless to plan participants, TIAA-CREF provides audit support services to plan sponsors and did not impact their accounts or investment balances. and auditors. These services are available for both financial Participant quarterly statements include a footnote regarding and regulatory audits (IRS and DOL). These services may JPMC acting as custodian/trustee, changing to reflect Trust include general plan information or documentation for Company with Q1 2015 statements. Disbursement checks selected transactions. If for general plan information for a to participants are from a JPMC account and the checks financial audit,contact the plan's Client Service Consultant will continue to be drawn from the same account. Plan or, if served by the Administrator Telephone Center,a participants do not need to receive a participant TIAA-CREF Institutional Consultant at 888 842-7782. If 404a-5 notice from the plan sponsor concerning this for documentation for selected transactions in a financial change because it does not impact the fees they pay audit, refer to Section 5.5.1 on the following page. If for and the services provided to them. documentation related to a regulatory plan audit, refer to • Section 5.5.3 on the following page. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 36 o5.5.1 Documentation for selected transactions— to be NIGO. A new, properly completed request form will financial plan audits be required to be submitted. Priority processing will not be TIM-CREF provides transactional documentation to auditors afforded resubmissions. conducting a financial plan audit. The Audit Documentation Individual NIGO transactions will be identified as part of the Request Form is used to request the documentation. This delivered documentation package. Use of "all," "various" form should be completed in its entirety and in accordance or any similar term as a data element will not be accepted. with its instructions. Failure to follow the instructions may The data elements for each identified transaction should result in the request being returned for correction. compare favorably to the reporting package, including date, The transaction types described below are included amount, participant ID and participant name. Correction of in this service: NIGO transactions should be recorded on a new request form and re-submitted. Priority processing will not be ■ Distributions Documentation will include related forms afforded to resubmissions. and mode of payment(check copy or a capture of the payment screen for EFT payments)for distributions Documentation is delivered to the plan's secure Plan Focus occurring during the identified plan year. All required site and may be assessed via the Compliance tab under data elements must be provided. Amounts should not the Plan-Specific Reports sub-tab and is called Requested be rounded. Transaction Testing Documentation. • Contribution Allocations Documentation will include confirmation of participant-initiated transactions for 5.5.2 Regulatory audit support services requests occurring during the identified plan year. If IRS and the DOL continue to increase their regulatory the most recent participant-initiated request occurred oversight of retirement plans, including 403(b) and 457 prior to the identified plan year or as a result of default plans. This activity may take the form of a questionnaire, allocations, no documentation will be provided. All compliance check,correspondence audit or a field audit required data elements must be provided. where a representative of the IRS or DOL comes to the •■ Enrollments Documentation will be provided for paper office of the plan sponsor or plan administrator for a and web-initiated enrollments occurring during the scheduled appointment. identified plan year. Documentation will not be provided for participants entering the plan via passive means such 5.5.3 Documentation for regulatory plan audits as default or automatic enrollment. All required data The plan administrator or plan sponsor will be contacted elements must be provided. by the IRS or DOL if a plan is selected for an investigation, • Rollover Contributions into Plan/Internal Transfers examination or a compliance check. The initial contact may For rollovers into the plan occurring during the identified be by phone or by letter. Depending on the type of inquiry, plan year, documentation will include related forms and a request for information is typically made. The request participant confirmations. For fund-to-fund transfers generally relates to information to be provided either by occurring during the identified plan year,documentation return mail or in person if an on-site visit is scheduled. will include participant confirmations. For transfers out While TIAA-CREF stands ready to assist in compiling the occurring during the identified plan year,documentation requested information, certain items may not reside with will include related forms. TIAA-CREF. The initial Information Document Request would be forwarded to TIAA-CREF via the Regulatory Audit • Loans Documentation will include related loan forms. Inquiry Transmittal Form. This phrase may be referred to For subsequent period testing,TIAA-CREF provides custom as the "discovery" phrase wherein the regulatory agency reporting through Online Reporting. See Section 2.8. requests basic and extensive plan information. Items frequently requested includes, but are not limited to, plan TIAA-CREF's goal is to deliver audit documentation through document, plan amendments,annuity contracts, service the plan's secure website within 10 days of receiving an "in agreements,organizational charts,committee minutes, good order" (IGO) request. To be IGO,the form must contain policies and procedures, plan reports covering a specified the required information (plan name,TIAA-CREF plan number period,and Forms 5500 filed for a specified period. Available and plan year-end). If any of these elements are missing documentation will be provided via secure email or other or inconsistent,the form will be considered "not in good secured means of transmission. order" (NIGO). Additionally, if large amounts of required data •elements are missing or illegible for selected transactions, After the regulatory representative has reviewed documents the request will also be considered NIGO. The requestor will provided during the discovery phrase, documentation be notified in the event the entire request is determined for selected transaction may be requested. Identified TIAA-CREF Plan Sponsor Reporting and Audit Guide I 37 transactions should be entered on the Financial Plan Audit Chapter 6 • Documentation Request Form and submitted to TIAA-CREF as provided in the form's instructions. Failure to follow the instructions may delay fulfillment of the request. Statement on Standards for Attestation Deliverable of transactional documentation will be to Engagements No. 16 the plan's PlanFocus site under the Compliance tab, Plan Specific Reports, Requested Audit Documentation. 6.1 SSAE 16 reports, in general Documentation available from TIAA-CREF will be provided to the plan sponsor for ultimate delivery to the IRS or DOL. A significant portion of a plan's control environment may Client Service Consultants can assist plan sponsors in be outsourced to a service provider. In such a case, a determining the relevant documentation that is available Statement on Standards for Attestation Engagements No. 16 from TIAA-CREF. If you are served exclusively by the (SSAE 16) report can provide auditors an understanding of Administrator Telephone Center, call 888 842-7782, the service organization's controls to better enable auditors 8 a.m. to 8 p.m. (ET), Monday to Friday,to speak with an to assess the risks of material misstatement of a plan's Institutional Consultant. financial statements. This report may also be referred to as a SOC 1 report. The SSAE 16 report provides a basis for reliance on the effective operation of plan controls,which may reduce the nature,timing and extent of plan-level testing. Additionally, the SSAE 16 report provides an efficient means for a user to gain an understanding of relevant controls executed at the service organization. The SSAE 16 reports replace the Statement on Auditing • Standards No. 70 (SAS 70) reports,which were issued prior to June 30, 2011. The objectives of SSAE 16 are similar to those of SAS 70. However,there are some important differences, including management's assertion that controls were designed and operating effectively and the service auditor's opinion on the suitability of the design of controls related to the control objectives throughout the entire period, not just at period end as required by SAS 70. The American Institute of Certified Public Accountants (AICPA) website provides additional information. 6.2 TIAA's SSAE 16 reports TIAA's SSAE 16 reports cover institutional record keeping operations for defined contribution pension plans subject to ERISA(generally,qualified and ERISA 403(b) plans) requiring an auditor's opinion as part of their Form 5500 filing. Effective with the reporting period ended June 30, 2014,TIAA issued two SSAE 16 reports—one each for ERISA and non-ERISA defined contribution plans. The TIAA SSAE 16 reports include control objectives along with the detailed control activities that are designed to meet those control objectives. The reports are intended to provide reasonable assurance that control objectives are designed and operating effectively. The control objectives and control • activities are defined and written by TIAA and audited by PricewaterhouseCoopers LLP (PwC),TIAA's service auditor. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 38 *Every six months, PwC releases a SSAE 16 report for the 12 Here are a few SSAE 16 definitions: months ended June 30 and December 31. In October 2014, PwC issued unqualified SSAE 16 opinions for the 12-month • Service auditor—the firm auditing a service organization's periods ended June 30, 2014. The December 31, 2014,SSAE SSAE 16 report (PwC for TIM) 16 reports are scheduled to be released during April 2015. • Service organization —the organization providing These reports are available on a plan's PlanFocus website. services (TIAA) The TIAA SSAE 16 reports cover: • User auditor—the firm auditing the financial statements of the user organization (plan auditor) • New business and maintenance • User organization —the organization using the SSAE 16 • Enrollments report(the plan) • Contributions 6.3 JPMC's SSAE 16 reports • Participant account maintenance • Distributions If a defined contribution pension plan invested in non-annuity contract products, including the TIAA-CREF Funds,a family of • Investments—pricing,trading and dividends mutual funds,JPMC served as either the directed custodian • Plan reporting or trustee up to and including December 31, 2014. If a plan invests in non-annuity contract investments,JPMC's User Control Considerations for each operational area SSAE 16 report may be requested from the plan's Client which describes aspects of the user organizations' control Service Consultant. If a plan is served exclusively by the environment that may affect proper transactional processing. Administrator Telephone Center,call 888 842-7782, These User Control Considerations are detailed in 8 a.m. to 8 p.m. (ET), Monday to Friday to speak with Section III G. an Institutional Consultant. It is the responsibility of the plan administrator to assess the Ample time should be allowed for receipt of JPMC's interaction of the controls identified in the SSAE 16 report SSAE 16 report. JPMC may contact the plan sponsor to with an individual plan's internal controls. discuss the request and will forward the report directly to the plan sponsor. JPMC will not distribute its report directly Each SSAE 16 report is confidential and its use is limited to a plan auditor. to the management of TIAA-CREF, plan sponsors of ERISA and non-ERISA defined contribution pension plans and the independent auditors of such plan. Unauthorized use of the 6.4 TIAA-CREF Trust Company's SSAE 16 reports SSAE 16 reports, and their predecessor SAS 70 reports, in whole or inpart, is strictlyControls utilized by Trust Company will be included with prohibited. TIAA's SSAE 16 report effective with the June 30, 2015 reporting period. Control reports are not available for earlier reporting periods. • TIAA-CREF Plan Sponsor Reporting and Audit Guide I 39 *Chapter 7 • TIM Traditional Nonbenefit Responsive (RA and GRA) • TIAA Traditional Benefit Responsive (SRA and GSRA) Disclosure information related to • TIAA Traditional Nonbenefit Responsive NB2 (RC) TIAA and CREF annuities and loans • TIAA Tradtional Benefit Responsive BR2 (RCP) 7.1 TIAA Traditional Annuity, TIAA Stable Value For additional useful information related to the TIAA and TIAA Stable Return Annuity Traditional Annuity, please refer to the TIAA Traditional Annuity white paper. The TIAA Traditional Annuity,TIAA Stable Value and TIAA Stable Return Annuity are fixed-rate annuity contracts. 7.1.2 TIAA Stable Value Contributions buy a contractual or guaranteed amount of The contract provides a guaranteed minimum rate of interest future benefits for the investing participant. The contracts of between 1% and 3% (before deductions for contract fees) guarantee principal and a minimum interest rate and provide with the potential for crediting of additional interest above the opportunity for additional amounts in excess of the the guaranteed minimum if approved by the TIAA Board of guaranteed rate. With respect to the TIAA Traditional Annuity Trustees. Additional amounts of interest are not guaranteed. and TIM Stable Return Annuity,these additional amounts, TIM Stable Value is immediately liquid to a participant for when declared by the TIAA Board of Trustees, remain in effect withdrawals and transfers and does not have withdrawal for the "declaration year," which begins each March 1. With restrictions (except that immediate transfers cannot be respect to TIAA Stable Value,these additional amounts,when made to competing investment options pursuant to the declared by the TIAA Board of Trustees, remain in effect from contract's "equity wash" provisions). In addition,transfers January 1 through June 30 and from July 1 through December into TIAA Stable Value may not be made for 30 days 31. Additional amounts are not guaranteed. following a transfer out. TIAA Stable Value is a benefit-responsive contract. 7.1.1 TIAA Traditional Annuity The guaranteed annual interest rate is 3%for all premiums • 7.1.3 TIAA Stable Return Annuity remitted since 1979 under all accumulating contracts with The contract provides a guaranteed minimum rate of interest the exception of the Retirement Choice(RC)and Retirement of between 1%and 3% (before deductions for contract Choice Plus (RCP) contracts. For the RC and RCP contracts, fees)with the potential for crediting of additional interest the guaranteed rate is between 1%and 3%. The Retirement above the guaranteed minimum if approved by the TIAA Annuity(RA) contract does not allow lump-sum cash Board of Trustees. Additional amounts of interest are not withdrawals,and transfers must be spread over a period of 10 annual installments. With a Group Retirement Annuity guaranteed. TIAA Stable Return Annuity is immediately liquid to a participant for withdrawals and transfers and does not (GRA)contract, lump-sum withdrawals are available only within have withdrawal restrictions (except that immediate transfers 120 days after termination of employment and are subject cannot be made to competing investment options pursuant to a surrender charge. All other withdrawals and transfers to the contract's "equity wash" provisions). TIM Stable from the RA or GRA contracts must be spread over a period Return Annuity is a benefit-responsive contract. of 10 annual installments(or five annual installments for withdrawals after termination of employment). Participant withdrawals and transfers from the TIM Traditional Annuity 7.1.4 Reporting investments in the TIAA Traditional in RC contracts must be taken in 84 monthly installments, Annuity, TIAA Stable Value and TIAA Stable Return except that a lump-sum distribution is available, if permitted Annuity on the Form 5500 under the plan, in the 120-day period following termination of • If a plan is a large plan that files Schedule H (Financial employment,subject to a surrender charge. Information), investments in the TIAA Traditional Annuity, TIM Stable Value and TIAA Stable Return Annuity are The TIAA Traditional Annuity within the Supplemental reported in Part I, line lc(14) (Value of funds held Retirement Annuity(SRA),Group Supplemental Retirement in insurance company general account)and related Annuity (GSRA) and RCP contracts,as well as holdings investment activity is reported in Part II, line 2b(1)(F) reported in the Plan Loan Default Fund on the Statement (Other interest). See the Filing Summary For Schedule H of Changes to Net Assets, have no liquidity restrictions and/or the 5500 Reportable-Statement of Changes to •and are benefit responsive as contemplated by FASB ASC Net Assets. 962-325-35-5. The TIAA Traditional Annuity holdings within RA, GRA and RC contracts have liquidity restrictions and • If a plan is a small plan that files Schedule I (Financial are nonbenefit responsive. All year-end reports disclose Information-Small Plan), investments in the TIAA investments in TIAA Traditional Annuity in the Traditional Annuity,TIAA Stable Value and TIM Stable following categories: Return Annuity are reported in Part I, line la (Total plan TIAA-CREF Plan Sponsor Reporting and Audit Guide I 40 • assets) and related investment activity is reported on • If a plan is a small plan that files Schedule I (Financial line 2c (Other income). See the Filing Summary for Information —Small Plan), investments in the REA are Schedule I (also known as the Filing Summary for Form reported in Part I, line 1a (Total plan assets) and line 2c 5500-SF)or 5500 Reportable-Statement of Changes (Other income). See the See the Filing Summary for to Net Assets. Schedule I (also known as the Filing Summary for Form ■ If a plan is a small plan filing Form 5500-SF, investments 5500-SF) or 5500 Reportable-Statement of Changes to in the TIAA Traditional Annuity,TIM Stable Value and Net Assets. TIM Stable Return Annuity are reported in Part III, • If a plan is a small plan filing Form 5500-SF, investments line 7a (Total plan assets) and the related activity is in the REA are reported in Part III, line 7a (Total plan reported on line 8b (Other income). See the Filing assets) and the related investment activity is reported Summary for Schedule I (also known as the Filing on line 8c (Other income). See the Filing Summary for Summary for Form 5500-SF)or 5500 Reportable- Schedule I (also known as the Filing Summary for Form Statement of Changes to Net Assets. 5500-SF)or 5500 Reportable-Statement of Changes If a plan files Form 5500 with either Schedule H or I and has to Net Assets. investments in TIAA Traditional Annuity,TIAA Stable Value • Both large and small plans with investments in the or TIM Stable Return Annuity,the value of these contracts REA must also file Schedule D (DFE/Participating Plan should be disclosed on Schedule A. Investments in these Information), Part I. However, small plans filing a Form contracts would be included in Part II, line 4 (Current value 5500-SF are exempt from this requirement. See Filing of plan's interest under this contract in the general account Summary for Schedule D for more information. at year end). Additionally, line 7 (Contracts with Unallocated Funds) should be completed. Use of the Filing Summary for If a plan files Form 5500 with either Schedule H or I and has Schedule A, a report in the year-end reporting package, investments in TIAA REA, the value of the investment must is recommended. be disclosed on Schedule A. Investments in the REA would be included in Part II, line 5 (Current value of plan's interest under this contract in separate accounts at year end). Use •7.2 TIAA Real Estate Account of the Filing Summary for Schedule A, a report in the year- The TIAA Real Estate Account(REA) is a separate account end reporting package, is recommended. of TIAA, an insurance company, and is registered with the SEC under the Securities Act of 1933 and the Securities 7.3 CREF Accounts and TIAA Access Annuity Exchange Act of 1934. It is also a variable annuity. To the extent that assets of a plan subject to ERISA are allocated College Retirement Equities Fund (CREF) and TIAA Access to the REA,TIAA will be acting as an "investment manager" Annuity(TIAA Access) are SEC registrants under the as that term is defined in section 3(38) of ERISA and will be Investment Company Act of 1940 as open-end diversified a fiduciary under ERISA with respect to such assets. management investment companies. They are also variable annuities. 7.2.1 Reporting investments in the REA on the Form 5500 7.3.1 Reporting investments in the CREF Accounts and TIAA Access on the Form 5500 For purposes of Form 5500,the REA is a pooled separate account. Plans investing in the REA at any time during the For purposes of Form 5500, investments in the CREF plan year must comply with the reporting instructions for Accounts and TIAA Access are considered interests in plans investing in a direct filing entity (DFE). TIM will,on registered investment companies. Specifically: behalf of the REA,file a Form 5500 with DOL. Doing so will provide an investing plan with limited reporting relief in ' If a plan is a large plan that files Schedule H (Financial preparing its own Form 5500. Specifically: Information), investments in the CREF Accounts and TIAA Access are reported in Part I, line 1c(13) (Value ■ If a plan is a large plan that files Schedule H (Financial of interest in registered investment companies) and Information), investments in the REA are reported in related investment activity is reported in Part II, line Part I, line 1c(10) (Value of interest in pooled separate 2b(10) (Net investment gain (loss)from registered accounts) and related investment activity is reported investment companies). • in Part II, line 2b(7) (Net investment gain (loss)from • If a plan is a small plan that files Schedule I (Financial pooled separate accounts). See the Filing Summary Information—Small Plan), investments in the CREF For Schedule H or the 5500 Reportable-Statement of Accounts and TIM Access are reported in Part I, line Changes to Net Assets. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 41 • la (Total plan assets) and related investment activity is markets, inputs other than quoted prices that are directly reported on line 2c (Other income). observable and inputs derived from observable market • If a plan is a small plan filing Form 5500-SF, investments data by correlation or other means in the CREF Accounts and TIAA Access are reported Level 3: unobservable inputs for a reporting entity's own in Part III, line 7a (Total plan assets) and the related assumptions with respect to the assumptions market investment activity is reported on line 8b (Other Income). participants would use, other entity-specific inputs that • If a plan files Form 5500 with either Schedule H or I and are not derived from market data, and unobservable has investments in CREF Accounts or TIAA Access,the inputs that are developed based on the best information value of the investment must be disclosed on Schedule available in the circumstances A. Investments in the CREF Accounts and TIAA Access It is the plan sponsor's responsibility to determine the fair would be included in Part II, line 5 (Current value of plan's value of the plan's assets as required by ASC 820. To assist interest under this contract in separate accounts at year in determining the fair value of the TIAA's fixed-rate investment end). Use of the Filing Summary for Schedule A,a report products, please consult our white paper,which outlines a in the year-end reporting package, is recommended. methodology to be used to support conclusions that contract value approximates fair value for the TIAA Traditional Annuity, 7.4 Plan asset valuation TIM Stable Value and TIM Stable Return Annuity. Additionally, our ASC 820 document sets out each investment product's 7.4.1 Frequency with which TIAA-CREF values valuation methodology and suggested input level. plan assets Most plan assets that TIAA-CREF recordkeeps are valued 7.5 Participant loans vs. plan loans daily. The daily value is applied to daily purchase and sale Under ERISA, a plan is generally prohibited from lending transactions. Additionally,the unit value is used to value money or extending credit to "parties in interest," a term plan investments on the last day of the reporting period. that generally includes plan participants. However, if a plan Interest on the TIAA Traditional Annuity,TIAA Stable Value meets certain conditions, it may fall under an exemption •and TIAA Stable Return Annuity is calculated daily. TIAA that allows it to permit loans to participants. One of the Traditional Annuity,TIAA Stable Value and TIAA Stable required conditions to be exempt is adequate security for Return Annuity are reported at contract value. the loan being granted. 7.4.2 ASC 820 — Fair value measurement Participant loans are reported in the Loan Fund and shown The ASC 820-defined value is market-based and focuses on in the Schedule of Assets Held, with related income and the price that would be received to sell the asset or paid to activity reported in the Statement of Changes to Net Assets. transfer the liability (an exit price), not the price that would The interest rate for participant loans is fixed at the time of be paid to acquire the asset or received to assume the issuance and determined by the terms of the plan document liability(an entry price). Footnote disclosures are required (e.g., prime rate plus 1%). The repayments for participant and include: loans are reinvested based on the participant's investment elections in place at the time of repayment. 1. Fair value measurements at the reporting date for each major category of assets or liabilities "Participant loans" are issued directly from the participant's account, unlike "plan loans" that are issued directly from 2. Position within the fair value hierarchy that each funds owned by TIM. measurement falls A "plan loan" is a type of participant loan and called such 3. Valuation techniques used to measure fair value and a to distinguish it from a "participant loan." For plan loans, a discussion of changes in valuation techniques, if any portion of the participant's account is reserved, or held in collateral,to cover 110%of the outstanding loan balance in 4. Reconciliation of beginning and ending balances for case of default. The collateral is held in the TIAA Traditional Levels 2 and 3 measurements; ASC 820 implements a Annuity as either part of a GSRA contract or as a separate three-tier hierarchy for the measurement of fair value and Retirement Loan contract. is intended to apply to all entities, including employee benefit plans: The loan interest rate for these plan loans may be fixed or S variable and the initial rate is determined by the terms of Level 1: quoted prices for identical assets or liabilities in the controlling contract, as are the rate adjustment details active markets and frequency. For loans that have collateral held in a GSRA Level 2: observable inputs for similar assets or liabilities contract, principal repayments increase the amount of TIAA in active markets, identical or similar assets in inactive Traditional Annuity funds available for the participant's use. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 42 tFor Retirement Loan contracts, •principal repayments are ■ There are no pledges, liens or other security interest ransferred to the CREF Money Market investment option against plan investments,with the exception of plan in the participant's RA or GRA contract. For all plan loans, loans or participant loans, as permitted under the terms interest is paid directly to TIAA. of the plan. Both types of loans meet the requirements from ERISA's • There are no obligations in default, other than plan loans prohibited transaction rules pursuant to the statutory or participant loans, if any. exemption for loans under ERISA section 408(b)(1). • Plan records are recorded on the trade date basis. Additionally, plan loans are specifically permitted by section 4975(d)(1) of the Internal Revenue Code. • There are no securities in transit. • There are no securities-lending activities. 7.6 Plan confirmation information • The 5% Reportable Transaction report is not applicable Auditors frequently request that TIAA-CREF confirm or affirm and,therefore, is not provided. certain plan information. To this end,TIAA-CREF offers the • Purchases and sales for all investments are identified information listed below concerning ERISA defined contribution in one or more of the following reports: Statement of plans maintained on the TIAA recordkeeping platform: Changes to Net Assets,Transaction History by Date Report • The Schedule of Assets Held for Investment posted to the and Transaction History by Fund Report. secure PlanFocuswebsite is complete and accurate. • Gains and losses on investments are calculated on the • All non-annuity investments are maintained moving average cost basis. in a custodial account or trust account with • All fixed-rate annuity contracts are valued at contract JPMorgan Chase, N.A. (JPMC) up to and including value and all other investments are priced at fair value in December 31, 2014, and TIAA-CREF Trust Company, FSB a process described in our SSAE 16 report. beginning on January 1, 2015, including self-directed brokerage accounts (SDBA)with TIAA-CREF Brokerage • Services (Services) as the introducing broker. However, with respect to such SDBAs,the assets are held in an account with Services' clearing broker, Pershing LLC. JPMC has no responsibility for the assets in the SDBA, including but not limited to the acts or omissions of Services or Pershing LLC and any failure of Services to follow investment restrictions imposed by the employer under the terms of its plan. • TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 43 0 Y '`s: u° "Z.k w, t { kti t ,44,,,1,,,ra.:::,4 7,:x 4,,,,,,.i,,,3. 0 : w ` \ N._ ;, t 41 404'4**'-* ' \ Frequently Asked Questions 0 TIAA-CREF Plan Sponsor Reporting and Audit Guide I 44 .Financial statements 17.How is a plan's investment in the TIAA Real Estate 1. Is an ERISA retirement plan required to prepare financial Account(REA) reported for purposes of the Form 5500 statements and have the financial statements audited? and the plan's financial statements? 2. Whose responsibility is it to prepare the plan's 18.How is a plan's investment in the CREF Accounts and financial statements? TIAA Access Annuity reported for purposes of the Form 5500 and the plan's financial statements? 3. Is there a prescribed format for the financial statements? 19.When are the Form 5500 and Form 8955-SSA required to 4. For which plans is an audit of the financial be submitted? statements required? 20.Is an extension of time to file Form 5500 and/or Form 5. Generally accepted accounting principles (GAAP) 8955-SSA available? require enhanced disclosure for investments in 21.Is there a continuing requirement to file Form 5500 or benefit-responsive contracts. Does TIAA-GREE provide Form 8955 SSA for a terminated or frozen plan? the data to support this disclosure? 6. What resources are available for subsequent 22.What is a short plan year and why is a proper period testing? determination important? 23.Will TIAA-CREF prepare Form 5500 or Form 8955-SSA? 7. Why is audit quality important? 8. What's the difference between a limited scope audit and 24.What information does TIAA GREE provide for preparing a full scope audit? Form 8955-SSA? 9. Does TIAA-CREF certi 25.Are breakdowns of the interest and dividends credited to fy plan investments for purposes each TIAA and CREF variable annuity account provided? of the limited scope audit provisions of Department of • Labor regulations (section 2520.103-8)? 26.What types of transactions are included in Other 10.Does the certification cover participant and plan loans? Receipts and Other Deductions on the Statement of Changes to Net Assets? 11.Is ASC 820 a consideration in the preparation of a plan's 27.Do the CREF Accounts hold the plan's investment assets financial statements? and execute investment transactions on behalf of the 12.What are the available options if an audit is not finalized investing plan? prior to the original due date or, if an extension was filed, the extended due date? 28.Is a breakdown of the plan administrative expenses charged against the assets of the CREF 13.When should employee contributions be remitted to a Accounts,the TIAA Real Estate Account and TIM plan's service provider? Access necessary? 14.What prohibited transactions result from an employer 29.How are CREF Accounts,the TIAA Real Estate Account being delinquent in forwarding employee contributions to and TIAA Access valued? the plan? 30.Does TIAA-CREF issue a certification for purposes of the limited scope audit permitted under Department Form 5500 and Form 8955-55A of Labor regulations 2520.103-8?What's covered by the certification? 15.How are separated participants counted?Who must be considered as plan participants and should Form 31.Based on the requirements to file Form 5500,a 403(b) 8955-SSA be filed with the Internal Revenue Service? plan may have been required to file in previous reporting years but has not done so. What action should be taken 16.How is a plan's investment in the TIAA Traditional Annuity, now to address this situation? TIAA Stable Value and TIAA Stable Return Annuity contracts reported for purposes of the Form 5500 and 32.What are ERISA's bonding requirements? • the plan's financial statements? 33.What are the Schedule R filing requirements? TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 45 *Plan loans 53.Who is responsible for general governance and oversight of an ERISA plan? 34.What is the difference between plan loans and participant loans? Plan terminations and plan mergers 35.How are defaulted plan loans treated in the loan reports? 54.If a vendor is discontinued by a 403(b) plan, is this 36.When are defaults on plan loans reported considered a plan termination? as distributions? 55.If a plan sponsor maintains separate 403(b) plans- 37.How is the collateral associated with nondistributable one for employer contributions (DC plan) and the other defaulted plan loans reflected in the reporting package? for employee contributions (TDA plan)—and each has historically filed a Form 5500, can these plans be 38.How is accrued interest on defaulted loans reported? combined and how is such a combination effected? 39.Is tax reporting required for defaulted loans? 56.Can a plan sponsor terminate its ERISA 403(b) plan? Fee disclosures Financial statements 40.When there is a plan-related change,does the plan 1. Is an ERISA retirement plan required to prepare financial sponsor need to provide participants with a new, updated statements and have the financial statements audited? annual 404a-5 notice? It is important to view the plan as a reporting entity 41.Does TIAA-CREF provide annual 408(b)(2) plan separate and distinct from its plan sponsor. The plan is sponsor disclosures? the entity that holds plan assets to fund the retirement benefits described in the plan document. Various 42.Where can I locate Service & Fee Disclosure vehicles, such as annuity contracts, custodial accounts 0 Change Notices? and trusts, may fund the plan. In general,all retirement plans subject to Title I of ERISA General (qualified plans such as 401(a) and 401(k) plans and 43.What is an in-service distribution? ERISA 403(b) plans) are required to prepare financial statements in conformity with GAAP. The financial 44.What assistance is available in the event the IRS or statements are audited by an independent qualified DOL conducts an investigation or examination of a plan public account(IQPA) in accordance with generally recordkept by TIAA-CREF? accepted auditing standards. Small plans (generally, those with less than 100 participants on the first day of 45.What is the Revenue Credit Account Report? the plan year) may be eligible for an audit waiver. (See www.dol.gov/ebsa for additional information on the small 46.What are revenue credits? plan audit waiver.) 47.Does TIAA-CREF use the accrual basis of accounting with Reportable assets represent all assets associated with regard to interest, income and dividends? the plan. Historically, ERISA 403(b) plans may have been 48.Can TIAA-CREF provide reconciliations between the considered an arrangement between a vendor and an custodial system and the recordkeeping system? individual participant. Regulatory guidance from both IRS and DOL has clarified that these arrangements are now 49.What is TIAA-CREF's cut-off date for including considered part of a formalized plan subject to ERISA. transactions for the reporting year? Accordingly, associated assets are "plan assets" subject to a written plan document meeting the requirement of 50.Is there a recordkeeping agreement between each plan the Internal Revenue Code (IRC) and the reporting and and TIAA-CREF? disclosure requirements of ERISA. The required elements of the financial statements Governance and internal controls consist of the Statements of Net Assets Available for •51.Does TIAA-CREF provide plan administrators with an Benefits,the Statement of Changes in Net Assets SSAE 16 report? Available for Benefits,the footnotes and supplemental schedule(s). At a minimum,one supplemental 52.What is meant by a "controls environment" and why schedule—Schedule of Assets (Held at End of Year)— should a plan have one? is required. Others may be required if certain types of TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 46 • transactions occurred during the plan year covered by the Large plans (generally,those with 100 or more total financial statements. The IQPA's opinion will extend to all participants on the first day of the plan year) are required components of the financial statements. to be audited. The plan's reportable activity includes all plan-level 5. GAAP requires enhanced disclosure for investments in activity for the reporting period such as: contributions benefit-responsive contracts. Does TIAA-CREF provide the (employer, employee, before-tax, after-tax, rollovers,etc.); data to support this disclosure? distributions (lump-sum payments, installment payments, A benefit-responsive investment contract is one issued annuity payments, rollovers,etc.); and investment to a defined contribution plan that provides book value activity(transfers between permitted investment options, protection for all participant-initiated transfers and interest,dividends,gains and losses,etc.). The year-end withdrawals,subject to plan rules. Accounting Standards reports provided by TIAA-CREF and any other vendors Codification (ASC) 962-325-50-3 requires certain can be combined to begin the preparation of the plan's disclosures for benefit-responsive contracts. One of the financial statements. If the plan has multiple vendors, disclosure elements relates to the average yield earned the transfers between vendors must be eliminated to by the plan. A simple average yield can be calculated by arrive at consolidated financial statements. dividing the annualized earnings of all benefit-responsive The plan's Statements of Net Assets Available for contracts by the fair value of all benefit responsive Benefits (the balance sheets)will include plan assets contracts. While various methods of calculating the reported by all plan vendors. ERISA requires that the average yield may exist,the simplest method would be Statement of Net Assets Available for Benefits be to divide the TIAA Traditional Annuity benefit responsive provided in a comparative format (the prior reporting contracts' Investment Income by a simple average of a period and current reporting period). The Statement plan's investment in TIM Traditional Annuity of Changes in Net Assets Available for Benefits is benefit responsive contracts(i.e.,the sum of the not required to be provided in a comparative format. beginning of the period balance and the end of the period balance,divided by two). This approach can also be used •2. Whose responsibility is it to prepare the plan's for TIAA Stable Value and TIAA Stable Return Annuity. financial statements? This information,as well as the Investment Income, is It is the plan administrator's responsibility to prepare the reported in the Statement of Changes to Net Assets. plan's financial statements,which should be prepared in Historical interest rates by vintage for TIAA Traditional conformity with GAAP The plan sponsor may outsource Annuity for each contract type and for TIAA Stable Return the preparation of the financial statements. However, Annuity are available on tiaa-cref.org. Historical interest it's also necessary for the plan sponsor to understand rates for TIAA Stable Value are available in the Plan the preparation process to satisfy certain audit risk Investment Menu of the secure PlanFocus website. The assessment standards. Acceptable formats for the rates shown are inclusive of both the guaranteed rate financial statements are provided in the American and the discretionary rate. Institute of Certified Public Accountant's Employee Benefit Plans Audit&Accounting Guide (the "Audit 6. What resources are available for subsequent Guide"). The Audit Guide is available for purchase from period testing? the American Institute of Certified Public Accountants TIAA-CREF provides custom reporting capabilities to (www.aicpa.org). authorized individuals, including plan auditors with 3. Is there a prescribed format for the financial statements? "enhanced" access. See Section 2.8. There is no prescribed format for the Statements of 7. Why is audit quality important? Net Assets Available for Benefits and the Statement of Audit quality is important because of the potential of Changes in Net Assets Available for Benefits. The format a civil penalty of up to $50,000 being assessed by shown in Appendix E is one of several provided in the DOL for an audit that it rejects as being deficient. The AICPA's Audit Guide. assessment is made against the plan administrator, not 4. For which plans is an audit of the financial the plan auditor. statements required? 8. What's the difference between a limited scope audit and • All funded ERISA plans are subject to audit. Small a full scope audit? plans (generally,those with less than 100 participants In a limited scope audit,the plan administrator on the first day of the plan year) may be eligible for an may instruct the IQPA not to perform any audit work audit waiver. (See Section 2.4 or www.dol.gov/ebsa for with respect to investment information certified additional information on the small plan audit waiver.) by a bank or similar institution or by an insurance TIAA-CREF Plan Sponsor Reporting and Audit Guide I 47 • carrier that is regulated,• supervised and subject to is to consult with the plan's ERISA counsel to develop periodic examination by a state or federal agency. The a compliance strategy. A consideration for 403(b) plans certification must extend to both the accuracy and will be the determination of the application of ERISA. completeness of the investment information. Only retirement plans subject to ERISA are required to file Form 5500 and, if a large plan,attach an opinion If this certification is not available,a full scope audit of an IQPA. However, if a plan is subject to ERISA and must be conducted and will be inclusive of investment has not filed a Form 5500 with an opinion of an IQPA, information. TIAA-CREF will certify for TIAA and CREF if required,the plan administrator may be subject to civil investment products and on behalf of JPMorgan Chase penalties for failing to file Form 5500. Bank, N.A. (JPMC) and/or TIAA-CREF Trust Company, FSB (Trust Company) as either the directed custodian or To promote compliance with ERISA's annual reporting directed trustee for other investment products recordkept requirements,the DOL sponsors the Delinquent Filer by TIAA-CREF. Voluntary Compliance Program (DFVCP)to encourage voluntary compliance through the reduction of civil 9. Does TIAA-CREF certify plan investments for purposes of penalties. Penalties imposed by the DOL for plan the limited scope audit provisions of Department of Labor administrators using the DFVCP are reduced and the regulations(section 2520.103-8)? amount is dependent upon several factors. However,the TIAA-CREF will certify for TIAA and CREF investment penalty is limited to $1,500 for a small plan and $4,000 products and on behalf of JPMC and/or Trust Company for a large plan for all delinquent filings of the same as either the directed custodian or directed trustee for plan,assuming all delinquent filings are included in the investment products recordkept by TIAA-CREF. same DFVCP submission. See the DOL Fact Sheet on the DFVCP for more details. 10.Does the certification cover participant and plan loans? Participant loans are aggregated and appear in the 13.When should employee contributions be remitted to the Schedule of Assets Held for Investment as the Participant plan's service provider? Loan Fund. Loan payments are made to the plan,and Large plans: The applicable DOL regulation requires ID income on participant loans appears in the Statement employers of all sizes to transmit employee of Changes to Net Assets. Both the Schedule of Assets - contributions as soon as they can be segregated from Held for Investment and the Statement of Changes to Net the general assets of the employer(the general rule), Assets are covered by the certification. but in no case later than the 15th business day of the month immediately following the month in which Since plan loans are not assets of the plan and are not the contribution is either withheld or received by the included in the Schedule of Assets Held for Investment employer. The 15th business day of the month following and the Statement of Changes to Net Assets,they are the month in which employee contributions are withheld not covered by the certification provided. However,the should not be considered a safe harbor for large plans. collateral for the plan loans is held in the borrowing Once-a-month remittances are appropriate if the only participants' TIAA Traditional Annuity balances which payroll cycle frequency is monthly. are covered by the certification. See Section 7.5 for additional information on the difference between plan If,as part of the plan's annual audit,the plan's IQPA loans and participant loans. determines that employee contributions have not been remitted within the appropriate time frame,the plan 11.Is ASC 820 a consideration in the preparation of a plan's administrator may be asked to prepare a supplemental financial statements? schedule for inclusion in the plan's financial statements Financial statements prepared in accordance with GAAP disclosing such late remittances. This supplemental will present investments at fair value as defined in schedule will be covered by the audit opinion. ASC 820. TIAA-CREF will report investment information Small plans: The DOL issued a final regulation in at fair value,with the exception of investments in the January 2010, providing for a seven-business-day safe TIAA Traditional Annuity, TIAA Stable Value and the TIAA harbor period. Small plans now have an optional safe Stable Return Annuity, based on processes described harbor period in which they can meet the general rule. in the SSAE 16 report. The investments are reported at If employee contributions are remitted on or before contract value. the safe harbor date,the general rule is deemed to •12.What are the available options if an audit is not finalized have been met. Small plans don't have to determine prior to the original due date or,if an extension was filed, the earliest date on which employee contributions can the extended due date? reasonably be segregated if employee contributions are remitted within the safe harbor period. Under those circumstances,the first course of action TIAA-CREF Plan Sponsor Reporting and Audit Guide I 48 • Late remittances may need to be disclosed on line 4a as the basis to assert that an implied understanding of Schedule H or I of Form 5500 or line 10a of Form existed to extend credit between the fiduciary and 5500-SF for the year in which the contributions were the employer." delinquent and carried over and reported again for each subsequent year until the year after the violation has Form 5500 and Form 8955-55A been fully corrected. Correction includes payment of the late contributions and reimbursement of the plan for lost 15.How are separated participants counted?Who must be earnings or profits. considered as plan participants and should Form An employer holding these assets after the date that 8955-SSA be filed with the Internal Revenue Service? participant contributions become plan assets may There is no specific guidance from the DOL on these have engaged in a prohibited use of plan assets. If this issues; plan administrators must decide on their own situation exists, IRS Form 5330, Return of Excise Taxes how to treat participants who have separated from Related to Employee Benefit Plans,may be required to pay service. Generally,the determination is clear-cut. If any applicable excise tax on the transaction(s). For more the reporting plan continues to hold assets to fund information,see DOL's Frequently Asked Questions About the benefits to be paid to a separated participant,the Reporting Delinquent Contributions on the Form 5500. participant should be considered a plan participant for purposes of Form 5500. However, in the case of 14.What prohibited transactions result from an employer separated participants invested exclusively in individually being delinquent in forwarding employee contributions to controlled TIAA and/or CREF annuity contracts,the the plan? question of whom to include in a plan filing becomes Included below is an excerpt from the DOL's Frequently a little more complicated. Asked Questions About Reporting Delinquent Under the TIAA and CREF contracts, many rights are Participant Contributions: vested with the individual participant. Unlike plans "With respect to the prohibited transaction provisions that are funded through a trust or custodial accounts, • of ERISA section 406,the employer of employees individual participants in plans funded with TIAA and covered by the plan is a party in interest with respect CREF annuity contracts already own their own annuity to the plan under ERISA section 3(14)(C). The failure contracts,with certain exceptions. This is generally to segregate and forward participant contributions to true even for participants covered under group annuity a plan from the general assets of the employer in the contracts, as the participants own their own individual certificates time frames prescribed by 29 CFR § 2510.3-102 would under these contracts. However,account result in a prohibited use of plan assets in violation of balances in the RC, RCP Stable Return Annuity and section 406(a)(1)(D)of ERISA. Similarly,because an Stable Value contracts as well as under mutual funds employer who retains plan assets commingled with its and other investments held under a group custodial or general assets would be a fiduciary with respect to those group trust cannot be handled in this manner because assets pursuant to ERISA section 3(21)(A)(i),any actions they are controlled by the plan. taken by the employer with respect to the participant After a participant separates from service,the plan contributions that become plan assets,other than the sponsor generally has no obligation to make further actual contribution of such assets to the employee contributions and will not control when the participant benefit plan's trust or the actual payment of welfare receives distributions except in limited circumstances benefits for employees,would be a violation of ERISA permitted by the plan document. Where, however,the section 406(b)(1)and (2). separated participant exercises his or her own rights Although the failure to forward participant contributions under the terms of the TIAA or CREF annuity contracts, in a timely fashion would not, in itself,constitute an and has no other accounts under the plan that he or extension of credit between the plan and the employer she does not control,the separated participant is in the in violation of section 406(a)(1)(B),depending on same situation as if he or she had received an in-kind the particular facts and circumstances,a separate distribution of an annuity contract from a trusteed arrangement, agreement or understanding to extend pension plan. Since this is the case,a number of credit to pay the delinquent amounts to the plan could employers take the position that a separated participant who owns only individually controlled annuities is no occur that would give rise to a violation of section 406(a) longer a plan participant. Since there is no guidance fib (1)(B). Such arrangement,agreement or understanding from the DOL that is contrary on this point,TIAA-CREF could be express or implied. For example,a fiduciary's consistent failure to exercise diligence in its collection believes that excluding separated participants is efforts regarding participant contributions may serve an acceptable approach. Note, however,that if the TIAA-CREF Plan Sponsor Reporting and Audit Guide I 49 • separated participant has account balances in mutual For ERISA 4O3(b) plans only: or other funds under a trust or custodial account or investments in the TIAA RC or RCP contract, Stable On July 20, 2009,the DOL issued Field Assistance Return Annuity,or Stable Value contracts,the plan Bulletin (FAB) 2009-02 and subsequently supplemented sponsor cannot take this position and must treat the it with FAB 2010-01. The FABs provide that for Form separated participant as a plan participant. 5500 reporting, 4O3(b) plans subject to ERISA need not treat annuity contracts and custodial accounts as The instructions to the 2014 Form 5500 indicate that part of the plan, provided: the "other retired or separated participants entitled to future benefits" category does not include any • The contract or account was issued to a current or individual to whom an insurance company has made an former employee before January 1, 2009. irrevocable commitment to pay all the benefits to which the individual is entitled under the plan. This method of • The employer ceased to have any obligation to counting participants may not be appropriate under GAAP make contributions (including employee salary for the preparation of a plan's financial statements. The reduction contributions) and in fact ceased making IQPA can provide additional assistance in assessing contributions to the contract or account before January 1, 2009. GAAP's applicability. The alternative approach is to treat terminated • All of the rights and benefits under the contract or participants as plan participants until conversion to an account are legally enforceable against the insurer or immediate annuity. This approach is equally acceptable. custodian by the individual owner of the contract or So long as a separated participant continues to have account without any involvement of the employer. funds in an annuity contract(s),the participant would • The individual owner of the contract or account is be considered a plan participant. Only his or her fully vested in the contract or account. employment status has changed; plan benefits remain unchanged. Participants who are excluded under FAB 2009-02 • may continue to be excluded from the Form 5500 or While either approach for handling separated Form 5500-SF in subsequent years unless an excluded participants may be adopted by a plan administrator, contract or custodial account is exchanged for a contract all separated participants must be treated consistently. available under the employer's 4O3(b) plan. The new After a participant has taken a full distribution of his or contract or custodial account should be reported in the her account balance, including conversion, in whole or financial information on Form 5500 or Form 5500-SF in part,to an immediate annuity,the participant is no and the associated participant counted for purposes of longer considered a plan participant. If a participant the participant counts. For purposes of a plan's financial annuitizes any part of his or her account balance,the statements,treatment of an exchange transaction will annuitization is accounted for as an annuity settlement be dependent upon the reporting methodology originally option, a type of plan distribution. used for the contract or account being exchanged. If separated participants are treated as participants for TIAA-CREF cannot and does not offer accounting or legal purposes of the Form 5500: advice.We recommend that the plan consult with its own • Their account balances in the TIM Traditional Annuity, auditor and legal counsel concerning the application of TIM Stable Value, TIAA Stable Return Annuity, CREF and relief granted by the DOL under FAB 2009-02 Accounts, TIM Real Estate Account, TIAA Access and any and FAB 2010-01. other custodial or trusteed investment options should be reported as assets of the plan; and 16.How is a plan's investment in the TIAA Traditional Annuity, TIM Stable Value and TIAA Stable Return Annuity • Form 8955 SSA should be completed and filed with the contracts reported for purposes of the Form 5500 and the Internal Revenue Service to report separated participants plan's financial statements? with deferred vested benefits. See Section 2.3.7 for additional information. TIAA is an insurance company and offers various types In addition to treating all separated participants of contracts for investment by retirement plans subject equitably, a consistent approach should be taken from to ERISA. The TIAA Traditional Annuity and TIAA Stable • year to year. If a change in reporting methodology Return Annuity contracts are considered General Account is made, documentation of such change should be contracts because the returns and guarantees under maintained in the plan's permanent records as well as the contracts are backed by TIAA's General Account, an included as an explanatory statement to be associated account that holds many of TIAA's general investments with the Form 8955 SSA in the year of change. (as distinguished from investments held in specific- TIAA-CREF Plan Sponsor Reporting and Audit Guide I 50 0purpose accounts, known as separate accounts). 18.How is a plan's investment in the CREF Accounts and TIM TIAA Stable Value is also a fixed-annuity contract and Access Annuity reported for purposes of the Form 5500 is similar to TIAA Traditional Annuity and TIAA Stable and the plan's financial statements? Return Annuity contracts and should be reported as CREF and TIAA Access Annuity(TIAA Access) are an Insurance Company General Account investment registered investment companies. Additionally, CREF is for purposes of Form 5500. Although reported as an an insurance company. Investments in any of the CREF Insurance Company General Account for purposes of Accounts or TIM Access are classified as investments Form 5500,the returns and guarantees under the TIAA in registered investment companies for purposes of the Stable Value contracts are backed by assets held in a plan's financial statements and Form 5500. See the non unitized guaranteed separate account of TIAA. In financial statements for the CREF Accounts and TIAA the event that the assets in the separate account are Access for additional information. insufficient to support the guarantees provided for under the contract,the TIAA General Account is obligated to The presentation in the financial statements of a plan's fund the deficiency. investment in the CREF Accounts,TIAA Access and the related investment experience can vary and depends on Based on DOL's Advisory Opinion 2010-01A,these the format used. Generally, a plan's investment in the contracts are to be classified as unallocated contracts CREF Accounts and TIAA Access is either listed as an for purposes of ERISA. If a plan invests in these individual investment in the Statements of Net Assets contracts at any time during the reporting plan year,they Available for Benefits or, if the investments are listed should be reported on a plan's Form 5500 series return. as an aggregate amount,the investment detail will be (See Section 7.1 for specific information.) Classification provided in the footnotes. The investment experience in the investing plan's financial statements should be disclosed in the Statement of Changes in Net Assets discussed with the IQPA. Available for Benefits is generally combined with 17.How is a plan's investment in the TIAA Real Estate investment experience of other plan investments into the Account(REA) reported for purposes of the Form 5500 categories of interest, dividends and net appreciation. • and the plan's financial statements? 19.When are the Form 5500 and Form 8955-SSA required If plan assets include an investment in the REA at to be submitted? any time during the reporting year, disclosure of such A plan's Form 5500 and Form 8955-SSA, if required,are investment must meet certain requirements. For due at the end of the seventh month following the plan purposes of reporting on Form 5500,the REA is a pooled year-end. For example, if a plan year-end is December 31, separate account of TIAA,an insurance company,and is 2013,the Form 5500 and Form 8955-SSA, if required, reported as an investment in a Direct Filing Entity(DFE). are due July 31,2014. An extension of time to file the Designation as a DFE, combined with the filing of its own Form 5500 and Form 8955-SSA may be requested. Form 5500, provides the investing plan with reporting (See Section 2.3.5 for the Form 5500 and Form relief with respect to the REA. If the REA did not file its 8955-SSA Filing Calendar by Plan Year.) own Form 5500, each investing plan would disclose its pro-rata share of the REA's underlying investments as 20.Is an extension of time to file Form 5500 and Form plan assets. 8955-SSA available? Both large and small plans with investments in the Yes. A Form 5558,Application for Extension of Time REA must also complete Schedule D (DFE/Participating to File Certain Employee Plan Returns, must be filed Plan Information),Part I,and include it with their Form on or before the original due date (not including any 5500 filings. extensions)with the IRS. Filing a Form 5558 will provide the plan with up to an additional 21h months to file The presentation in the financial statements of a plan's Form 5500 and Form 8955 SSA, if required. For investment in the REA and the related investment example, if a plan year-end is December 31, 2014, experience can vary and depends on the format used. and a Form 5558 is filed on or before July 31, 2015, Generally, a plan's investment in the REA is either listed requesting the maximum extension period,the plan's as an individual investment in the Statements of Net extended due date for filing the Form 5500 and Form Assets Available for Benefits or, if the investments 8955-SSA, if required, becomes October 15, 2015. are listed as an aggregate amount,the investment If the plan's reporting year is the same as the plan fp detail will be provided in the footnotes. The investment sponsor's tax year and the plan sponsor requested an experience disclosed in the Statement of Changes in Net extension of time to file its tax return,the plan may Assets Available for Benefits is generally combined with rely on the plan sponsor's Form 8868,Application for investment experience of other plan investments into the Extension of Time to File an Exempt Organization Return, categories of interest, dividends and net appreciation. or similar extension (see Section 2.3.5). TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 51 •21.Is there a continuing requirement to file Form 5500 or (b)The plan may be terminated at any point in time. Form 8955-SSA for a terminated or frozen plan? The plan has a reporting obligation until it distributes ERISA requires that a retirement plan file a Form 5500 all plan assets or deems that all plan assets have been as long as it has assets to report and Form 8955-SSA distributed,at which time a short plan year may be if separated participants have deferred benefits to be created. For example,assume that Plan B's plan year is reported for the reporting period. Therefore, until all plan defined as the calendar year. Plan B is properly terminated assets have been distributed or deemed distributed, a with an effective date of March 31, 2014. However, Plan B Form 5500 and Form 8955-SSA, if required, should be cannot make a complete distribution of plan assets until filed. Once plan assets reach zero,a short plan year may January 15,2015. In this case, Plan B has a full plan year be created with the Form 5500 due at the end of the reporting obligation for 2014 with the Form 5500 having seventh month following total liquidation of the plan's the standard due dates and a short plan year reporting assets. See FAQ 22 below for more information on short obligation for 2015 (January 1—January 15,2015). The plan years. Form 5500 for the short 2015 plan year is due at the end of the seventh month following the end of the short plan A plan is generally terminated when the plan sponsor year, i.e.,August 31,2015. takes official action, evidenced by a resolution or similar documentation,with the consequence of the termination (c) The plan may be amended to change the plan year. being the cessation of contributions and the distribution In doing so,a short plan year is created. Assume Plan of plan assets. The plan has a continuing requirement C has a calendar year as its plan year and that the plan to file Form 5500 and Form 8955-SSA for separated is timely amended to change the plan year to a June 30 participants with deferred benefits, if any, until plan year-end with an effective date of June 30,2015. Plan C assets are distributed or deemed distributed. will file its Form 5500 as a calendar year plan for 2014 with the standard due dates. Then a short plan year of A plan is generally considered "frozen" when eligibility January 1 —June 30,2015 is created and a Form 5500 to participate in the plan is no longer available to will be due at the end of the seventh month following the new employees of the plan sponsor, or employer and end of the short plan year,or January 31, 2016. • employee contributions are no longer made or permitted, or both. The act of freezing eligibility to participate or (d) The plan may be merged into another plan (certain contributions generally requires an amendment to the exceptions may apply)at any point in time. The plan plan document. being merged into non-existence has a reporting obligation up to and including the merger date. If the The document terminating or freezing the plan should be merger date is not the plan's year end, a short plan properly executed and notarized and then filed with the year will be created. Assume that Plan D is a calendar plan's permanent records. Participants should be notified year plan and that it is prospectively merged into of the official action. Plan E as documented by official corporate or plan action with an effective date of September 30, 2014. 22.What is a short plan year and why is a proper In this case, Plan D has a short plan year consisting of determination important? January 1—September 30,2014 and a Form 5500 will A short plan year is a reporting year of less than 12 be due at the end of the seventh month following the months. A short plan year is generally created when (i) end of the short plan year,or April 30, 2015. the plan is initially adopted or terminated, (ii) plan assets 23.Will TIAA-CREF prepare Form 5500 or Form 8955-SSA? are distributed or deemed distributed,(iii)the plan year changes or(iv) a plan is merged out of existence. In TIAA-CREF provides a comprehensive year-end financial each of the following situations,the plan document or reports package for plan sponsors to prepare their other official documents will define the plan year: Forms 5500 and 8955-SSA. Plan sponsors who desire more hands-on support to meet their annual reporting (a)The plan may be adopted at any point in time. If the requirements can take advantage of the TIAA-CREF effective date of the adoption is different than the first day Form 5500 Preparation Service, offered in collaboration of the plan year as defined in the plan document,the plan with Deloitte Tax LLP. Deloitte will prepare Forms 5500 will have a short,initial plan year. For example,assume and 8955-SSA that are ready to file,as well as the Plan A is adopted timely with an effective date of July 1, related summary annual report ready for distribution to 2014,with the plan year being defined as the calendar participants. The service includes step-by-step guidance, • year. Plan A's initial plan year is a short plan year of July 1 streamlined data gathering and issue resolution and can — December 31,2014. The second plan year will be a full help coordinate reports from one or many providers. plan year of January 1—December 31,2015,assuming For more information follow this link. no other changes to the definition of the plan year and the plan will follow the standard due dates for its Form 5500. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 52 •24.What information does TIAA-CREF provide for preparing Statement of Changes to Net Assets. These transactions Form 8955-SSA? typically relate to contribution source changes, The Form 8955-SSA Filing Summary includes reinvestments, and loan adjustments. participant-indicative information needed to begin 27.Do the CREF Accounts hold the plan's investment assets preparation of the form (e.g.,full participant name, and execute investment transactions on behalf of the Social Security number, account balance). The .csv investing plan? version of the Form 8955-SSA Filing Summary contains multiple categories in which participants are reported No. The underlying assets of the CREF Accounts are not based on information contained in the recordkeeping plan assets. CREF is an investment company under the system. Each category should be carefully reviewed to Investment Company Act of 1940. Under ERISA section determine if a participant should be reported or not. For 401(b)(1),the underlying assets of an investment more information follow this link. TIAA-CREF recommends company are not plan assets although the securities that each participant included on Form 8955 SSA be issued by such investment companies are plan assets. listed with Code A(single sum)for line 9, column d and As a result, units in the CREF Accounts are plan assets, Code A (lump-sum)for line 9, column e. but the underlying assets are not. It is the value of 25.Are breakdowns of the interest and dividends credited to the plan's holdings in the CREF Accounts that must be each TIAA and CREF variable annuity account provided? reported in the plan's financial statements and Schedule H or Schedule I or Form 5500-SF, and not the value of The CREF Accounts,the TIAA Real Estate Account the assets underlying the CREF Accounts. and TIAA Access Annuity are investment options in a variable annuity held pursuant to the terms of an ERISA 28.Is a breakdown of the plan administrative expenses retirement plan. Variable annuities, unlike mutual funds charged against the assets of the CREF Accounts, sold directly to the public, including retirement plans, the TIAA Real Estate Account and TIAA Access are not required to distribute dividends and capital gains Annuities necessary? on an annual basis. Nor are the investment returns of a Direct plan administrative expenses and fees for large • variable annuity subject to federal income taxes on an annual basis as is generally the case for mutual funds. plans are reported in the plan's financial statements and on line 2i of Schedule H. Since there are no direct Contributions to a variable annuity purchase additional fees or expenses incurred or paid by the plan to the units and the value of the variable annuity is calculated CREF Accounts,the TIAA Real Estate Account or the TIAA daily in a process described in the SSAE 16 report. Access Annuities,there are no direct expenses or fees (See FAQ 51.) The changes in unit values reflect the to report. The expense deductions, as addressed in their gains, losses, dividends and interest received by the respective prospectuses, are factors in determining their underlying assets of the individual portfolios. unit values. However, because these expenses are not paid directly by the plan,they are not the type of plan For purposes of the plan's financial statements expenses that must be reported in the plan's financial and Form 5500 reporting,a pro-rata portion of the statements or on Schedule H. However,they may be investment experience of the underlying assets of the reportable on Schedule C as an indirect expense of the variable annuity is the plan's unrealized appreciation plan. See Appendix B for more information. or depreciation of its investment in the variable annuity(ies). For the plan's financial statements and 29.How are CREF Accounts,the TIAA Real Estate Account Schedule H or Schedule I and Form 5500-SF reporting and TIAA Access Annuities valued? purposes,these assets are the CREF Account units, TIAA CREF Accounts,the TIAA Real Estate Account and TIM Real Estate Account units and the TIAA Access Annuity Access Annuities are valued each business day. units, not the underlying assets of the CREF Accounts, TIAA Real Estate Account or TIAA Access Annuity. The valuation process is described in the SSAE 16 reports. (See FAQ 51.) 26.What types of transactions are included in Other Receipts and Other Deductions on the Statement of Changes to 30.Does TIAA-CREF issue a certification for purposes of Net Assets? the limited scope audit permitted under Department of Labor regulations 2520.103-8?What's covered by The Other Receipts (Additions to Net Assets) and the certification? • Other Deductions (Deductions from Net Assets) on TIAA CREF will so certify. ERISA provides that the the Statement of Changes to Net Assets represent opinion of a plan's IQPA need not extend to any financial transactions which cannot be otherwise classified. These information certified as complete and accurate by a transactions generally net to zero. When they do not, bank,trust company or similar institution, or by an the difference will be addressed in the Footnotes to the TIAA-CREF Plan Sponsor Reporting and Audit Guide i 53 • insurance carrier that is regulated and subject to periodic owned TIAA or CREF annuities or mutual funds,TIAA-CREF examination by a state or federal agency. Both TIAA and recommends that every plan subject to ERISA secure CREF, as insurance carriers, qualify for the exemption. a fidelity bond. This recommendation is based on the Additionally, TIAA-CREF has been authorized by JPMC and perspective that the risks of not securing a fidelity bond TIAA-CREF Trust Company to certify for plan assets for outweigh the relatively small expense of obtaining one. which JPMC or TIAA-CREF Trust Company are the directed custodians and/or trustees. The amount of the fidelity bond is fixed at the beginning of the plan year. The coverage amount should not be 31.Based on the requirements to file Form 5500,a 403(b)plan less than 10%of the funds handled or$1,000, or more may have been required to file in previous reporting years than $500,000. but has not done so.What action should be taken now to address this situation? 33.What are the Schedule R filing requirements? The first course of action is to consult with the plan's ERISA Schedule R, Retirement Plan Information, is divided into counsel to develop a compliance strategy. A consideration six parts,covering various aspects of plan information. for 403(b) plans will be the determination of the application For plans recordkept at TIAA-CREF,the most pertinent of ERISA. Only retirement plans subject to ERISA are part on the Schedule is Part I. Generally, Part I should be required to file Form 5500 and,for a large plan,attach an completed by all plans that made any distributions during opinion of an IQPA. However, if a plan is subject to ERISA the reporting period. and has not filed a Form 5500,the plan administrator may Part II of Schedule R should only be completed in limited be subject to civil penalties for failing to file Form 5500 in circumstances for plans recordkept at TIAA-CREF(money current and prior reporting periods. purchase pension plans or other plans subject to the To promote compliance with ERISA's annual reporting minimum funding requirements of IRC section 412 or requirements,the DOL sponsors the Delinquent Filer ERISA section 302). Voluntary Compliance Program (DFVCP)to encourage Generally, Parts III-VI do not need to be completed for voluntary compliance through the reduction of civil4110 plans recordkept at TIAA-CREF. penalties. Penalties imposed by the DOL for plan administrators using the DFVCP are reduced,with the Part I —Distributions amount dependent on several factors. However,the penalty is limited to $1,500 for a small plan and $4,000 Line 1 all distributions from a plan recordkept for a large plan for all delinquent filings of the same plan, by TIAA are made in the form of cash,yielding a assuming all delinquent filings are included in the same response of"0." DFVCP submission. See FAQ 12 for more information on Line 2 —all distributions from a plan recordkept by the DFVCP TIAA to a withdrawing participant are reported on Form 32.What are ERISA's bonding requirements? 1099-R, using an EIN of either 13-1624203 (plan is funded by fixed or variable contracts exclusively) or ERISA generally requires anyone who "handles" plan 51-6559589 (plan is funded by either a trust or assets to be bonded. Plan administrators of plans custodial account exclusively). Both EINs may be funded solely with individually owned TIAA or CREF reported if a plan is funded by both contracts and annuity contracts or certificates may elect not to be either a trust or custodial account. If a plan has bonded. In that case,the plan administrator is taking multiple vendors,the EINs of the two payors paying the position that plan funds are not "handled," since the greatest dollar amounts of benefits should be contributions do not become plan assets until such time reported. as they are contributed to the annuities. Once the funds are in the annuities, the plan sponsor's employees do Line 3— does not apply except for plans subject to not control the funds. This position assumes the timely minimum funding requirements. For purposes of this remittance of employee contributions, since delayed line item, 403(b) plans and 401(k) plans are generally remittances may place plan officials in a position of not subject to those requirements. "handling" funds. Part II — Funding Information The exemption from ERISA's bonding requirements To be completed by plans subject to the minimum • related to individually owned TIAA or CREF annuities funding requirements. Generally plans recordkept does not apply when a plan is funded, in whole or in by TIAA are not subject to the minimum funding part,with mutual funds or plan owned annuity contracts, requirements and do not need to complete this such as Retirement Choice, Retirement Choice Plus,TIM section. However, if the plan is a money purchase Stable Value and TIM Stable Return Annuity contracts. pension plan,or other plan subject to the minimum Regardless of whether the plan offers individually or plan- TIAA-CREF Plan Sponsor Reporting and Audit Guide 54 4110 funding standards of IRC section 412 or ERISA section 302, Part II should be completed. plan loans in default status. Disclosure in the footnotes of the plan's financial statements may be warranted. See FAQ 35. Part III —Amendments To be completed only by defined benefit plans. Participant loans, on the other hand, are made available Generally, plans recordkept by TIM are defined to participants by allowing them to borrow directly from contribution plans and do not need to complete their own account and pay themselves back through this section. after-tax payroll deductions. No funds are required to be held as collateral as the loan comes directly from Part IV— ESOPs the participant's account. Participant loans are made To be completed only by employee stock ownership available from the participant's mutual fund investment plans. Generally, plans recordkept by TIAA do not have balances and, if insufficient to fund the requested loan, employer stock as an investment option and do not the participant may transfer funds to the extent available need to complete this section. from annuity contract options to mutual fund investment options. Because the participant loan relationship is Part V—Additional Information for Multi-employer Defined between the participant and the plan,the participant Benefit Pension Plans loans are considered as plan assets. Both the Schedule To be completed only by multi-employer defined of Assets Held for Investment and Statement of Changes benefit plans. Generally, plans recordkept by TIAA to Net Assets reflect participant loans. They are also reported on the Form 5500 and included in a plan's are defined contribution plans and do not need to financial statements. complete this section. For both styles of loans,the timing of default process Part VI —Additional Information for Single-employer and is the same. A loan goes into default status at the end Multi-employer Defined Benefit Pension Plans of the calendar quarter following the calendar quarter To be completed only by defined benefit plans. in which a participant stops making payments. See the III Generally, plans recordkept by TIAA are defined contribution plans and do not need to complete following FAQs for additional information on loans in default. this section. 35.How are defaulted plan loans treated in the loan reports? Plan loans Depending on the participant's employment status in TIAA-CREF's recordkeeping system, defaulted loans 34.What is the difference between plan loans and are reflected within the reporting package as either participant loans? distributable or non-distributable. Plan loans are the most prevalent type of loan for plans Distributable defaulted plan loan: recordkept by TIAA-CREF. Plan loans are made available If a participant has a post-active employment status to participants using the participant's TIAA Traditional in TIAA-CREF's recordkeeping system,the participant Annuity account balance as collateral for the loan. may be considered as having had a "distributable The loan is issued directly from funds owned by TIAA event" (e.g., separation from service, retirement, death, and not directly from a participant's account. Adequate disability, attainment of age 591h),the loan will be security is required; therefore, 110%of the loan balance treated as a distributable defaulted loan. is held as collateral to cover the outstanding loan in the event of default. The collateral for the loan is A distributable defaulted plan loan will be reported maintained as part of the participant's TIAA Traditional as a defaulted loan with a zero ending balance and Annuity account balance as either a component of the a Loan Status of "Offset Deemed Distributed" on the GSRA contract or as a separate Retirement Loan (RL) Outstanding Loan Report and Loan Activity Report. contract. The collateral securing the loan continues to If a participant defaults in the current reporting earn interest. The collateralized balance is not available period, a negative amount will be included in the for transfer,withdrawal, retirement income benefits or Transferred/Distributed/Defaulted column,with accrued survivor benefits. interest reported in the Deemed Accumulated Interest column of the Loan Activity Report and an ending loan • Because the plan loan relationship is between TIAA and balance of zero. the participant, plan loans are not considered to be plan assets. However, both the Schedule of Assets Held Non-distributable defaulted plan loan: for Investment and Statement of Changes to Net Assets If a participant has an active employment status in reflect the collateral associated with non-distributable TIAA-CREF's recordkeeping system, has not experienced TIAA-CREF Plan Sponsor Reporting and Audit Guide I 55 • a "distributable event" as described above,and 37.How is the collateral associated with non-distributable subsequently defaults on a loan,the loan will be treated defaulted plan loans reflected in the reporting package? as a non-distributable defaulted loan. The Plan Loan Default Fund presents the collateral Non-distributable defaulted plan loans will continue to associated with the defaulted plan loan alongside all be reported with a Loan Status of"Deemed Distributed." other plan assets. These loans will continue to have a balance,accrue The Plan Loan Default Fund is included as a plan interest and be reported on the Loan Activity Report investment in the Schedule of Assets Held for Investment, and Outstanding Loan Report until the participant has Statement of Changes to Net Assets,all Supplemental a distributable event. These loans will include accrued Financial Reports and all Supplemental Plan Sponsor interest in the Deemed Accumulated Interest column of Reports. Additions to the Plan Loan Default Fund will the Loan Activity Report. Each year, the loan balance will represent the collateral of newly defaulted plan loans. increase by the interest accrued during the year. Distributions from the Plan Loan Default Fund will The loan amount becomes a taxable event to the represent the use of collateral in satisfaction of the participant on the initial default process regardless loan agreement. of the treatment of the defaulted loan. If the initial 38.How is accrued interest on defaulted loans reported? defaulted loan is treated as non-distributable defaulted, it will be a taxable event at that time and will not be Accrued interest has two components. The first taxed the second time when the participant incurs a component is the amount of interest that accrues from distributable event in a later time. the date the last payment was made until the date of default. This amount is taxable to the participant and 36.When are defaults on plan loans reported included on the Form 1099-R. The second component as distributions? is the amount of interest that accrues after the loan Prior to June 15, 2012,when a participant defaulted has defaulted through the date the participant incurs a on a plan loan,the default was reported as a withdrawal distributable event. Both components of accrued interest • on the Statement of Changes to Net Assets, Distribution are reported in the Deemed Accumulated Interest Report, and Distribution Tax Information Report column of the Loan Activity Report. regardless of the default treatment(distributable 39.Is tax reporting required for defaulted loans? defaulted or non-distributable defaulted). If the loan is treated as non-distributable defaulted or the participant In general,the loan default is treated as a taxable event has not incurred a distributable event, there will be a if payment is not received by the end of the calendar positive Withdrawal/Distribution on the TIAA Traditional quarter following the calendar quarter in which the Annuity Defaulted Loan Collateral Participant Detail required loan payment was due. The defaulted amount Report to bring in and to track the collateral associated includes the outstanding loan balance and accrued with defaulted loan. When the participant incurs a interest. For loans recordkept by TIAA-CREF,a Form distributable event at a later time,there would be a 1099-R will be issued in January of the following year withdrawal recorded on the TIAA Traditional Annuity to the participant for the calendar year in which the Defaulted Loan Collateral Participant Detail Report default occurred. removing the collateral from the plan. A taxable event does not necessarily give rise to a On or after June 15, 2012,and when a participant distributable event. The terms of the plan will control defaults on a plan loan, a withdrawal is only reported the timing of distributions,which are generally limited if the participant has incurred a distributable event and to death, disability, separation from service or attainment the loan is treated as distributable defaulted during of age 591/2. the reporting period. If a participant has not incurred The loan amount becomes a taxable event to the a distributable event,the Statement of Changes to Net Assets will only reflect a transfer from TIAA Traditional participant on the initial default process regardless into the Plan Loan Default Fund. The Distribution Report of the treatment of the defaulted loan. If the initial defaulted loan is treated as non-distributable defaulted, will not reflect a withdrawal. However,the Distribution Tax it will be a taxable event at that time and will not be Information Report will report the loan default. Once the taxed the second time when the participant incurred a participant incurs a distributable event,the Statement • of Changes to Net Assets and the Distribution Report distributable event in a later time. will show the withdrawal. Since the taxable event has been previously reported in the year of default, the Distribution Tax Information Report will not report a second taxable event. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 56 .Fee disclosures permitted distributions are called in-service withdrawals. Some of the conditions associated with in-service 40.When there is a plan-related change,does the plan withdrawals are related to sources of contributions (e.g., sponsor need to provide participants with a new,updated employer discretionary contributions, employer after-tax annual 404a-5 notice? contributions),while others are limited to an occurrence Plan sponsors are responsible for providing a description (e.g., passage of a fixed number of years,attainment of of the change to all eligible plan participants and a stated age). beneficiaries at least 30 days and no more than 90 days 44..What assistance is available in the event the IRS or prior to the change taking effect. DOL conducts an investigation or examination of a plan In addition to the advance change notice, plan sponsors recordkept by TIAA-CREF? may also want to update the annual disclosure TIAA-CREF stands ready to assist with a wide array of information online using Option Two in Disclosure Assist regulatory inquiries. Many informational resources are and then direct their participants to the TIAA-CREF website available through the Compliance tab on the secure to view current fees,expenses and/or performance. PlanFocus website. TIAA-CREF has prepared a fact sheet TIAA-CREF supports the delivery of one 404a-5 notice outlining four best practices to keep a plan prepared for per calendar year. Refer to Section 2.2.3 Managing fee regulatory audits. disclosure requirements of this Guide for more information about the participant fee disclosures. 45.What is the Revenue Credit Account Report? The Revenue Credit Account Report is the name of the 41.Does TIAA-CREF provide annual 408(b)(2) plan report which reflects the Revenue Credit Account details. sponsor disclosures? See Section 4.3.16 for additional information. No,TIAA-CREF only provides an initial Service & Fee Disclosure Package to ERISA plan sponsors. After that, 46.What are revenue credits? TIAA-CREF delivers updated disclosures when any new Revenue credits, as designated on the Service Provider . services, products or investments are added to a plan. Summary, can come in two forms: Investment-related changes are disclosed annually in the Investment Fee & Expense Disclosure Report, • Revenue credits can be processed in the Revenue which is part of the year-end Plan Financial Reporting Credit Account and are revenue generated by the Package. Refer to Section 2.2.3 Managing fee disclosure plan that is returned to the plan by TIAA-CREF. These requirements of this Guide for more information about funds may be used to pay reasonable and the timing of the notices. necessary expenses for the plan and can also be used to provide plan servicing credits to participants. 42.Where can I locate Service& Fee Disclosure Change Notices? • Plan Expense Reimbursement Agreements (PERAs) On an ongoing basis and as soon as practicable, are arrangements through which TIAA-CREF returns TIAA will provide you with updated disclosures and excess plan-generated revenue. PERAs may be used notices for any new or updated services or investments to pay for reasonable and necessary plan expenses. in your plan as required by the DOL 408(b)(2)fee If you have any questions about revenue credits or disclosure regulations. PERAs, contact your Client Service Consultant or, if You can access your original 408(b)(2) Service & Fee served by the Administrator Telephone Center,contact a Disclosure Package as well as Service & Fee Disclosure TIAA-CREF Institutional Consultant at 888 842-7782. Change Notices under Plan Sponsor 408(b)(2)Service& 47.Does TIAA-CREF use the accrual basis of accounting with Fee Disclosures in the Plan-Specific Reports section of regard to interest,income and dividends? the Compliance tab of PlanFocus. No. TIAA-CREF provides reporting strictly on a cash basis. Only transactions actually occurring within the reporting General period are contained within our plan year-end reports. 43.What is an in-service distribution? 48.Can TIAA-CREF provide reconciliations between the ERISA imposes rules concerning the timing of a custodial system and the recordkeeping system? 0 participant's access to his or her account,with certain TIAA-CREF maintains information on multiple systems. distributions only being allowed for a participant's death, They are: disability or separation from employment. However, some plans may permit an active participant to gain access • The custodial system—keeps track of a plan's to his or her account under certain conditions. These investment in mutual and other funds in omnibus form. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 57 ■ The recordkeeping system–keeps the detail The reporting periods for the JPMC SSAE 16 reports are • of the TIM Traditional Annuity,TIM Stable Return March 31 and September 31 and are scheduled to be Annuity and TIAA Stable Value contracts released in the fourth month following the end of the (fixed-annuity products),the CREF Accounts (variable reporting period (July for the March reporting period and annuity products),the TIAA Access (variable annuity January for the September reporting period). products) and the TIAA Real Estate Account (a variable annuity product) as we'll as plan The SSAE 16 reports are confidential and should be and participant balances. used only by TIAA-CREF, its clients and the independent auditors of clients' defined contribution plans subject TIAA-CREF reconciles the custodial system to the to ERISA. Unauthorized use of the SSAE 16 reports, in recordkeeping system at the omnibus level for the whole or in part, is strictly prohibited. mutual fund holdings. For the annuity contracts,the recordkeeping and custodial system are the same. 52.What is meant by a "controls environment" and why Therefore,further reconciliations are not necessary. should a plan have one? Internal controls are processes developed, designed 49.What is TIAA-CREF's cut-off date for including transactions and implemented by plan management, including for the reporting year? those charged with governance,to provide reasonable Generally,TIAA-CREF reports on a cash basis. Therefore, assurance regarding the attainment of stated objectives. transactions received by TIAA-CREF in good order on or Effective controls reduce the risk of asset loss and before 4 p.m. (ET)on the last business day of the plan help ensure that plan information is complete and year are included in the annual plan year-end reports. accurate,financial statements are reliable and laws and regulations are complied with. The American Institute 50.Is there a recordkeeping agreement between each plan of Certified Public Accountants' Audit Quality Center and TIAA-CREF? for Employee Benefit Plans is a source of excellent In general,TIAA-CREF does not require a recordkeeping information relating to controls environments. agreement for plans funded exclusively with TIAA and/or CREF contracts. Plans investing in mutual 53.Who is responsible for general governance and oversight • funds and funded with either a trust or custodial account of an ERISA plan? will have a recordkeeping agreement. The plan administrator is responsible for general Governance and internal controls governance, oversight and monitoring of an ERISA plan. 51.Does TIAA-CREF provide plan administrators with an Plan terminations and plan mergers SSAE 16 report? The unqualified Type II SSAE 16 reports for the reporting 54.If a vendor is discontinued by a 403(b) plan, is this period ended December 31, 2013, and June 30, 2014, considered a plan termination? for defined contribution plans subject to ERISA are No,terminating a relationship with a vendor under a plan located on the PlanFocus website under the Compliance is different from terminating a plan. To terminate a plan, menu. As new SSAE 16 reports are released,they will be the plan sponsor must(i)formally terminate the plan, (ii) posted as described above. New reports are scheduled distribute the annuity contracts and other plan assets, if to be released in the fourth month following the end of any,to participants and (iii) make no further contributions the reporting period (April for the December reporting to any vendor under a like plan (403(b) plan or 401(a) period and October for the June reporting period). plan) of the employer for 12 months after the distribution of all assets. Formal termination generally requires a For the June 30,2014 reporting period,TIAA issued two resolution of the board. separate reports–one each for ERISA and non-ERISA plans. For the reporting period of June 30,2015,controls 55.If a plan sponsor maintains separate 403(b) plans— related to custodian services at TIAA-CREF Trust Company one for employer contributions(DC plan)and the other will be included. for employee contributions(TDA plan)—and each has historically filed its own Form 5500,can these plans be If a plan had assets held by JPMC as the directed combined and how is such a combination effected? custodian or trustee,JPMC's SSAE 16 report may be The act of combining plans is generally considered 411 requested by contacting the plan's assigned Client Service Consultant or, if served by the Administrator a plan merger. The plan sponsor should work with its Telephone Center, by contacting a TIAA-CREF Institutional ERISA attorney to officially merge the existing two plans, Consultant at 888 842-7782. Your request will be which generally requires a board resolution. A final Form 5500 for the plan that is merged out of existence must forwarded to JPMC,who will provide the requested be filed. If the effective date of the merger is any date documents directly to the requestor. TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 58 other than the last day or first day of a plan year, a short • Delivery of individual certificates evidencing fully • plan year(i.e.,a plan year of less than 12 months) may paid benefits under a group annuity contract will have to be created. A Form 5500 would then be required also satisfy this distribution requirement. for the short plan year. • Investments in custodial accounts must actually TIAA-CREF would continue to recordkeep the DC plan be distributed or rolled over to be considered and the TDA plan separately. Year-end reporting can be distributions from the plan for aggregated if requested. termination purposes. 56.Can a plan sponsor terminate its ERISA 403(b) plan? A Form 5500 must be filed for all plan years until plan Pursuant to the final 403(b) regulations published in assets are fully distributed or deemed distributed. The 2007, a 403(b) plan is permitted to contain provisions timing of final distributions may create a short plan year. allowing for plan termination. The final regulations In this situation,a Form 5500 may be required for the were lacking in specifics regarding how a plan sponsor short plan year. Please note that other provisions may terminates a 403(b) plan. However, Revenue Ruling apply. Advice from an ERISA attorney should be sought 2011-7 subsequently provided much-needed detail. in plan termination situations. In general,this ruling provided: • Distribution of fully paid individual annuity contracts to participants will satisfy the requirement that assets be distributed to participants and beneficiaries as soon as administratively practicable upon termination. III III TIAA-CREF Plan Sponsor Reporting and Audit Guide ( 59 .: • ,,e., .+a a Ty 1' 4 K , 4,... .... f . Appendices TIAA-CREF Plan Sponsor Reporting and Audit Guide I 60 Appendix B • ee Disclosure Reports and Disclosures This appendix expands on the descriptions provided in products and clearance have been subcontracted to Section 4.6 Fee Disclosure Reports for the annual fee Pershing, LLC. Refer to the Customer Account Agreement disclosure reports. It highlights key sections of each report to for more information related to transaction fees and to help plan sponsors understand the information and make services provided to the plan. informed decisions. For additional information about other fees and Summary of Fees and Compensation for compensation, refer to the Brokerage Services 408(b)(2) Disclosure Document. Your Plan TIAA Traditional Annuity net plan loan interest expense: This is a summary of all the fees and compensation incurred Reports the estimated net plan loan interest expense for the by the plan during a given reporting period. Refer to Section plan if it offers plan loans. 4.6 for a general description of this report. TIAA offers three types of plan loans, including: Total plan fees and compensation paid to • A variable rate loan offered on Group Supplemental TIAA-CREF and bundled service providers Retirement Annuity(GSRA) contracts • A variable rate loan offered on Retirement Loan (RL) 0 Summary of Fees and Compensation for Your Plan contracts, and ABC SAMPEUNIVERSITY • A fixed-rate loan offered on RL contracts. See Section Ace.,N 4 Rapol6p P.i**01A12019 to 12/01/2013 7.5 of this guide for additional information on plan loans. MO 011iotosCROCE Moon H.,,,,,, ,m„,,,,a, ,o G.PG. oow,o ow, PW, If plan loans are offered,the collateral remains in the • .7.7.%%1=1= .O1- •�~ ,P.>. participant's account and continues to earn income that is credited to the account. The income earned on the collateral held for a loan offsets a portion of the loan interest paid by the participant. The net difference between the amount paid by a participant for a plan loan and the amount received by the participant on collateral held for his or her plan loan is considered indirect compensation paid to TIAA. Earning on idle cash (float): Reports the estimated amount °` °""EP5i1m°"`°A"" "' ""% '"N ''°""'" "M """ of float income associated with the plan that TIAA receives from its banking service providers. This float income is used This section reports any fees or compensation received to offset banking service charges that are included as part by TIAA-CREF and any of the service providers TIAA-CREF of TIAA-CREF's bundled service arrangement. No additional contracts with to provide certain services. It includes: fees are charged to the plan for these banking service charges or in relation to float income. The method by which • Investment fee & expense: Reports the estimated dollar funds are invested during the float period will vary based on amount associated with the net expense ratios of the the banking model used for the plan. Below is a listing of the investments in the plan's fund lineup banking models TIAA-CREF uses for various plans,as well as • Direct fees: Reports any fees paid directly from the disclosure that is applicable to each banking model. plan assets to TIAA-CREF and any contracted • Trust bank model: Used by plans that offer mutual service providers fund investments within their menu of investment • Self-Directed Brokerage— recordkeeping and distribution options. (Applicable disclosure: Float Disclosure for fee: A Self-Directed Brokerage window enables plans using JPMorgan Chase Bank, N.A. as their Trustee participants to invest in a variety of securities and or Custodian) mutual funds that are not readily available in the plan's ■ Annuity only bank model: Used by plans that only offer • investment menu. It is not considered a designated TIAA and CREF annuity options. (Applicable disclosure: investment alternative. TIAA-CREF Brokerage Services, a TIAA-CREF Annuity Float Disclosure) division of TIAA-CREF Individual & Institutional Services, LLC, provides brokerage services. Clearing-house services for trade execution, data processing, investment TIAA-CREF Plan Sponsor Reporting and Audit Guide I 166 Appendix B el• Integrated bank model: Used by plan sponsors with plans The report acts as the annual 408(b)(2) notification of any that have both Trust Bank and Annuity Only attributes. changes to the investment-related information. Refer to (Applicable disclosures: TIAA-CREF Annuity Float Section 4.6.2 for a general description of this report. Disclosure and Float Disclosure for plans using JPMorgan Chase Bank, N.A. as their Trustee or Custodian) Investment Fee&Expense Disclosure • Non-ERISA TDA bank model: Used by plans that offer E"� Rs,ry mutual fund investments that have individual custodial "`""""'"'"""°Penock 01001/2014 lo 12/31/30. agreements. This may apply if the plan did not enter into °"'" �° ® �°" "°o i® "m a Group Custodial Agreement with TIAA-CREF. (Applicable disclosures: Float Disclosure for plans using JPMorgan Chase Bank, N.A. as their Trustee or Custodian and Float Disclosure for plans using Wells Fargo Bank, N.A.) Effective January 1, 2015 the applicable Float Disclosure will be the same for all plans and not dependent upon _..,.m,o.",,.<.. �a,e ,,; "banking model". For applicable disclosure refer to the ., v,_ M w..=.=,mr.:.m.7„,,T a == , _,am., , section in this guide titled: TIAA Earnings on Idle Cash (Float)- Effective January 1, 2015. a�rsaa ,,�°° > ° °° ,�o7 =�- °�w �°°-��°°°� �..mn�"_�,a°°°° —"—.� ".°.,°. Transactional fund earnings (TFE): TFE represents the _ gains and/or losses absorbed by TIAA from ensuring that transactions are processed using prices in accordance 1. Fund name: the name of the investment with TIAA's "Good Order Processing" procedures. These procedures are designed to ensure that complete and 2. Fund ID: internal TIAA-CREF fund identification assigned accurate information is received prior to executing any to each investment transactions initiated by plan sponsors, participants,or 3. Ticker: characters that uniquely identify the investment Sbeneficiaries and that all transactions are processed in a timely manner. 4. Asset class: characteristic of the investment When a review of a transaction in accordance with our Good 5. Assets as of[date]: plan fund balances as of a Order Processing procedures determines that an earlier reporting end date effective date is warranted,TIAA will transact using the shares or unit values that would have been in effect on the 6. Average assets for the reporting period: calculated appropriate Good Order trading date. The gains created on the average month-end balance during the from these adjustments to transaction values are a form reporting period of indirect compensation. TIAA will absorb any losses and 7. Net expense ratio (%):the net operating expenses realize any gains that may arise in order to adjust participant of a fund as a percentage of assets, as provided accounts to the correct investment price for processing. in the prospectus Total plan fees and compensation paid to other 8. Net expense ratio ($):the net expense ratio expressed in service providers dollars based on average assets for the reporting period This section reports any fee or compensation paid to any service provider other than TIAA-CREF and the service 9. Plan services expense (%): the portion of the fund's providers that may be part of TIAA-CREF's bundled services. expense ratio allocated to plan services expense For example, an Advisor Fee is a direct fee paid from participant accounts. This fee is not paid to TIAA-CREF or 10.Plan services expense ($): the plan services expense any service providers that are part of TIAA-CREF's bundled expressed in dollars based on average assets for services. The fee is paid to an outside advisor from the reporting period participant assets. Investment expense ratios are considered EIC. They include fees and expenses charged against the funds and reflected Investment Fee Et Expense Disclosure in the value of the plan's investments,such as management • expenses,administration expenses, 12b-1 fees, etc. The This report provides a list of the plan's investments and their expense ratios disclosed are from the prospectus in effect expense ratios. It also includes the plan services expenses as of the plan year-end. If the expense ratios change during associated with the investments based on month-end the plan year, only the ratios in effect at plan year-end will average fund balances for a reporting period. be reported. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 167 Appendix B .The Plan Services Expense is a component of, not • Redemption fee: Redemption fees are charged by fund in addition to,the net expense ratio. TIAA receives companies on the number of shares removed from compensation that is deducted from plan investments as a an account when the shares have not been held in portion of the Annual Operating Expense Ratio(s)to pay for an account for a specified period of time. Each fund the cost of recordkeeping and administrative services for the company imposes its own rules regarding the amount plan. This "Plan Services Expense" is paid to TIAA for the full charged and the holding period,which are both detailed range of services it provides to the plan. in the fund's prospectus. After the initial holding period has expired, no redemption fee applies. Redemption fees Direct Fees Paid from Plan Assets are designed to discourage frequent trading activities by investors,which drive up fund operating costs and This report identifies fees that were deducted directly from reduce returns for long-term investors in the funds. the plan. The plan's fee structure and/or product offering NOTE: Redemption fees are not reportable on Schedule dictate which fees are applicable. Refer to Section 4.6.3 for C because they are fees that compensate the mutual a general description of this report. fund for the cost of supporting short-term traders and are not paid to any service provider. Refer to the fund's Direct Fees Paid from Plan Assets prospectus for more detailed fund expenses, including L any applicable redemption fees. ABC sawn[UNIVERSITY AchyKy Period_o1bVmt3iutani/fi1a i "E" „ ,C„o,iaw „oi,,, 1 • Purchase fee: A transaction fee charged when a fund is S,.intai`°^'ylen Wort purchased. Individual fund companies impose their own rules regarding expenses and any applicable purchase row fees,which are detailed in their fund's prospectus. NOTE: Purchase fees are not reportable on Schedule C because they are fees paid directly to the mutual fund to offset the costs of buying securities and are not paid to IIIany service provider. • Withdrawal fee: A surrender fee of 2.5%will be deducted „ .o„„ ,=r—,,,,,,, �� „* ,,,, from any lump-sum distribution a participant takes from the TIAA Traditional Annuity within 120 days of termination of employment under the Group Retirement Direct fees paid to TIAA-CREF and bundled Annuity(GRA) or Retirement Choice (RC) contract. service providers In addition, institutional withdrawals from the RC or This section reports any direct fee or compensation received Retirement Choice Plus (RCP) contracts are allowed over by TIAA-CREF and any service providers who are part of our an 84-month (seven years) period with a 1.5% surrender bundled arrangement, including: charge with 30-day advance notice from the institution. • Service fee: Service fees are used for recordkeeping To review the plan's estimated TIAA Traditional Annuity and administrative expenses and are deducted from expenses, please refer to the Investment Fee & participant or plan accounts. They are often negotiated Expense Disclosure Report in the Plan Year-end by plan sponsors as a means to pay plan expenses for Reporting Package. service providers other than TIAA-CREF. Not all TIM-CREF annuity contracts allow for the deduction of service fees. • Retirement Plan Portfolio Manager(RPPM)fee: The RPPM Program is a discretionary fee-based investment asset Service fees can take the form of: allocation program provided by TIAA-CREF Trust Company, Per participant fees FSB (the Trust Company)to participants of eligible employer-sponsored plans. - Additional basis point fees, and/or • Self-Directed Brokerage Fees: Fixed fees prorated to each participant. Annual participant maintenance fee: None. • Loan issuance fee: Loan initiation fees are deducted Transaction fee: This fee covers charges relating to • from the net proceeds of the EFT/check at the time the loans are issued. Loan issuance fees apply to both participant transactions within Self Directed Brokerage general purpose Retirement Plan Loans and primary accounts. The fee may include any variation of the following transaction-level fee types: residence Retirement Plan Loans. TIAA-CREF Plan Sponsor Reporting and Audit Guide i 168 Appendix B • -- Security-level trading fee on individual securities— Pershing,the clearing services provider, assesses Service Provider Summary a trading fee on individual securities and TIAA-CREF ,___ receives a portion of the trading fee assessed "B_""""` "`"�" krt. :01a„pW,o,v,,,A„ by Pershing. °w°' „...aa.,� °",k „ `, m,.,..,., '°" „ "o Er, Loads/commissions on Transaction Fee Funds— ==r---- .,,b Pershing assesses a transaction fee on these funds. o 0 5 ,,.5,.5,.„5,,.,,4,,,,,445 5 545545 „0„ Short-term trading fees—Pershing assesses a ,„ ,NM .". . �., e short-term trading fee for any mutual fund shares wy „�'. ° "'—' held for less than three months. 31,bh • TIAA-CREF Plan Servicing Fee: A fee paid to TIAA-CREF for the costs of recordkeeping,administrative, compliance and employee services that TIAA-CREF performs on behalf .o 0.=n.. ,. a.,, of the plan sponsor. —..,.—o,,.,o,.,0 P�,., • TIAA-CREF Professional Services Fee: A fee paid to TIAA-CREF to cover services to the plan. These services As shown in the call-outs above,this report includes the may include, but are not limited to, 5500 Services and following information: Nondiscrimination Testing. 1. Service provider: Name, EIN, and address • TIAA-CREF Fee Refund: A return of fees collected which were paid to TIAA-CREF in excess of the fees due. 2. Fee receipt and disclosure category: Direct, Indirect,or EIC Direct fees paid to other service providers 3. Fee or compensation description: Type of fee This section reports any direct fee or compensation paid to or compensation any service provider other than TIAA-CREF and our contracted ipservice providers. 4. Amount: The dollar amount of fee or compensation received or paid • Advisor Fees: A fee for Participant Advisory Services paid to an outside consultant. NOTE: While "TIAA-CREF” is commonly used to describe the entity providing the plan's bundled services,TIAA and • Professional Services Fee: A fee charged through the CREF are separate and distinct service providers and are Revenue Credit Account to pay a third party for services. reported separately. • Non-TIAA-CREF Plan Servicing Fee: A fee paid to If the plan files the Form 5500 and applicable schedules,the a third party firm to cover its services to the plan. Service Provider Summary report may be used to complete These services may include, but are not limited to, the Form 5500 Schedule C-Part I. Plan sponsors may also communication and education services, remitting refer to the Schedule C Filing Summary in Section 2.3.2 of contributions,compliance services, and this guide for line-by-line instructions. approving transactions. • Contract Adjustment Fee: A charge assessed on certain Float disclosures types of outflows from some guaranteed annuity contracts. The charge is assessed and retained by As outlined in the description for the Summary of Fees and the contract issuer in accordance with the contract. Compensation for Your Plan report on page 115, depending Please refer to your contract certificate or other product on the banking model used for the plan,one or more of the literature for further details. following disclosures may apply: Service Provider Summary Float disclosure for plans using JPMorgan Chase Bank,N.A. This report details the persons or entities receiving the fees or compensation. It expands on the Summary of Fees and Notice Concerning Income on Assets Held Temporarily Compensation for Your Plan report by listing the individual for the Plan: As disclosed in the trust/custody agreement, service providers,their Employee Identification Number(EIN),fill as part of its compensation for trustee and/or custodian if available, and address, along with the amount of the fee or services to the plan,JPMorgan Chase Bank, N.A. (JPMC) compensation received. Refer to Section 4.6.4 for a general retains earnings derived from the use of funds ("float") on description of this report. cash balances held pending investment and, in connection TIAA-CREF Plan Sponsor Reporting and Audit Guide 169 Appendix B .with the payment of plan disbursements, in demand deposit On the float,TIAA earns either: r other noninterest-bearing accounts. JPMC earns float • Interest at a market-determined overnight rate, or as described in the following sentence and may provide "earnings credits" to TIAA in connection with the float • Interest on short-term investment instruments,or income received by JPMC. Balances that earn service credits • "Service credits" determined by each bank TIAA uses, are subject to Federal Deposit Insurance Corporation (FDIC) based on the available cash balances in the contribution fees. There is no specific rate that JPMC earns on float. demand deposit or distribution accounts. Rather,JPMC takes amounts held in all of its customers' deposit accounts and may invest all or a portion of such Any revenue TIAA earns on float balances is considered amounts in a variety of financial instruments including, but indirect compensation,which is paid by TIAA's investment of not limited to, loans to customers and investment securities. float balances in short-term instruments, in sweep vehicle Any remaining U.S. funds are held at the Federal Reserve time deposits or service credits from JPMC and other banks. overnight and earn the Federal Funds Effective Rate less FDIC insurance and any other associated costs, if any. TIAA applies the service credits against banking service charges incurred with JPMC and other banks in connection On new contributions held pending investment,the float with the plans,and may apply excess service credits (if any) period commences: to charges TIAA incurs for other banking services obtained (i)on the business day the cash is received for Electronic from each bank. Unused credits expire monthly or quarterly Fund Transfer EFT and carry no cash value. Because the cash balances held by ( ) payments,or TIAA and deposited in accounts earning a market-determined (ii)on the business day that the funds become available for check payments. overnight rate or in short-term investment instruments are not segregated from other balances held by TIAA, it is not For both EFT and check payments,the float period continues possible to accurately estimate the float earned by TIAA until investment purchase transactions are settled, usually on these balances. However,TIAA is able to estimate the within one (1) business day, unless processing delays extend service credits that would be earned by the plans had all this period. balances earned float income in this manner. Balances that • earn service credits are subject to Federal Deposit Insurance For disbursements,the float period commences on the Corporation (FDIC)fees. business day the investment sale transaction is settled and ends on the business day the requestor or his or her agent: On new contributions held pending investment,the float (i) receives the EFT payment or period commences (i) on the business day cash is received (ii) presents the check to the bank for payment. for Electronic Fund Transfer(EFT) payments, or(ii) on the business day that the funds become available for check Under an arrangement between JPMC and TIAA,JPMC may payments. In both cases,the float period continues until provide "earnings credits," —a soft dollar amount—to investment purchase transactions are settled, usually TIAA in connection with the float income retained by JPMC. within one (1) business day, unless processing delays The earnings credits are determined by JPMC based on the extend this period. available cash balances in the contribution and distribution demand deposit accounts. TIAA applies the earnings credits For disbursements,the float period commences on the to offset banking service charges incurred with JPMC in business day the investment sale transaction is settled and connection with the plans,and may apply excess earnings ends on the business day the requestor or his or her agent credits (if any)to charges TIAA incurs for other banking (i) receives the EFT payment or(ii) presents the check to services obtained from JPMC. Unused earnings credits our bank for payment. expire quarterly or monthly and carry no cash value. Float disclosure for plans using Wells Fargo Bank, N.A. Any revenue JPMC earns on float balances is considered indirect compensation,which is received by JPMorgan Chase Notice Concerning Income on Assets Held Temporarily for Bank, N.A. the Plan:As part of its compensation for banking services to plans,Wells Fargo Bank, N.A. retains earnings derived TIAA-CREF annuity float disclosure from the use of funds ("float") on cash balances held in connection with the payment of plan disbursements in Notice Concerning Income on Assets Held Temporarily demand deposit or other noninterest-bearing accounts. Wells for the Plan: As part of its compensation for processing Fargo Bank, N.A earns float at an overnight money market Stransactions (e.g., contributions,distributions and rate and may provide "service credits" to TIAA in connection withdrawals,and loan transactions) for plans,TIAA retains with the float income they receive. earnings derived from the use of funds ("float")on cash balances held pending investment and disbursements in For disbursements,the float period commences on the demand deposit or other noninterest-bearing accounts. business day the investment sale transaction is settled TIAA-CREF Plan Sponsor Reporting and Audit Guide I 170 Appendix B iiaand ends on the business day the requestor or his or her Any revenue TIAA earns on float balances is considered gent (i.e., rollover institution in the case of a direct rollover) §408(b)(2) indirect compensation which is paid by TIAA's presents the check to the bank for payment. investment of float balances in short-term instruments, in sweep vehicle time deposits or service credits from bank Under an arrangement between Wells Fargo Bank, N.A. service providers. and TIAA,Wells Fargo Bank, N. A. may provide "service credits" to TIAA in connection with the float income retained TIAA applies the service credits against banking service by Wells Fargo Bank, N.A. Balances that earn service charges incurred with bank service providers in connection credits are subject to Federal Deposit Insurance Corporation with your plan and other plans,and may apply excess (FDIC)fees. service credits (if any)to charges TIAA incurs for other banking services obtained from each bank. Unused credits The service credits are determined by Wells Fargo Bank, expire monthly or quarterly and carry no cash value. N.A. based on the available cash balances in the distribution Because the cash balances held by TIAA and deposited in demand deposit account. TIAA applies the service credits accounts earning a market determined overnight rate or in against banking service charges incurred with Wells Fargo short-term investment instruments are not segregated from Bank, N.A. in connection with the plans,and may apply other balances held by TIM, it is not possible to accurately excess service credits (if any)to charges TIAA incurs for estimate the float earned by TIAA on these balances. other banking services obtained from Wells Fargo Bank, However,TIAA is able to estimate the service credits that N.A. Unused credits expire quarterly or monthly and carry would be earned by your plan had all balances earned float no cash value. income in this manner. Balances that earn service credits TIAA Earnings on Idle Cash (Float) —Effective are subject to Federal Deposit Insurance Corporation January 1,2015 ("FDIC")fees. Notice Concerning Income on Assets Held Temporarily On new contributions held pending investment,the float for the Plan: As part of its compensation for processing period commences (i) on the business day cash is received for electronic fund transfer("EFT") payments,or(ii) on the transactions (e.g.,contributions,distributions and business day that the funds become available for check withdrawals, and loan transactions)for your plan,TIAA retains earnings derived from the use of funds ("float") on payments. In both cases,the float period continues until cash balances held pending investment and disbursements investment purchase transactions are settled, usually within in demand deposit or other noninterest-bearing accounts. one (1) business day, unless processing delays extend this period. On the float,TIAA earns: For disbursements,the float period commences on the (i) interest at a market-determined overnight rate,or business day the investment sale transaction is settled and (ii) interest on short-term investment instruments, or ends on the business day the requestor or his or her agent (iii) "service credits" determined by each bank TIAA uses, (i) receives the EFT payment or(ii) presents the check to our based on the available cash balances in the contribution bank for payment. demand deposit or distribution accounts. 0 TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 171 • • • o D Ul 10 TIAA 5500 Reportable - Statement of Changes to Net Assets o rp CREF O r Total Reportable Plan Assets Under Management- Summary by Investment Class Financial Services cu Q ABC SAMPLE UNIVERSITY® ® E3X Activity for the Reporting Period: 01/01/2014 to 12/31/2014 to INSURANCE REGISTERED TOTAL n COMPANY GENERAL POOLED SEPARATE INVESTMENT SELF-DIRECTED PARTICIPANT LOAN REPORTABLE CONTRACT ACCOUNT COMPANY ACCOUNT FUND FORM 5500 Market Value at the Beginning of the Period $17,414,747.180 $429,426.50 EL $41,607,776.89 a $123,905.20E $1,481,487.45 a $61,057,343.22 Additions to Net Assets Contributions EMPLOYEE PRE-TAX MATCH ($45.22) $0.00 $0.00 $0.00 $0.00 ($45.22) EMPLOYEE PRE-TAX $1,454,515.26 $60,070.37 $4,890,198.84 $0.00 $0.00 $6,404,784.47 ROLLOVER $2,433.34 $0.00 $44,521.45 $0.00 $0.00 $46,954.79 EMPLOYER MATCH $547,662.870 $20,626.18 $1,873,687.47 $0.00 $0.00 $2,441,976.52 Total Contributions $2,004,566.25 0 $80,696.55 $6,808,407.76 $0.00 $0.00 $8,893,670.56 Plan Servicing Credit $0.001 $0.00 $0.00 $0.00 $0.00 $0.00 Other Receipts $0.000 $0.00 $0.00 $0.00 $0.00 $0.00 Total Additions to Net Assets $2,004,566.25 $80,696.55 $6,808,407.76 $0.00 $0.00 $8,893,670.56 Investment Income Earnings $163.630 $0.00 Ea $1,301.67 E1; $15,978.21E, $4,856.891 $22,300.40 Participant Loan Interest $24,913.660 $841.451 $72,272.131 $0.00 m $6,820.541 $104,847.78 Dividends $0.000 $0.00 $562,605.29 $0.001 (363.78) : $562,541.51 82 Realized Gain(Loss) $122,449.020 ($19,844.01) ($2,325,064.08) $0.00 E $0.00 ($2,222,459.07)83 Unrealized Gain(Loss) $360,870.200 ($103,601.90) . $12,759,799.02 ($0.00)1 $0.00 $13,017,067.3284 Total Investment Income $508,396.51 ($122,604.46) $11,070,914.03 $15,978.21 $11,613.65 $11,484,297.94 Deductions from Net Assets Withdrawals ($4,629.62)0 $0.00 ($48,163.42) $0.00 ($117,155.95)0 ($169,948.99)ss Distributions ($700,143.63)1 ($34,669.72) ($1,749,259.76) $0.00 $0.001 ($2,484,073.11)x9 5 Annuity Settlement Options $0.001 $0.00 $0.00 $0.00 $0.00 $0.00 so D Forfeitures $0.001 $0.00 $0.00 $0.00 $0.00 $0.00 si 0 Fees $0.001 $0.00 ($6,714.65) $0.00 $0.00 ($6,714.65)62 T Other Deductions $0.001 $0.00 ($2,760.24) $0.00 $0.00 ($2,760.24)6 Total Deductions ($704,773.25) ($34,669.72) ($1,806,898.07) $0.00 ($117,155.95) ($2,663,496.99) E Transfers 7 Interfund Transfer In $1,703,083.441 $41,202.89 $5,293,405.33 $0.00 $0.00 $7,037,691.66 64 c Interfund Transfer(Out) ($1,749,386.24)1 ($39,107.43) ($5,244,118.07) ($10,991.51) $6,532.48 ($7,037,070.77)66 O Conversion In $0.001 $0.00 $0.00 $0.00 $925.52 $925.52 ss o Conversion(Out) $0.001 $0.00 $0.00 $0.00 $0.00 $0.00 67 Plan to Plan Transfer In $1,373.081 $404.67 $23,152.76 $0.00 $0.00 $24,930.51 s8 m Plan to Plan Transfer(Out) $0.001 $0.00 ($0.62) $0.00 $0.00 ($0.62)89 CD o Participant Loans Issued $0.001 $0.00 ($713,780.72) $0.00 $720,230.72 $6,450.00 ro Participant Loan Principal Repayment $133,563.91E1 $3,697.65 $336,267.24 $0.00 ($473,366.83) $161.97 rr 5 Total Transfers $88,634.19 $6,197.78 ($305,074.08) ($10,991.51) $254,321.89 $33,088.27 °r' Market Value at the End of the Period $19,311,570.881 $359,046.65 $57,375,126.53 E $128,891.901$r $1,630,267.04® $78,804,903.00 80 aCash Held in Reserve $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 D Participant Balance at the End of the Period $19,311,567.81 $359,046.65 $57,375,126.88 $128,891.90 $1,630,267.04 $78,804,900.28 c Q G) a ABC SAMPLE UNIVERSITY 403(B)RETIREMENT PLAN-Plan#111111 Private&Confidential 1/16/2012 03:04 PM Page 1 of 1 CD EEl En N J N • • • Q TIAA FILING SUMMARY FOR SCHEDULE A CREF Financial Services ABC SAMPLE UNIVERSITY Activity for the Reporting Period:01/01/2014 TO 12/31/2014 Part I Line 1:Coverage Information Name of Insurance carrier(Enter on Line la) TIAA-CREF Employer Identification Number(Enter on Line 1b) 13 1624203 National Association of Insurance Commissioners code(Enter on Line 1c) 69345 Contract or identification number(Enter on Line 1 d) 74 timate number of persons covered at end of policy or contract year(Enter on Line le) Policy or contract year-From(Enter on Line 10 75 Policy or contract year-To(Enter on Line 1g) 76 Part I Line 2:Insurance fee and commission information Total amount of commissions paid(Enter on Line 2) $0.00 Total amount of fees paid(Enter on Line 2), $0.00 Part I Line 3:Persons receiving commissions and fees it,broker,or other person to whom commissions or fees were paid(Enter on Line 3a) <No Entry Required> Amount of commissions paid(Enter on Line 3b) <No Entry Required> Fees paid-Amount(Enter on Line 3c) <No Entry Required> Fees paid-Purpose(Enter on Line 3d) <No Entry Required> Fees paid-Organization code(Enter on Line 3e) <No Entry Required> 'Part II Line 4 and Line 5:Investment and Annuity Contract Information )Ian's interest under this contract in the general account at year end(Enter on Line 4) 23 plan's interest under this contract in separate accounts at year end(Enter on Line 5) 30+37(See note below) Part II Line 6:Contracts With Allocated Funds <No Entry Required> C) Part II Line 7:Contracts With Unallocated Funds -n Type of contract(Enter on Line 7a) 3-Guaranteed Investment v Balance at the end of the previous year(Enter on Line 7b) 1 Contributions deposited during the year(Enter on Line 7c(1)) 2 Dividends and credits(Enter on Line 7c(2)) 6 o Interest credited during the year(Enter on Line 7c(3)) 4+5+7+8 Transferred from separate account(Enter on Line 7c(4)) 15 a Other(Enter on Line 7c(5)) 3+17+19+85 from fund to pay benefits or purchase annuities during the year(Enter on Line 7e(1)) 9+10+11 Administration charge made by carrier(Enter on Line 7e(2)) N/A -o Transferred to separate account(Enter on Line 7e(3)) 16 Other(Enteron Line 7e(4)) 12+13+14+18+20+21 ti Balance at the end of the current year(Enter on Line 7f) 23 aPart III Line 8,9 and 10:Welfare Benefit Contract Information I <No Entry Required> Part IV Line 11 and Line 12:Provision of Information iComplete only if insurance company failed to provide information to complete Schedule A NOTE: For Schedule A,Line 5,only balances in TIM Real Estate Account,CREF Accounts,Stable Value,Stable Return Annuity and TIAA Access annuities should be included cp CrJ • • • rD Q X TIAA FILING SUMMARY FOR SCHEDULE D CREF Financial Services ABC SAMPLE UNIVERSITY Activity for the Reporting Period:01/01/2014 to 12/31/2014 Part I:Information on interests in Master Trust Investment Accounts,Common/Collective Trusts,Pooled Separate Accounts,and 103-12 Investment Entities(to be completed by plans and Direct Filing Entities) Name of MTIA,CCT,PSA or 103-12 IE(Enter on Line a) TIAA Real Estate Name of sponsor of entity listed in(a)(Enter on Line b) TIAA-CREF Employer Identification Number-Plan/Entity Number(Enter on Line c) 13-1624203-004 Entity Code(Enter on Line d) P Dollar value of interest in MTIA,CCT,PSA or 103-12 IE at end of year(enter on line e) 30 Part II:Information on Participant Plans(to be completed by Direct Filing Entities) Do not make an entry in Part II c S7 m m -o v 0) Ui 0 C 0 0 CD 0 00 v a c s? c 0 • • • rD X CTIAAi:f' FILING SUMMARY FOR SCHEDULE H Financial Services ABC SAMPLE UNIVERSITY Activity for the Reporting Period:01/01/2014 to 12/31/2014 Part I:Asset and Liability Statement:Assets Opening Loan Fund Total(Enter Amount on Line 1c(8)Column(a)) 45 Closing Loan Fund Total(Enter Amount on Line 1c(8)Column(b)) 52 Opening Common/Collective Trust Total(Enter Amount on Line 1c(9)Column(a)) N/A Closing Common/Collective Trust Total(Enter Amount on Line 1 c(9)Column(b)) N/A Opening Pooled Separate Account Total(Enter Amount on Line 1c(10)Column(a)) 24 Closing Pooled Separate Account Total(Enter Amount on Line 1c(10)Column(b)) 30 Opening Master Trust Investment Account Total(Enter Amount on Line 1c(11)Column(a)) N/A Closing Master Trust Investment Account Total(Enter Amount on Line 1c(11)Column(b)) N/A Opening 103-12 Investment Entity Total(Enter Amount on Line 1c(12)Column(a)) N/A Closing 103-12 Investment Entity Total(Enter Amount on Line 1c(12)Column(b)) N/A Opening Registered Investment Companies Total(Enter Amount on Line 1c(13)Column(a)) 31 Closing Registered Investment Companies Total(Enter Amount on Line 1c(13)Column(b)) 37 Opening Insurance Company General Account(Unallocated contracts)(Enter Amount on Line 1c(14)Column(a)) 1 Closing Insurance Company General Account(Unallocated contracts)(Enter Amount on Line 1c(14)Column(b)) 23 Opening Self Directed Accounts Total(Enter Amount on Line 1c(15)Column(a)) 38 Closing Self Directed Accounts Total(Enter Amount on Line 1c(15)Column(b)) 44 Part II:Income and Expense Statement:Income Plan Contributions-Employer(Enter Amount on Line 2a(1)(A)) 56 Plan Contributions-Employee(Enter Amount on Line 2a(1)(B)) 53+54 Plan Contributions-Others(Enter Amount on Line 2a(1)(C)) 55 Participant Loan Fund earnings(Enter Amount on Line 2b(1)(E)) 46+48+49+50+78 Interest:Other(Enter Amount on Line 2b(1)(F)) 4+6+7+8 Plan Registered Investment Companies Dividends Enter amount on Line 2b(2)(C)) 34 Plan Common/Collective Trust earnings(Enter Amount on Line 2b(6)) N/A Plan Pooled Separate Account earnings(Enter Amount on Line 2b(7)) 25+27+28+29 -o Plan Master Trust Investment Account earnings(Enter Amount on Line 2b(8)) N/A Plan 103-12 Investment Entity earnings(Enter Amount on Line 2b(9)) N/A Plan Registered Investment Companies earnings(Enter Amount on Line 2b(10)) 32+35+36 oOther Income(Enter Amount on Line(2c)) 39+41+42+43+(64+65)*+(57+63)*+86 m Part II:Income and Expense Statement:Expenses Plan Expenses-Directly to participants or beneficiaries(Enter Amount on Line 2e(1)) (58+59)-(51+77) Plan Expenses-To insurance carriers for the provision of benefits(Enter Amount on Line 2e(2)) 60 -0 Certain deemed distributions of participant loans(Enter Amount on Line 2g) 51+77 Administrative expenses-Contract administrator fees(Enter Amount on Line 2i(2)) 62+70+71 5 Administrative expenses-Other(Enter Amount on Line 2i(4)) 61+(64+65)*+(57+63)* Qo. Transfers To the Plan(Enter Amount on Line 21(1)) 66+68 Transfers From the Plan(Enter Amount on Line 21(2)) 67+69 * Other Income if net amount is positive * Administrative Expenses-Other if net amount is negative c ci CD • . • D rD I � I X CREFTIAA FILING SUMMARY FOR FORM 5500-SF Financial Services ABC SAMPLE UNIVERSITY Activity for the Reporting Period:01/01/2014 to 12/31/2014 Part Ill Section 7:Plan Assets and Liabilities Opening Form 5500 reportable plan assets(Enter Amount on Line 7a Column(a)) 79 Closing Form 5500 reportable plan assets(Enter Amount on Line 7a Column(b)) 80 Part III Section 8:Income,Expenses and Transfers for this Plan Year Plan Contributions-Employer(Enter Amount on Line 8a(1)) 56 Plan Contributions-Employee(Enter Amount on Line 8a(2)) 53+54 Plan Contributions-Others(Enter Amount on Line 8a(3)) 55 Other Income(Enter Amount on Line 8b) 57+78+81+82+83+84+(64+65)*+(70+71)*+86 Benefits Paid(Enter Amount on Line 8d) 58+59+60-(51+77) Certain deemed distributions of participant loans(Enter Amount on Line 8e) 51+77 Other expenses(Enter Amount on Line 8g) 61+62+63+(64+65)*+(70+71)* Transfers To(From)the Plan(Enter Amount on Line 8j) 66+67+68+69 Part V Section 10:Specific Assets Closing value of Participant loans(Enter Amount on Line 10g) 52 * Other Income if net amount is positive * Other Expenses if net amount is negative C7 o m m c7) (n O C N O O O I 5. CO N 0 D c C c CDO N v Appendix D .AcronYms and Abbreviations Term Description AICPA American Institute of Certified Public Accountants CREF College Retirement Equities Fund .csv/CSV Comma-separated value DFE Direct filing entity DOL Department of Labor EFAST2 ERISA Filing Acceptance System ERISA Employee Retirement Income Security Act FAB Field Assistance Bulletin Form 5500 Annual Return/Report of Employee Benefit Plan Form 5500-SF Annual Return/Report of Employee Benefit Plan—Short Form GAAP Generally Accepted Accounting Principles GRA Group Retirement Annuity, a contract type Guide Plan Sponsor Reporting&Audit Guide GSRA Group Supplemental Retirement Annuity,a contract type IQPA Independent Qualified Public Accountant IRC Internal Revenue Code IRS Internal Revenue Service .pdf/PDF Portable document format RA Retirement Annuity,a contract type 111 RC Retirement Choice,a type of contract RCP Retirement Choice Plus,a type of contract REA Real Estate Account RL Retirement loan,a sub-contract type SAR Summary Annual Report SEC Securities and Exchange Commission SRA Supplemental Retirement Annuity, a contract type SSAE Statement on Standards for Attestation Engagements TIAA Teachers Insurance and Annuity Association of America TIAA-CREF Teachers Insurance and Annuity Association of America-College Retirement Equities Fund • TIAA-CREF Plan Sponsor Reporting and Audit Guide I 177 Appendix E •Illustrative Formats for Financial Statements' ABC Sample University 403(b) Retirement Plan2 Statements Of Net Assets Available For Benefits December 31, Assets 2013 2014 Investments at fair value Insurance company general account contracts $71,203,648 $78,358,642 Pooled separate account 11,193,477 12,185,292 Registered investment company shares 116,207,235 152,965,976 Self-directed accounts 0 151,881 Total investments 191061,360 243,661,791 Receivables Participant loan fund 0 61,638 Employer contributions 0 0 Participant contributions 0 12,457 Total receivables 0 74,095 Total assets 198,661,360 243,735,886 Liabilities Benefits payable 0 0 Accrued expenses 0 0 Total liabilities 0 0 • Net assets available for benefits $198,661,360 $243,735,886 See accompanying notes to the financial statements. .The presentation format is but one of the illustrations provided in the 2014 Audit&Accounting Guide for Employee Benefit Plans published by the American Institute of Certified Public Accountants. 'The amounts in the illustrative financial statements are derived from the sample report package included in this Guide. TIAA-CREF Plan Sponsor Reporting and Audit Guide 178 Appendix E ABC Sample University 403(b) Retirement PIan1 Statement Of Changes in Net Assets Available For Benefits Year Ended Additions: December 31,2014 Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $6,139,660 Interest 1,916,333 Dividends 168,072 Self-directed accounts 5,098 8,229,163 Interest income on notes receivable from participants: 3,056 Contributions: Participant 10,246,946 Rollover 14,854,537 Employer 0 25,101,483 Net transfers to this plan: 20,628,490 • Other: 175,821 Total additions 54,138,013 Deductions: Deductions from net assets attributed to: Benefits paid to participants (8,996,265) Expenses (67,222) Total deductions (9,063,487) Net Increase 45,074,526 Net assets available for benefits: Beginning of year 198,661,360 End of year $243,735,886 See accompanying notes to the financial statements. NOTE: Some of the amounts shown may differ from those shown on the Filing Summary for Schedule H due to reclassifications. • 'The amounts in the illustrative financial statements are derived from the sample report package included in this Guide. TIAA-CREF Plan Sponsor Reporting and Audit Guide I 179 Appendix F *Model footnote disclosure for investments in TIAA Traditional Annuity TIAA Traditional Annuity: TIAA Traditional Annuity (TIAA Traditional) is an unallocated fixed-annuity contract that is fully and unconditionally guaranteed by TIAA. TIAA Traditional provides a guarantee of principal, a guaranteed minimum rate of interest (generally 3%, but in some recent contracts between 1% and 3%) and the potential for additional interest if declared by TIAA. Additional interest,when declared, remains in effect for the "declaration year," which begins each March 1. Additional interest is not guaranteed for future years. Contributions to a participant's account purchases a guaranteed amount of lifetime annuity income. When a participant's account in the TIAA Traditional is annuitized based on available options, the present value of the stream of payments is equal to the account balance. The subsequent stream of annuity payments occurs outside of the plan and does not represent an obligation of the plan. Plan loans: Plan loans are issued as separate contracts by TIAA as contemplated under IRC section 72(p)(5) and do not represent plan assets. Loans are collateralized using a *participant's TIAA Traditional account balance in an amount equal to 110%of the outstanding loan balance. Participants may borrow a minimum of$x,xxx up to a maximum equal to the lesser of$50,000 or 45%of his or her TIAA Traditional account balance subject to annuity contract and plan provisions. Loan terms range from one (1)to five (5)years in one-year increments (up to xx years for the purchase of the participant's primary residence). Principal and interest is paid ratably by the participant to TIAA and each payment will reduce amounts collateralized by the borrowing participant's TIAA Traditional account balance. Plan loan balances outstanding from participants to TIAA were $x,xxx,xxx and $x,xxx,xxx as of Date 2 and Date 1, respectively. III TIAA-CREF Plan Sponsor Reporting and Audit Guide 1 180 Appendix G Report logic: Prior to December 31,2010 The report logic that generated the Participant Count Report •ParticiPant Count Report: Explanation of looked at a combination of participant indicative data source data logic elements (e.g., last name, masked SSN, date of entry)to identify participants. This logic may have resulted in the Beginning with the 2008 plan year,TIAA-CREF has included same participant being counted more than once if there a Participant Count Report in the annual Plan Financial was a variance in any of these data elements (frequently, Reporting Package. The report is available in both .pdf and the conflicting information was contained at the participant .csv formats. It is important to note that the Participant contract level). In addition,the report logic attempted to Count Report should be reviewed as a starting point for the overcome known data issues,which complicated the reporting participant counts to be recorded on Form 5500. of participant counts and was often inconsistent. TIAA typically receives indicative information pertaining to December 31,2010,and later participants we recordkeep (e.g.,an employee who has Reporting logic identifies all participants by full SSN and enrolled). However,the counts reflected in the Participant Participant Status as the key drivers of reporting classification Count Report may not include all eligible participants as (active, retired or separated receiving benefits, other retired defined by the Department of Labor. or separated entitled to future benefits, or deceased participants whose beneficiaries are receiving or are entitled The .pdf version of the Participant Count Report provides a to receive benefits). This approach avoids counting the same summary of participant counts for each line of the Form 5500 participant more than once. This approach also eliminates the for the reporting period, based on data maintained in TIAA's reporting difficulties associated with conflicting information. recordkeeping system. The .csv format details the individual Beneficiaries and alternate payees under a Qualified Domestic participants comprising each line summarized on the .pdf Relations Order(QDRO)are not included in any of the counts version of the report. if they are coded correctly. Accuracy of our reporting is Adjustments may be necessary to properly reflect information dependent upon our timely receipt of indicative data, including not residing in TIAA's recordkeeping system. In addition, it may dates of birth, hire,entry,termination, rehire and death. be necessary for plans with multiple vendors to aggregate and adjust participant count reports provided by each vendor to0 Participant Count Report logic (.csv version) guard against counting the same participants multiple times. FOrl71 5500 line-by-Ilse Note: Employees meeting the plan's definition of eligibility Line 5-Total number of participants at beginning of plan year should be added to active participants at both the beginning Includes all participants with "Y" in column L of the .csv of the plan year(line 5)and the end of the plan year(line 6a), version of the Participant Count Report. when recording participant counts in the Form 5500—even if the employee is not making an employee contribution.These Report Logic: Line 5 employees are deemed to be deferring at 0%. A person is counted in line 5 if he or she is a participant with a beginning account balance. If the participant has a zero Adjustments may be needed to address the following items: balance,the date of entry must be prior to the beginning of • Employees eligible to participate and who have not the reporting period. enrolled with TIAA-CREF • Includes participants with: • Participants contributing to another vendor and not Inactive Participant Status with an account balance enrolled with TIAA-CREF -- Active Participant Status with or without an • Incomplete, inaccurate or late remittance of indicative account balance participant data Deceased participant with an account balance, if • Termination dates beneficiaries continues to have assets in the plan (the • Dates of death deceased participant needs to be included on line 5) • Entry dates (The report does not include the beneficiaries of deceased participants,consistent with the instructions to the Form 5500.) III TIAA-CREF Plan Sponsor Reporting and Audit Guide I 181 Appendix G •Note:Current employees meeting the plan's definition of Line 6c-Other retired or separated participants entitled to eligibility should be added to active participants at the future benefits beginning of the plan year even if the employee is not making Includes all participants with "Y" in column 0 of the .csv an employee contribution.These employees are deemed to be version of the Participant Count Report. deferring at 0%. Report Logic-Line 6c Line 6a-Active participants A person is counted in line 6c if he or she is a participant with Includes all participants with "Y" in column M of the .csv an inactive status at the end of the reporting period in ALL of version of the Participant Count Report. his or her contracts or other asset balances in the plan,and the participant is NOT receiving periodic or systematic revocable Report Logic-Line 6a payments. The majority of inactive participants will be included A person is counted in line 6a if he or she is a participant in line 6c(see logic described in 6b). with an Active Participant Status at the end of the reporting period in any of his or her contracts or other asset balances Note:Line 6c does not include deceased participants and in the plan. Line 6a includes active participants,with and alternative payees under a QDRO. without an account balance. Active status takes precedence Line 6d-Subtotal over an inactive status in situations in which a participant has Sum of lines 6a, 6b, and 6c multiple contracts with conflicting indicative data (e.g., active and inactive status). A termination date will be reflected in the Line 6e-Deceased participants whose beneficiaries are .csv-formatted report in situations in which it is present in any receiving or entitled to receive benefits of the participant's contracts. Includes all participants with "Y" in column P of the .csv Note: Employees meeting the plan's definition of eligibility version of the Participant Count Report. should be added to active participants at the end of the plan Report Logic-Line 6e year when recording participant counts in the Form 5500- even if the employee is not making an employee contribution. A person is a counted in line 6e if he or she is a participant with a Deceased Status and an account balances at the 0 These employees are deemed to be deferring at 0%. end of the reporting period. If beneficiaries with an account Line 6b-Retired or separated participants balance exist at the end of the period,the related deceased receiving benefits participant needs to be included on line 6e. Includes all participants with "Y" in column N of the .csv Note: Beneficiaries and alternate payees under a QDRO are version of the Participant Count Report. not counted for purposes of this report. Report Logic-Line 6b Line 6f-Total Inactive participants receiving periodic or systematic Sum of lines 6d and 6e. payments are not counted in this category because the payment stream is revocable and may be stopped by the Line 6g-Number of participants with account balances participant at any time. Inactive participants choosing an at end of plan year annuity settlement option are not counted in this category Includes all participants with "Y" in column Q of the .csv because the participant begins an irrevocable payment version of the Participant Count Report. stream frequency of his or her election, and will cease being a plan participant for purposes of the end-of-year participant Report Logic- Line 6g count in the year of full annuitization. A person is counted in line 6g if he or she is a participant with a contract or other asset balance at the end of the Note: The plan sponsor may elect to include participants reporting period. receiving revocable payment streams in this category at their election. In doing so,the plan sponsor should make Line 6h-Number of participants that terminated a corresponding reduction in the count provided for line 6c. employment during the plan year with accrued benefits that were less than 100%vested Includes all participants with "Y" in column R of the .csv version of the Participant Count Report. III TIAA-CREF Plan Sponsor Reporting and Audit Guide I 182 II II! • TIAA-CREF Individual&Institutional Services,LLC,Teachers Personal Investors Services,Inc.,and Nuveen Securities, LLC, members FINRA and SIPC,distribute securities products. Brokerage Services are provided by TIAA-CREF Brokerage Services,a division of TIAA-CREF Individual&Institutional Services,LLC,member FINRA and SIPC. Brokerage accounts are carried by Pershing, LLC,a subsidiary of The Bank of New York Company,Inc., member FINRA,NYSE,and SIPC. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association of America(TIAA)and College Retirement Equities Fund(CREF),New York,NY. Each is solely responsible for its own financial condition and contractual obligations. TIAA Traditional is a guaranteed insurance contract and not an investment for federal securities law purposes. You should consider the investment objectives,risks, charges and expenses carefully before investing. li TIAA Please call 877 518-9161 or log on to tiaa-cref.org for current product and fund prospectuses that CREF contain this and other information.Please read the prospectuses carefully before investing. ©2015 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund(TIAA-CREF), 730 Third Avenue,New York,NY 10017 Financial Services FOR INSTITUTIONAL INVESTOR USE ONLY. NOT FOR USE WITH OR DISTRIBUTION TO THE GENERAL PUBLIC. C21639 (03/15) 141007137 TIAA Retirement Annuity Accounts .s' IAA Stable Value ii Guaranteed As of 12/31/2014 ) Separate Account Portfolio Book Valuer $309.59 million Among the Highest-Rated Insurance Account Objective Companies in the U.S. TIAA Stable Value,a fixed annuity providing capital preservation and income,is designed to provide safety, liquidity,competitive interest and the option to receive guaranteed income for life during retirement. During A++ the accumulation phase,the annuity's guarantees are supported by a pooled separate account of Teachers A.M.Best AAA Insurance and Annuity Association of America(TIAA). If the separate account's assets are insufficient to Fitch Ratings Company meet these guarantees in the accumulation phase,the financial strength and claims-paying ability of TIM i"• (as (as of 10/14) of 9/14) provides a second layer of support to cover any shortfall. Aa1 Account Summary Moody's Investors Standard&Poor's TIAA Stable Value is designed for participants seeking a guaranteed savings option for a portion of their �. Service (as of 10/14) retirement portfolio.With TIM Stable Value,you receive a guaranteed minimum interest rate,the potential (as of 10/14) for interest crediting rates to be declared above the guaranteed minimum and the assurance that your accumulation will never decline in value.2 In addition,because TIAA Stable Value is a liquid account,you I,. can access your money to make transfers and withdrawals.3 And when you retire,you can choose from a TIAA Stable Value is backed by the stability, variety of income options, including lifetime annuities guaranteed by TIAA,so you won't outlive your money.4 �s financial strength and claims-paying ability of I TIAA,one of only three insurance groups in the United States to currently hold the highest rating Account Details from three of the four leading insurance company rating agencies:A.M.Best,Fitch,and Standard& SAFETY AND SECURITY moor's.It currently holds the second highest • The money accumulated in your account will never decrease in value. ;sible rating from Moody's Investors Service. „r S&P criteria,the downgrade of U.S.long-term • During the accumulation phase,TIAA Stable Value is structured as a separate account of TIAA,which government debt limits the highest rating of U.S. means your accumulation is insulated from any potential claims of TIAA's creditors and General Account insurers to M+(the second-highest rating available).There is no guarantee that current policyholders. ratings will be maintained.Ratings represent a • In the event that the separate account's assets are insufficient to meet contractual guarantees,the TIM company's ability to meet policyholders' General Account stands ready to cover the shortfall. obligations and claims and do not apply to variable annuities,mutual funds or any other INTEREST CREDITING RATES product or service not fully backed by TIAA's claims-paying ability. • While you're contributing to TIAA Stable Value,the minimum guaranteed interest rate you receive will always be between 1%and 3%(before contract fees are deducted as described below).The minimum Learn More guaranteed rate is subject to change every six months;for the first half of 2015, it is 1.00%. For more information please contact: 800 842-2252 • TIAA seeks to declare actual crediting rates that are higher than the minimum guaranteed rate.'Declared Weekdays 8 a.m.to 10 p.m. ET, crediting rates are reviewed and may be reset every six months(on January 1 and July 1).TIAA Saturdays 9 a.m.to 6 p.m. ET, guarantees that the declared crediting rate will not decline by more than 0.75%each time it is reset. or visit tiaa-cref.org • A single interest crediting rate applies to the entire amount of your existing accumulation(and contributions made)during each six-month rate guarantee period. • The crediting rate that applies to your plan's specific contract can be found on your quarterly statement or by logging into our secure website,tiaa-cref.org. LIQUIDITY(WITHDRAWALS AND TRANSFERS) • Withdrawals and transfers, if permitted by your plan,are paid without any surrender charges or adjustments based on market fluctuations.3 For plans served by more than one financial provider(called a plan"recordkeeper"),this includes transfers to other plan menu options not recordkept by TIAA-CREF. • If your plan offers investment options known as "competing funds"(for example,a money market account,short-term bond funds or the TIAA Real Estate Account),and you want to transfer money from TIAA Stable Value to one of those options,the amount you transfer must first be directed to a noncompeting option(for example,a stock fund or long-term bond fund),where it must remain for 90 days before being transferred to the competing fund. • To minimize the negative effects of frequent trading,transfers into TIM Stable Value may not be made for 30 days following a transfer out. •T • CREIAAF r1 Financial Services Please refer to the next page for important disclosure information. 16i TIAA Retirement Annuity Accounts TIAA Stable Value •Guaranteed As of 12/31/2014 Account Details (continued) RETIREMENT INCOME OPTIONS 5 • At retirement,you can choose from a variety of income options, including lifetime annuities,guaranteed by TIAA.4 • Alternatively,you may elect to receive your accumulation immediately(in the form of a lump-sum payment)or over time,at whatever withdrawal pace fits your retirement income needs. CONTRACT FEES • Contract fees include amounts intended to offset recordkeeping and administrative expenses, as well as other contract-specific charges that may apply to your plan.6 • Contract fees have the effect of reducing the amount of interest credited. • The deduction of contract fees may result in your accumulation growing at a rate that is less than the minimum guaranteed interest rate. However,the value of your account will never decrease,even after contract fees have been deducted. • The contract fees that apply to your plan's contract can be found on your quarterly statement or by logging into our secure website,tiaa-cref.org. TIAA Stable Value may not be available under the terms of your employer's plan.In addition,TIAA Stable Value may not be available in all states.To find out if it is offered in your state,please call 800 842-2252. Important Information TIAA Stable Value is a guaranteed annuity contract issued by Teachers Insurance and Annuity Association(TIAA), New York, NY 10017. Contributions from different plans are pooled together and deposited in a non-unitized pooled separate account of TIM.This guaranteed annuity contract is not considered to be an "investment" or"security" under federal securities laws. In addition,the contract provides a guaranteed minimum rate of interest of between 1%and 3% (before deductions for contract fees).Contract fees are described in the annuity contract and are collected on a daily basis. Payment obligations and the fulfillment of the guarantees provided for in the contract in the accumulation phase are supported by the assets in the separate account. If the assets in the separate account are insufficient to meet these obligations,the shortfall is supported by the General Account of TIAA and is therefore subject to TIAA's claims-paying ability. Lifetime annuity payments are provided by TIAA,are subject to TIAA's claims-paying ability,and are not supported by the assets in the separate account.Past interest rates are not indicative of future interest rates. hisproduct is not a mutual fund,variable annuity or bank product.The obligations of TIAA are not insured by the FDIC or any other federal governmental ncy. provided for in the annuity contract, restrictions may apply to certain plan sponsor and/or participant-initiated transactions. Please refer to the annuity contract or certificate for further details. Contract Forms:TIAA Stable Value TIAA Contract form series—SV-01,TIAA Certificate series—SV-CERT1. 1 Although the liability to provide contract guarantees and accumulations is backed by the assets in the separate account,any amount to be credited above the minimum guaranteed rate is determined by TIAA.Contract holders and plan participants do not participate in,and do not receive the earnings of,the assets in the separate account. 2 TIAA Stable Value is offered through a group annuity contract issued by TIAA. During the accumulation phase,the annuity's guarantees are backed by a pooled separate account of TIAA that is insulated from any potential claims of TIAA's creditors or General Account policyholders. 3 Withdrawals prior to age 59 1/2 may be subject to a 10%federal tax penalty on earnings. °Lifetime annuities are paid from TIAA's General Account,are subject to TIAA's claims-paying ability,and are not backed by the insulated separate account. 5 To find out more about your retirement options, please call TIAA-CREF at 800 842-2252. 6 If your plan stops offering TIAA Stable Value and discontinues the annuity contract,a discontinuance fee of, at most,0.75%may apply during the time when the TIAA Stable Value assets are returned to your plan for mapping to another option. TIAA Stable Value is a guaranteed insurance contract and not an investment for Federal Securities Law purposes.Annuity contracts contain terms for keeping them in force. Investment, insurance and annuity products:are not FDIC insured,are not bank guaranteed,are not deposits,are not insured by any federal government agency,are not a condition to any banking service or activity,and may lose value. Teachers Insurance and Annuity Association of America(TIAA), New York, NY, issues annuity contracts and certificates. III ©2015 Teachers Insurance and Annuity Association of America-College Retirement Equities Fund(TIAA-CREF), 730 Third Avenue, New York, NY 10017 C21121 TIAA SV-16 Q4 DECEMBER 31, 2013 Columbia Management RiverSource Trust Stable Capital Fund - A Strategy Investment Objective The fund invests primarily in a diversified portfolio of bonds backed by the U.S.government,its Principal preservation and income while maximizing agencies,instrumentalities and enterprises backed by investment contracts in an attempt to income to participants maintain principal value.Investments may also be made in Ameriprise Trust Company government fixed income collective funds in an attempt to maintain principal value. Portfolio Management Process >James McKay,CFA >Leonard A.Aplet,CFA Investment contract issuers are selected on internal credit analyses of banks,insurance >Ronald B.Stahl,CFA companies and financial institutions for fund diversification and other purposes.For the bond >Gregory S.Stahl, Liechty portfolios,sector selection is based on the relative attractiveness between bond sectors and both quantitative and qualitative analysis helps to determine when sectors should be over-or under-weighted.Issue selection within sectors focuses on a bottom-up approach that seeks to CUSIP identify the most attractive government bonds,relative to current market conditions. Fund A Average Annual Total Returns(%) 03O77K446 Inception 3-mo. YTD 1- 3- 5- 10- Since date (cum.) (cum.) year year year year Inception Portfolio Characteristics Fund A(net of fees) 06/01/11 0.28 1.32 1.32 1.94 2.46 3.36 4.67 Fund Inception 04/05/93 Citigroup 3-Month T-Bill Index 0.01 0.05 0.05 0.07 0.10 1.59 - Fiscal year end 12/31/13 U.S.Treasury 3-Year Yield Index 0.16 0.57 0.57 0.55 0.82 2.19 - Total net assets(all classes,$m) 1,196 Number of holdings 704 Calendar-Year Total Returns(%) Blended duration(years) 2.26 2013 2012 2011 2010 2009 Turnover rate(fiscal year end,%) 35 Fund A(net of fees) 1.32 2.02 2.49 3.37 3.11 Market value/book value ratio(%) 100.8 Citigroup 3-Month T-Bill Index 0.05 0.07 0.08 0.13 0.16 Asset Allocation(%of net assets) S.S.Treasury 3-Year Yield Index 0.57 0.36 0.70 1.02 1.41 •Investment Contracts Columbia Trust Govt Money Market Fund 15.4 84.6 Ameriprise Trust Company Collective Funds are maintained by Ameriprise Trust Company,a Minnesota state chartered trust company. Columbia Management Investment Advisers,LLC("CMIA")acts as sub-adviser of the fund's bond portfolio. The performance information shown represents past performance and does not guarantee future results.The investment return and principal value of your investment will fluctuate so that your units,when redeemed,may be worth more or less than their original cost.Current performance may be lower or higher than the performance information shown. James McKay is an employee of Ameriprise Trust Company.Leonard Aplet,CFA,Ronald Stahl,CFA and Gregory Liechty are employees of CMIA,which acts as a sub-adviser of the fund. When making decisions about investing in your plan,you should carefully consider the investment objectives,risks,charges,and expenses of the fund. ended duration statistics combine weighted average life of any investments made for liquidity purposes and traditional guaranteed investment contracts,with the effective duration of onds for fund calculation.Market value/book value ratio is calculated by dividing the market value of the entire fund,including the bond portfolios that support the stable value contracts,by the book value of the entire fund.The book value for participants is their deposits plus their accrued interest,without regard to the market value of the underlying bond portfolios. RiverSource Trust Stable Capital Fund A invests exclusively in units of RiverSource Trust Stable Capital Fund I("the base fund")and,except for the fees and performance,the information herein reflects the base fund.Historical performance for RiverSource Trust Stable Capital Fund A is calculated based on the base fund;however,such performance includes all applicable fund fees and expenses. Q4 DECEMBER 31. 2013 �� ColumbiaM,'.ig,m,Hnt (((: RiverSource Trust Stable Capital Fund-A ��'� likpenses Diversification:Bond investments backing the Admin Trustee Other Expense& ' ' Total Fees&Expenses investment contracts Services Fee Fee Credit Rating(%of net assets) Fund A .000% .200% .179% .379% Treasury 24.8 Administrative services fees are paid to the plan's service providers at the direction of the plan.Trustee fees relate Agency 72.7 to investment management and other trustee services provided by Ameriprise Trust Company to the fund. ' Other expenses,such as audit fees,may be charged through to the fund and are reflected in the fund's net asset Cash and Cash Equivalents 2.5 value.The Other expenses reflected are based on assets as of 12/31/2012,and will vary based on the assets of the fund. Duration Distribution(%of net assets) ' The Trustee has voluntarily determined to pay out of its resources audit expenses which exceed.01%.This 0-1 year 24.9 arrangement may be modified or rescinded by Ameriprise Trust Company at any time. 1-3 years 34.7 3 Other expenses include investment contract wrap fees equal to.177%.These result from the book value wrap 3-7 years 39.0 coverage purchased from banks,insurance companies and other financial institutions.Such wrap fees are based on a 12-month period ending 12/31/2012 and are deducted from the gross returns and crediting rate of the fund. 7-10 years 0.6 Since the wrap fees are charged through to the base fund,the wrap fees for the sub-funds will be the same as those 10-15 years 0.8 disclosed for the base fund. Fixed-Income Sectors(X of net assets) U.S.Treasury 24.8 U.S.Agency 19.2 MBS 37.4 CMBS 16.1 Cash and Cash Equivalents 2.5 Top Issuers(%of investment contracts) RBC 25.8 Pacific Life 17.0 • Monumental 8.9 AIG 8.8 Natixis 8.1 The Citigroup 3-Month U.S.Treasury Bill Index,an unmanaged index,represents the performance of three-month Treasury bills.The index reflects reinvestment of all distributions and changes in market prices.The U.S.Treasury 3-Year Yield index is an unmanaged index based on the auctions of 3 Year U.S.T-bills or on the U.S.Treasury's daily yield curve as a performance benchmark for investors which represents a rate of return that investors would be able to get from almost any bank.It is not possible to invest directly in an index. Bond ratings apply to the underlying holdings of the Fund and not the Fund itself and are divided into categories ranging from AAA(highest)to D(lowest),and are subject to change. The ratings shown are determined by using the middle rating of Moody's,S&P,and Fitch after dropping the highest and lowest available ratings.When a rating from only two agencies is available,the lower rating is used.When a rating from only one agency is available,that rating is used.When a bond is not rated by one of these agencies,it is designated as Not Rated. Holdings of the fund other than bonds are categorized under Other. Percentages may not add up to 100 due to rounding. There are risks associated with an investment in a stable value fund with a bond portfolio(the assets that back the investment contracts),including credit risk,interest rate risk, counterparty risk,and prepayment and extension risk.In general,bond prices rise when interest rates fall and vice versa.This effect is usually more pronounced for longer-term securities. This fund is a collective fund,which is available only to participants of qualified employee benefit plan.s.The price and performance of this fund are generally not publicly reported.There is also no guarantee this fund will achieve its objective. This material is provided to plan sponsors and their third-party intermediaries for informational purposes only.To the extent any such recipient chooses to further disseminate this material to plan participants,Ameriprise Trust Company and its affiliates assume no responsibility for compliance with any laws and rules associated with such further dissemination. Furthermore,receipt of this material by a plan participant does not establish a relationship between any such plan participant and Ameriprise Trust Company or any of its affiliates. eriprise Trust Company Collective Funds are maintained by Ameriprise Trust Company and distributed by Columbia Management estment Distributors,Inc.,member FINRA.Columbia Management Investment Advisers,LLC and other affiliates of Ameriprise Trust Company provide investment advice for certain Ameriprise Trust Company Collective Funds and separate accounts in a subadvised capacity. These companies are part of Ameriprise Financial,Inc. ©2014 Columbia Management Investment Advisers,LLC.All rights reserved. Not FDIC Insured • No bank guarantee • May lose value 225 Franklin Street,Boston,MA 02110-2804 800.215.5005 columbiamanagement.com • • • Yields:CREF Money Market Current 7-Day Yield:0.00% Yields:TIAA-CREF Money Market Retirement Current 7-Day Yield:0.00% GREE Money Market Premier Current 7-Day Yield:0.00% -USED) CREF Money Market Institutional Current 7-Day Yield:0.00% USED) *The current yield more closely reflects the accounts current earnings than does the total return. %-ile-->Percentile Ranking in Morningstar Category. The performance data quoted represents past performance and is no guarantee of future results.Your returns and the principal value of your investments will fluctuate so that your shares or accumulation units,when redeemed, may be worth more or less than their original cost.Current performance may be lower or higher than the performance quoted below. For performance current to the most recent month-end,visit the TIAA-CREF Website at www.tiaa-cref.org,or call 877 518-9161. *The CREF Money Market Account are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Annuity account options are available through annuity contracts issued by TIAA or CREF.These contracts are designed for retirement or other long-term goals, and offer a variety of income options, including lifetime income. Payments from the variable annuity accounts are not guaranteed and will rise or fall based on investment performance. For the variable annuity accounts, we estimate expenses for the plan year based on projected expense and asset levels. Differences between estimated and actual expenses are adjusted quarterly and reflected in current investment results. Historically,the adjusting payments have resulted in both upward and downward adjustments. Investing in non-investment grade securities presents special risks, including significantly higher interest-rate and credit risk. Small-cap and mid-cap stocks may have limited marketability and may be subject to more abrupt or erratic market movements than large-cap stocks. The risks associated with foreign investments are often magnified in emerging markets where there is greater potential for For Institutional Investor Use Only.Not for Use With or Distribution to the Public • • • For,. `a s'S a @ < . tr + S # 4 4*, political, currency, and economic volatility. Funds that invest in fixed-income securities are not guaranteed and are subject to interest-rate, inflation and credit risks. Funds that invest in foreign securities are subject to special risks, including currency fluctuation and political and economic instability. Real estate securities are subject to various risks, including fluctuations in property values, higher expenses or lower income than expected, and potential environmental problems and liability. Any guarantees under annuities issued by TIAA are subject to TIAA's claims-paying ability. TIAA Traditional is guaranteed insurance contract and not an investment for Federal Securities Law purposes. TIAA-CREF Lifecycle Funds share the risks associated with the types of securities held by each of the underlying funds in which they invest. In addition to the fees and expenses associated with the Lifecycle Funds,there is exposure to the fees and expenses associated with the underlying mutual funds as well. TIAA-CREF Individual& Institutional Services, LLC,and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association (TIAA) and College Retirement Equities Fund (CREF), New York, NY. Investment, insurance and annuity products are not FDIC insured, are not bank guaranteed,are not deposits, are not insured by any federal government agency, are not a condition to any banking service or activity, and may lose value. Investment products are not FDIC insured, may lose value and are not bank guaranteed. You should consider the investment objectives, risks, charges and expenses carefully before investing. Please call 800-842-2776 or log on to www.tiaa-cref.org for a prospectus that contains this and other information. Please read the prospectus carefully before investing. Investment,insurance and annuity products are not FDIC insured,are not bank guaranteed,are not deposits,are not insured by any federal government agency,are not a condition to any banking service or activity,and may lose value. For Institutional Investor Use Only. Not for Use With or Distribution to the Public • • • 5 4,1 f * _:; x - #>„„ ac "` .a-;."^d ` L t✓`vx1's *' '' a'2 i t Ota m 3 s a .,�Fe ' em. �. You should consider the investment objectives, risks,charges and expenses carefully before investing. Please call 877 518-9161 or log on to tiaacref.org for a prospectus that contains this and other information. Please read the prospectus carefully before investing. TIAA-CREF Individual& Institutional Services, LLC,and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association (TIAA)and College Retirement Equities Fund (CREF), New York, NY. If the sample menu includes TIAA Traditional Annuity and/or TIAA Stable Value, please refer to the RFP responses and/or RFP Response Expense Supplement(s)for important additional details regarding estimated or actual expenses associated with these options. This model investment menu is provided as a sample menu. Clients can choose from 10,000+funds from our open platform when they finalize their menu.TIAA-CREF Individual & Institutional Services, LLC,and Teachers Insurance and Annuity Association (TIAA)and College Retirement Equities Fund (CREF), are not plan fiduciaries and do not provide investment menu advice or make recommendations. Morningstar is an independent service that rates mutual funds and variable annuities, based on risk-adjusted returns. Although Morningstar data is gathered from reliable sources, neither Morningstar nor TIAA-CREF can guarantee its completeness and accuracy. Morningstar does not rate money market accounts, and the other TIAA-CREF mutual fund accounts are too new to be rated. Past performance does not guarantee future results.Accumulation net asset values and returns will vary. For each fund/account with at least a three-year history, Morningstar calculates a Morningstar RatingTM based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund's/account's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. Where applicable, Morningstar's performance rankings are based on linked performance that considers the differences in expense ratios, while actual performance data shown does not reflect such differences.The top 10 percent of funds/accounts in a category receive five stars,the next 22.5 percent receive four stars, and the next 35 percent receive three stars,the next 22.5 percent receive two stars and the bottom 10 percent receive nna ctar /Forh chnro r6cc is rnsintarl 2c frnrtinn of nno fiinrl/2rrniint‘A,ithin thic cr2In and r2torl can2r2taly "A,hirh mw For Institutional Investor Use Only.Not for Use With or Distribution to the Public • • • ,„, ,„ „ „ , ,„ , LAIC Jlal. L.LIUI ILCU aJ a 11 a..Llll11 UI LAIC IUI IU/aL.L.UJUI IL Will lii1 LI IIJ Jl.a lc a11U I aLCU Jcl.lal aLCly, wl111.1I may cause slight variations in the distribution percentages.) Morningstar proprietary ratings on U.S.-domiciled funds/accounts reflect historical risk-adjusted performance, are subject to change every month.They are derived from a weighted average of the performance figures associated with its three-,five-and ten-year(if applicable) Morningstar Rating metrics. Please note, Morningstar now rates group variable annuities within the open-end mutual fund universe. INVESTING DATA GLOSSARY: Prospectus Gross Expense Ratio The percentage of fund assets used to pay for operating expenses and management fees, including 12b-1 fees, administrative fees, and all other asset-based costs incurred by the fund, except brokerage costs. Fund expenses are reflected in the fund's NAV. Sales charges are not included in the expense ratio. --The expense ratio for fund of funds is the aggregate expense ratio as defined as the sum of the wrap or sponsor fees plus the estimated weighted average of the underlying fund fees. --Often referred to as the Annual Operating Expense,the Prospectus Gross Expense Ratio is collected annually from a fund's prospectus. Prospectus Net Expense Ratio The percentage of fund assets, net of reimbursements, used to pay for operating expenses and management fees, including 12b-1 fees, administrative fees,and all other asset-based costs incurred by the fund, except brokerage costs. Fund expenses are reflected in the fund's NAV. Sales charges are not included in the expense ratio. --The expense ratio for fund of funds is the aggregate expense ratio as defined as the sum of the wrap or sponsor fees plus the estimated weighted average of the underlying fund fees. --Net reimbursements,the Prospectus Net Expense Ratio is collected annually from a fund's prospectus. --TIAA-CREF, unless noted, does not charge additional fees for record keeping a fund. 12b-1, revenue share and admin fees are all included in the Prospectus fees. --Prospectus Net Expense Ratio%- ile rank is the percentile rank for the fund. The better the expense ratio(lower)the lower the ranking out of 100. 12b-1 Fee The maximum annual charge deducted from fund assets to pay for distribution and marketing costs.Although usually set on a percentage basis,this amount will occasionally be a flat figure. Only active 12b-1 plans are represented here.This information is taken directly from the fund's prospectus. (Morningstar lists the maximum amount.) Record keeping Offset(TC) For Institutional Investor Use Only. Not for Use With or Distribution to the Public • • • The total revenue share (12b-1 and sub-TA fees)contractually agreed to by fund company to cover the cost of administrating the fund. The fee goes to off-set the costs of the plan. Revenue share is a by-product of share class and is decided once pricing requirements are known. The amount includes 12b-1. For TIAA-CREF options The revenue share contractually agreed to by TIAA-CREF to cover the cost of administrating the fund. The fee goes to off-set the costs of the plan. The amount does not include 12b-1. Sharpe Ratio(Source:Morningstar Direct) A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine reward per unit of risk.The higher the Sharpe Ratio,the better the portfolio's historical risk- ; adjusted performance.The Sharpe Ratio can be used to compare two portfolios directly with regard to how much excess return each portfolio achieved for a certain level of risk. Morningstar first calculates a monthly Sharpe Ratio and then annualizes it to put the number in a more useful one-year context. Standard Deviation (Source: Morningstar Direct) The statistical measurement of dispersion about an average, which depicts how widely a stock or portfolio's returns varied over a certain period of time. Investors use the standard deviation of historical performance to try to predict the range of returns that is most likely for a given investment.When a stock or portfolio has a high standard deviation,the predicted range of performance is wide, implying greater volatility. Information Ratio (Source: Morningstar Direct) Benchmark Specific Information ratio is a risk-adjusted performance measure.The information ratio is a special version of the Sharpe Ratio in that the benchmark doesn't have to be the risk-free rate. Beta (Source: Morningstar Direct) Benchmark Specific Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition. Alpha (Source: Morningstar Direct) Benchmark Specific A measure of the difference between a portfolio's actual returns and its expected performance, given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast, a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Tracking Error (Source: Morningstar Direct) Benchmark Specific Tracking error is a measure of the volatility of excess returns relative to a benchmark. Upside (Source: Morningstar Direct) Benchmark Specific Upside Capture Ratio measures a manager's performance in up markets relative to the market(benchmark) itself. It is calculated by taking the security's upside capture return and dividing it by the benchmark's upside capture return. Downside (Source: Morningstar Direct) Benchmark Specific For Institutional Investor Use Only.Not for Use With or Distribution to the Public • • • f 't; fi .ry?. Downside Capture Ratio measures a manager's performance in down markets relative to the market(benchmark) itself. It is calculated by taking the security's downside capture return and dividing it by the benchmark's downside capture return. R-Square (Source: Morningstar Direct) Benchmark Specific Reflects the percentage of a portfolio's movements that can be explained by movements in its benchmark. You cannot invest directly in index. TIAA-CREF reported performance may differ from Morningstar source returns for the same option over the same time period. We would expect an occasional one to two basis point difference. Morningstar Direct calculates returns by one share owned by a hypothetical investor over the requested time period. So the return for one year is calculated using the same formula as one month. TIAA-CREF calculates returns by$1,000 owned by hypothetical investor for one month then links returns for requested time period. Both set of returns include dividends and capital gains. C7860 For Institutional Investor Use Only.Not for Use With or Distribution to the Public rd�a,e • AAA WI Day PO,noma Onus law", Maass(I' •M Date OMS) mom, ndx r r s LIS de,as.mwn ers .xsso w Fw a ow Mau: , ew .z . s ...m»' rs `MI w 1M ikt, Y $ �(IM. }1 1111 '�i . ,run,n ,sru z ws.,e on.ro ros z z ear r.swu w a ....ors y aw n su T ^1! 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Y o.za z r ., xxa amu x t dean i„n,rnra • _—... ns'o.umw,ru, _ _ ,y r s s ees n .Veo,wnx.m.,rr,,,m so, asnr n. ,iz .2,a me ada6 ras ,ss ,u A ss> a+ sn „ur rnn s2, .us r2, ass�. im.. an" n w dW" MR a a . z woar.rs•xe,e 3,509 3,3 O1333331100,TO1360 srusr aMnrw,xw, ar,a� 3,o- ss.a w, r2,.. r. sst rets r .a. �. ea, u sae rzs are „„ w rr w �er,w x na C5101 o mar,,..m, b s a pem „ „a ,4 ,w a. . 1192 . RM. f a r 'usou.g,me P13 AUPec w, ,o, ,., ,.., Na�.ulraw� ,,,....„.., • .,-,......„. ,.... ...- --.„..,,,,.... ' •50 3. 1181 3,,331t13 en r33„„ A,04,1103 3, AS „/ 3/0 231 /03 3,10 en 013,33.3,1 33313,331,33331,3333,333 333 • „ih OE Sae., WWI . Co133.4,..•13.31333n, 333333,3„333,3„e, eax6.33,33/.33331,, „ 4 OSOF Vialci 34a31. RS. ' AnericanitindsLIALLCO/Wen0I34 3150,301,031,0 n1.31113,103,,,/ 11,313/3„0,16, ff WM/33,31M,30,333,, 12 336 36.333 3., 0 3 3„3 A 33X4431331rnern610anal33131,41/3e 34,1,101/1,33,300003,0 ,,,,,,,,,m13.333 NV 669/ 312 333 ) 131N133 1,36343,333.31.1%5 41134 133 3 I.3333/630/3/U, ... ,. „,---- --„-„„„ „--,,-,---,,, .0r....--- 1130/33..,3640,36.,/3 CREW , [WM / 3 /SOF CearednIesPia,145.3 3. 3313s1.336,336110,3333333 33 Vel 3.33m,1310,61,0331,6,33,3,33 Lova33,0,361,333ask/134.-of/331, 11 50812013 For imme/oni Imes,'Use 0„,Nor 3,„333,in,psenwooreico„P.6 Pricing Proposal for Town of Southold - July 8, 2015 Pricing Quote: Town of Southold is offered TIAA-CREF's retirement plan services for the Gross Revenue Requirement of 0.27% (27 basis points), before any offset from the revenue received from investments. We offer a bundled approach to our services; all expenses are included except for a participant loan initiation fee, transaction fees associated with the self-directed Brokerage Option, and optional services. There are no conversion, termination, or other miscellaneous fees charged. Additional Fees: • Loan Fees: A onetime fee of$75 will be imposed on each loan ($125 for a principal residence loan) and will be taken from loan proceeds. There are no ongoing loan maintenance fees. • Self-directed Brokerage Accounts: Transaction fees. TIAA-CREF guarantees the plan expenses and fees for the length of the contract based on • the following assumptions: • TIAA-CREF will be the exclusive defined contribution plan provider for Town of Southold's 457(b) plan • Five (5) year contract • Approximately 116 actively contributing plan participants • Approximately 185 total plan participants with account balances • Approximately $660,000 in annual plan contributions to TIAA-CREF • Approximately $17 million in plan assets will transfer to TIAA-CREF within 90 days of implementation • There are no asset liquidation charges on transferred assets • Utilization of TIAA-CREF's prototype plan document Services include but are not limited to: • Excludes days per year for onsite education/advice meetings • Annual fee disclosures. Ongoing regulatory disclosure assistance • Communication materials customized to reflect the Plan's provisions will be provided to the Plan Sponsor for distribution to participants We welcome an opportunity to discuss pricing scenarios under different models and assumptions. • Our fees represent a price for the bundled package of services described throughout our proposal. ©2014, Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017. Should any of the above assumptions change substantially, we reserve the right to modify our proposal. The fees offered in this proposal will remain valid for up to 180 days after the due date of this proposal. Please indicate your acceptance of the terms of this proposal within this time frame. • • ©2014,Teachers Insurance and Annuity Association—College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017. The Town of Southold July 30, 2015 MassMutual FINANCIAL GROUP' •e'll help you get there: ©2015 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)and its affiliated companies and sales representatives. r MassMutual Eric Wietsma FINANCIAL GROUP' Senior Vice President III Retirement Services July 22,2015 MassMutual Retirement Services 100 Bright Meadow Boulevard Enfield, CT 06082 Elizabeth A.Neville, Town Clerk Town of Southold 53095 Route 25 PO Box 1179 Southold,NY 11971-0959 Re: Town of Southold Request for Proposal Dear Elizabeth Neville, I am pleased to enclose our response to Town of Southold Request for Proposal. Thank you for the opportunity to participate in your search process. MassMutual acknowledges our ability to meet the requirements MassMutual At-a-Glance stated in your Request for Proposal. Our proposal complies with all requirements of the Regulations and the Model Plan. • Financial strength ratings among the highest in any industry MassMutual will continue reducing Town of Southold's administrative • Mutual structure enables long-term burden and helping their employees retire on their own terms. focus on client needs We will diagnose the health of the Town's plan and prescribe smart • More than$651 billion in assets under solutions to drive action tailored to the Town and their participants' management as of 12/31/20141 unique needs. • Ranked number 96 on the 2014 FOURTUNE 500 list2 We will continue to remain committed providing you with the information • that you need to make your decision with confidence. This Proposal includes Retirement Services Experience a description of the wide range of services we offer and provides comprehensive disclosure of the estimated expenses for the plan,our • More than 65 years in the retirement estimated compensation and the compensation we anticipate paying to your plan business financial intermediary.MassMutual is committed to full and open disclosure • Over$146 billion in retirement assets of the fees and revenue related to this product. under management as of 12/31/2014 MassMutual is uniquely positioned to succeed in the retirement plan business. • More than 35,000 plans and 2.8 million Historically,we have remained strong during changing market conditions. participants. Our rare combination of mutual governance, financial strength and commitment to the Retirement Services business makes us a compelling provider of choice. With one of the most experienced teams in the retirement industry, we understand the complexities of the industry and its trends. We apply that knowledge to our product service and technology strategies and provide custom solutions for each of our clients. If you have any questions about our Proposal,please contact Todd Theroux, Senior Relationship Manager, at(860) 562-7215. I will ensure that all of your questions are answered to your complete satisfaction so you can make your decision with confidence. Sincerely, Eric Wietsma Senior Vice President • 'Assets under management include assets and certain external investment funds managed by our subsidiaries 'FORTUNE Magazine,June 16,2014 Registered Representative of and securities offered through MML Investment Advisers,LLC.,a MassMutual subsidiary Supervisory Office:1295 State Street • Springfield MA 01111-0001 • (413)788-8411 Massachusetts Mutual Life Insurance Company and affiliated insurance companies • Springfield MA 01111-0001 MassMutual Financial Group is the fleet name for Massachusetts Mutual Life Insurance Company(MassMutual)mof which Retirement Services is a diiisionl and its affiliated companies and sales representatives_ CopVri_ht r 2015 Massachusetts Mutual Life Insurance Compam,Springfield.MA()I l l I.All rights reserved.www.massmutual.com The Town of Southold July 30, 2015 MassMutual FINANCIAL GROUP' •ell help you get there: ©2015 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)and its affiliated companies and sales representatives. Town of Southold July 30, 2015 SECTION I. • CONTRACTUAL REQUIREMENTS "Agree"or "Disagree"must be indicated for each of the following specifications.The following specifications can be found in either the Regulations or the Model Plan,all of which should have been enclosed as attachments.Please include reasons for any rejection or disagreement of any specification and alternative options,if applicable. There should be neither elaboration nor qualification for"agree"unless otherwise requested. Specifications of the Regulations 1. Section 9000.2(b)(4)-As a Financial Organization authorized to do business(provide investment products)in New York State,you agree that your firm is one of the following: (a)a Registered Investment Advisor,(b)a Bank or(c)an Insurance Company qualified under the laws of more than one state. Agree. If you are an Insurance Company acting through a subsidiary in New York State,then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company)is qualified to do business under the laws of more than one state. Agree. 2. Section 9001.2(b)-We have appointed a deferred compensation committee to act on our behalf and you • agree to interface with this committee.Additionally,we may decide to be the grantor of our own trust, then you also agree to interface with the trust and trustee: all funding contracts,of whatever nature, will be "issued to,owned and retained by the trustee". Agree. 3. Section 9001.4(a)through(d)-You agree to abide by all four(4)provisions. Agree. 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. Agree. 5. Section 9002.2(a)(6)- You will acknowledge in writing that you will act as a fiduciary under Section 457(g) of the Code and under State and common trust law principles with respect to all trusteeship, administrative,or investment matters for which you assume responsibility.Additionally,you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. Please note MassMutual's fiduciary status is limited to the extent that we have administrative or investment responsibility for the Plan or act as custodian under Section 457(g)of the Code.Further,MassMutual's indemnification is limited to actions brought against the Plan as a result of MassMutual's acts or omissions. • Town of Southold July 30, 2015 • 6. Section 9003.3(a)-Your proposal shall be in writing and contain a representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees,indirect fees and charges. Agree. 7. Section 9003.5(a)-All contracts and/or agreements shall be in writing,shall be awarded on the basis of a competitive bid,and shall not exceed five(5)years in duration,and shall impose no penalties or surrender charges for the transfer of any asset(s)or responsibilities on expiration of the contract or agreement. Agree. 8. Section 9003.5(c)-You will not permit any other Trustee,Administrative Service Agency,Financial Organization,independent consultant or person to provide services in respect to the Model Plan we have adopted. Agree. 9. Section 9003.7-You will not permit an investment of any amount,in any annuity contract providing for a term which could exceed five(5)years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. Agree. 10. Section 9004.1 -All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. • Agree. 11. Section.9005.3-Statements to participants will be provided at least quarterly,even in situations where no contributions are being made but funds are on deposit.You also agree to provide,at least annually,an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. Agree. 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. Agree. 13. Section 9006.2- You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof. Agree. • 2 Town of Southold July 30, 2015 Specifications of the Model Plan 41) 1. Section 3.2(a)-The Model Plan requires a minimum deferral amount to be$260 for any plan year.Your proposal will state this minimum requirement wherever requested. Agree. 2. Section 4.1 -You acknowledge that the amounts of compensation deferred by the participants will be invested,according to the participant's investment directions,no later than two(2)business days following receipt thereof,in the appropriate investment funds. Agree. • is 3 `!i Town of Southold July 30, 2015 SECTION II. TRUSTEE SERVICES NOTE: You may skip this section entirely if you are not a Financial Organization bidding to become Trustee. You do not need to copy any of the questions.Move to next applicable Section. Section 9002.1(a)of the Regulations states that assets must be held by one or more trustees pursuant to one or more trust agreements. Such agreements must satisfy all the requirements of Section 9002.1(b). Section 9002.1(b)also indicates who may be trustee.We reserve the right to create our own trust as provided by this Section 9002.1(b)but desire to explore the alternative of a Financial Organization acting as trustee. Please respond to each of the following statements if you desire to be considered as trustee. If any statement does not apply,please indicate so by responding: "Not Applicable". Requested Information A. The name of your firm,address,name of primary contact person and telephone number. Trust Services Reliance Trust Company 1100 Abernathy Road Suite 400 Atlanta,GA 30328-5646 • Toll-Free: 800-749-0752 Brian Larson,CRSP Vice President,Relationship Manager Reliance Trust Company 1100 Abernathy Road NE, Suite 400 Atlanta,GA 30328-5634 Phone:404-965-7210 Fax:404-965-7319 E-mail: massmutual@relico.com B. Whether your firm has provided trust services to any New York State municipality for their Code Section 457(b)deferred compensation plan. List names of all such municipalities. Yes. MassMutual utilizes third party trustee services for New York State deferred compensation clients including,but not limited to,the following entities: Plan Names City of Dunkirk Oswego County Cattaraugus County City of Syracuse Town of Pittsford Wayne County City of Tonawanda City of Salamanca/Salamanca BPU Town of Queensbury Orange County Broome County Town of Islip Community Development Agency Otsego County City of Rochester Westchester County Seneca County City of Oswego Wyoming County Town of Colonie Town of Newburgh Lewis County Town of Lyons Rockland County Town of Huntington • 4 Town of Southold July 30, 2015 C. Description of trust services you would provide acting as a Financial Organization rendering only trust services.Please specify all fees,expenses,charges and costs for the trustee services.Please provide disclosure of any compensation structure. Reliance Trust Company's dedicated public pension team will be servicing your account.This experienced group of professionals' service over 150 public pension plans and is responsive to the special regulations and reporting requirements of public pensions. A fee of$400 applies annually for the above third party passive trustee services.MassMutual will waive this fee for the Town of Southold. D. If you are selected as the Financial Organization acting as our trustee and desire to additionally respond to performing the duties of an Administrative Service Agency,as described in Sections 9000.2(b)(1)and 9002.1(b)(4)of the Regulations,please indicate your intention here. If you respond affirmatively,then it will be necessary for you to complete the questions in Sections III and IV addressed to the Administrative Service Agency bidder.However,in addition to stating your intention to bid,it is requested that you indicate here the effect this will have on any fees,expenses, charges and costs as distinguished from those previously stated in this Section. Reliance Trust Company and MassMutual have based this Proposal on providing a"bundled"approach to the Town of Southold.In addition to third party trustee services,we will provide all the necessary recordkeeping, administration,investments,education,and enrollment services for the Town's Plan.These additional services do not affect the cost of trust services referenced in"Question C"of this section. E. The trustee will also be requested to acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section • 9002.2(a)(6)and 9003.6 of the Regulations. Reliance Trust Company will acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section 9002.2(a)(6)and 9003.6 of the Regulations. F. Referring to Section 9005.4 of the Regulations,describe the type of bond and its limits that you will be furnishing.Include"cost disclosure" if it is your intention for us to satisfy any part of this obligation. Reliance Trust Company will provide appropriate bonding specific for the Town's program in accordance with the New York State Deferred Compensation Rules and Regulations,Section 9005.4.This is our standard practice for all New York Plans. G. Do you intend to supply us with a sample trust agreement for our consideration?If so,do you attest that ®= this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b)of the Regulations and Section 457(g)of the Code. Yes,see attached Sample Trust Agreement.The agreement meets all the requirements of Section 9002.1(b)of the Regulations and Section 457(g)of the Internal Revenue Code. • 5 Town of Southold July 30, 2015 SECTION HI. ADMINISTRATIVE SERVICE AGENCY/ FINANCIAL ORGINIZATION (Excluding Trustee) Please respond to each of the following statements if you desire to be considered as either the Administrative Service Agency and/or the Financial Organization. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Company Background A. The name of your firm,home office address,New York State address(if any),and the name(including title),address and phone number of your primary contact person whom we may contact about your proposal. Todd Theroux,Relationship Manager MassMutual Retirement Services 100 Bright Meadow Blvd Enfield,CT 06082 Telephone: (860)562-7215 Email: ttheroux@massmutual.com Leonora Lang Brisotti MS,CLTC,RIA Brisotti&Silkworth Insurance Telephone: (631)298-4747 Ext 113 Email: llbrisotti(a,financialguide.com Fax: (631)298-5496 Mark T. Gagen, CLU, ChFC,RHU, CLTC Roy H.Reeve Agency,Inc. 13400 Main Road P.O. Box 54 Mattituck,NY 11952 Telephone: (631)298-4700 Ext 27 Fax: (631)298-3850 B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b)deferred compensation plans for state and local government employers. In New York State such plans first materialized in 1985,include your specific experience in similar plans in New York since that time. MassMutual's experience and history gives us a strong foundation in providing the level of service and innovation our clients have come to expect. 6 Town of Southold July 30, 2015 =t MassMutual offers the Town of Southold over 65 years of experience providing the services described in this • request for proposal.We have provided plan sponsors with bundled administrative services including recordkeeping/administration,communication/education and passive trustee services,along with investment option flexibility. MassMutual's experience servicing state and local government retirement plans dates back to 1947 when we began providing defined benefits services to a housing authority plan that is still with us today. We expanded to providing 401(k)services to state and local government employers in 1973,and our operational areas have experience servicing 457 plans dating back to 1974.We currently service over 2,000 457(b)plans with 260,000 participants and over$12 billion in assets(as of 12/31/14).We service 71 457(b)plans in New York State with more than 27,000 participants and$1.7 billion in assets(as of 12/31/14) C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for?How many of these plans are New York plans? MassMutual currently funds and administers 2,612 deferred compensation plans with assets$12.9 billion. !: MassMutual currently provides full service deferred compensation programs to 71 New York Plans. D. In the past three(3)years has ay public employee Code Section 457(b)deferred compensation plan/program,regardless of geographic location,terminated your(parent,subsidiary or affiliate) services either through the competitive bid process or for cause?If so,by whom and under what circumstances? We are careful to respect client confidentiality.We have secured permission from several plans to serve as references and they have been provided below.Our approach is to contact our client first to ensure that the appropriate person at that firm is available,and then to provide them with the name of the individual who will • be contacting them. The following plans have transitioned from MassMutual to a new provider in the past three years: ®- Termination Client Name Date Reason for Termination Bethel Nursing Anastasios Markopoulos 67 Springvale Road Croton on Hudson,NY 10520 8/12 Formal bid process �= Telephone:(914)739-6700 x227 Town of Shelter Island Judy Meringer PO Box 970 4/11 Formal bid process Shelter Island,NY 11964 Telephone: (631)749-0291 City of Pasadena ®` Veronica Jones,Administrator 100 N Garfield,Room S-345 7/12 Formal bid process !_ Pasadena,CA 91109 ®_ Telephone: (626)744-4352 ®" 1110 7 Min Town of Southold July 30, 2015 E. List ten(10)client Code Section 457(b)deferred compensation plan references for which your organization provides services and/or investment products similar to those requested in this proposal.It would be preferable if five(5)of the references could represent different size clients(based on assets)from New York State,if possible.Please include contact person name,title,address and telephone number,number of participants and approximate size of plan assets and the number of years you have been providing services. Spreadsheet format preferred. Inception Case Name Participants Date Functions Performed Columbia County Participant recordkeeping, Internet Michaele Williams-Riordon Account Access,Account Access via 401 State Street,Hudson,NY 12534 Voice-Response Unit,Quarterly Telephone: (518)828-4086 340 2015 Statements and Quarterly Reconciliation,Marketing, Investment Education,Plan Enrollment Services and Transition. City of Rochester Participant recordkeeping,Internet Tassie Demps,Director of HR Management Account Access,Account Access via 30 Church Street,Room 109A Voice-Response Unit,Quarterly Rochester,NY 14614 2,229 1986 Statements and Quarterly Telephone: (585)428-7249 Reconciliation,Marketing, Investment Education and Plan Enrollment Services. City of Syracuse Participant recordkeeping, Internet Cindy Bersani,Plan Administrator Account Access,Account Access via 312 City Hall Voice-Response Unit,Quarterly • Syracuse,NY 13202 1,355 1988 Statements and Quarterly Telephone: (315)448 8334 Reconciliation,Marketing, Investment Education, Plan Enrollment Services. County of Madison Participant recordkeeping,Internet Cindy Edick,Plan Administrator Account Access,Account Access via P.O. Box 665 Voice-Response Unit,Quarterly Wampsville,NY 13163 292 1992 Statements and Quarterly Telephone: (315)366-2370 Reconciliation,Marketing, Investment Education,Plan Enrollment Services and Transition. Town of Huntington Participant recordkeeping,Internet Lisa Baisley Account Access,Account Access via 100 Main Street Voice-Response Unit,Quarterly Huntington NY 747 2003 Statements and Quarterly Telephone: (631)351-3027 Reconciliation,Marketing, Investment Education, Plan Enrollment Services and Transition. County of Oswego Participant recordkeeping,Internet Carol Alnutt,Personnel Dir. Account Access,Account Access via 46 East Bridge St Voice-Response Unit,Quarterly Oswego,NY 13126 710 2002 Statements and Quarterly Telephone: (315)349-8209 Reconciliation,Marketing, Investment Education,Plan Enrollment Services and Transition. • 8 ®e Town of Southold July 30, 2015 Inception i_ Case Name Participants Date Functions Performed Monroe County Water Authority Participant recordkeeping,Internet Diane Hendrickson,Plan Administrator Account Access,Account Access via 475 Norris Drive Voice-Response Unit,Quarterly Rochester,NY 14610 222 1987 Statements and Quarterly Telephone:(585)422-2001,ext.215 Reconciliation,Marketing, Investment Education,Plan ®_ Enrollment Services and Transition. - Westchester County Participant recordkeeping,Internet ®- Cindy Slade Account Access,Account Access via 148 Martine Ave,RM 720 Voice-Response Unit,Quarterly White Plains,NY 10601 5490 2006 Statements and Quarterly i Telephone:(914)995-2758 Reconciliation,Marketing, Investment Education,Plan Enrollment Services and Transition Town of Newburgh Participant recordkeeping,Internet Ronald E.Clum Account Access,Account Access via 1496 Route 300 Voice-Response Unit,Quarterly Newburgh,NY 12550 477 2011 Statements and Quarterly Telephone:(845)564-4552 Reconciliation,Marketing, Investment Education,Plan Enrollment Services. County of Wayne Participant recordkeeping,Internet Charles Dye,Plan Administrator Account Access,Account Access via 26 Church Street Voice-Response Unit,Quarterly Lyons,NY 14485 529 2003 Statements and Quarterly 1111 Telephone:(315)946-5883 Reconciliation,Marketing, _. Investment Education,Plan Enrollment Services and Transition. -- F. What professional liability coverages are maintained by your company for errors and omissions or any other act? MassMutual is self-insured for errors and omissions.Any claims of this nature would be paid from ii- MassMutual's substantial general assets.We also have Directors&Officers Liability Insurance.The limit is $185 million in a layered program with various carriers. G. Financial Organization's should provide appropriate"ratings"from the following: A.M. Best, Standard&Poor's,Moody's,and Fitch(formerly Duff&Phelps).Has your rating in any of these agencies fallen below"A-" in the last three(3)years.If yes,give complete details.If,as a Financial Organization,you have no ratings by any of these agencies,please explain. By all generally accepted measures-capital adequacy, liquidity,aasset/liabilitymanagement,and asset quality ii- -MassMutual consistently ranks among the strongest companies in the nation. The Company's reputation for fmancial stability and integrity is confirmed by all four of the industry's leading analytical services: A.M.Best Company A++(Superior) Fitch Ratings AA+(Very strong) Moody's Investors Service Aa2(Excellent) Standard&Poor's Insurance Rating Service AA+(Very Strong) Ratings are as of July 29,2015 and are subject to change. =_ III ®- 9 Town of Southold July 30, 2015 SIn recent years,a company's financial strength has become an increasingly important measure of its quality and performance. Massachusetts Mutual Life Insurance Company is highly ranked among approximately 700 rated carriers and is in the ninety-eighth percentile on the Comdex ranking. This ranking is a composite measure of financial strength that takes into account ratings from all four major rating agencies. H. Provide any additional information that would distinguish your firm. Our proposal for the Town of Southold's plan is designed to continue to meet the specific needs of the plan and its employees,today and for the long term. We will bring to your plan and participants demonstrated leadership and experience,adaptable solutions that position your plan for success-and we'll make it easy, every step of the way. Flexibility is a hallmark of our program,which is designed to grow as your plan grows,and that can evolve to meet changing and ongoing needs. Key features of our program include: Investment flexibility • Optimal investment flexibility through our open architecture platform(no proprietary fund requirements) and the fixed income investment option(s)of your choice • Investment options to meet the needs of every type of investor,including Target Retirement Date funds • Optional,independent,third-party co-fiduciary service,Fiduciary Assure provides added protection at no additional cost Flexible participant education • Award-winning education programs delivered in person(individual and group meetings), in print and online • Customized annual education and communications plan based on the Town of Southold's goals and • objectives,including results reporting • Participant investment guidance through Morningstar Online Our retirement experts—both locally and in our home office—will partner with you to make the day-to-day administration of your plan as simple and easy as possible.You can think of our team as an extension of yours: • Your dedicated plan manager,who has 1711 years of experience,will provide full,day-to-day plan support • You and your participants will receive client service from licensed representatives • Your regionally based Relationship Manager,Todd Theroux,will continue to provide ongoing personal service to your plan and routine plan reviews Our programs are backed by a company that has been trusted by millions of business and individuals since 1851. We've been a provider of workplace retirement programs for 65 years,and today,more than 44,500 plans and more than 3 million participants trust us to help them build a secure retirement. In summary,as trusted partners in your success,our retirement experts will position your plan for success, with unparalleled support every step of the way. • 10 Town of Southold July 30, 2015 SECTION IV. • SERVICES Please respond to each of the following statements if you desire to be considered as the Administrative Service Agency.If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers,if utilized. MassMutual's participant education platform includes materials designed to help participants make smart moves on the way to their retirement goal.Our materials are: • Broad-touching more participants than ever before ®_ • Actionable-focused on getting participants to take the next step • Individual-message and medium targeted to individual needs,not one-size fits all • Comprehensive-end to end(hire through retire)continuity of experience and message Most participants,even those with low activity levels,want to take the right steps forward to save for retirement.But they can often be frozen in fear and confusion amid the complexity of plan materials.By getting ®° in touch with this consumer insight,our program can help demystify the process and simplify the actions so you can engage and motivate participants even more effectively. • Enrollment Campaign: • Motivates employees to begin saving and investing in the plan; • Communicates plan features and benefits designed to make retirement planning easier; • Includes comprehensive disclosure materials which may include investment information,forms,required notices,or other communications. Ongoing Campaigns: • Targeted,needs-based campaigns address specific participant behavioral trends and include topics such as: o Increasing participation o Increasing deferral rates o Asset allocation o Consolidation o Catch-up contributions o Pre-retiree guidance Communications are distributed according to employee behaviors and preferences and actual results are measured. Specific materials your participants may receive include: i- Enrollment Behavior-changing Communications • Enrollment Books • Meeting:Traditional meeting or Web-based 1111 11 �• Town of Southold July 30, 2015 • 2. Briefly describe the types of marketing/promotional materials to be utilized. How will you work to develop a marketing program unique to our needs? MassMutual utilizes a three phased education cycle to develop a marketing plan unique to each client. We then utilize a variety of tools to support the plan. Phase 1-Identify the challenges—through a discussion with the Plan Sponsor we will identify the current challenges to participation. Phase 2—Set measurable goals—based on the challenges we will provide a detailed marketing plan. We will use a variety of tools including in person representatives,online tools and printed materials. Phase 3—Measurement of success—this is the most important component. We will review the results of the plan annually and adjust the plan based on changing goals and results. In-Person Group meetings Employees can learn about your program either by attending a group seminar or by meeting individually with Mark Gagen,your local representative supported by MassMutual Retirement Education Specialists(RES). These sessions provide the employee with important information regarding the Town of Southold's plan. One-on-one meetings Mark Gagen and MassMutual's Retirement Education Specialist Team will continue to conduct personal one- on-one consultations with your employees/retirees to assist them with goal setting,risk assessment,investment choice selection and more,as often as requested. Topics of discussion may include,investment types,risk and reward;how to make investment transfers/allocations,various distribution options and required minimum • distributions. These counseling sessions are arranged at a time and place convenient to the participant and agreeable to the Town of Southold. Along with our education program and informational seminars we also make tools available to your employees to use to identify retirement goals, learn about investing and obtain financial guidance. In Print—Communication Materials Enrollment Kits • Product and Investment Option Brochures; • Demographically-targeted,scheduled mailings; • Articles for use in your newsletter; • A"Catch Up Provision"brochure and mailer; • Quarterly Newsletters highlighting timely market and investment issues; • Quarterly Statements of Account and Performance Reporting; • Benefit Illustrations. Custom Participant Action Report(Deferral Illustrator)Mailings We provide a custom deferral illustrator report which uses an employee's current age, income, and tax filing status, among other information,to create a personalized retirement snapshot that includes: • A comparison of take-home pay using different contribution rates • A hypothetical account balance over time at several different salary deferral percentages • The effect of waiting even one year to start contributing to their retirement account • 12 Town of Southold July 30, 2015 3. Do you provide communications to participants on a regular basis,if so,please describe? Yes. In addition to our quarterly participant reporting,demographically targeted mailings sent directly to participant's home are available. 4. Will these services and materials be prepared and distributed at your cost? Yes.There is no additional cost to the Town. 5. What educational materials will be provided to the Plan to maintain compliance? We will continue to work with the Town to design and implement specific training programs for your administrative employees on an annual basis.Our Fiduciary Training Program includes an overview of section 404(c),our fund due diligence process,program education plan,seminar overviews,and investment concepts. Our dedicated compliance and legal staff ensures our policies,procedures and documents all comply with IRS rules and regulations.We actively monitor legislative and regulatory developments. We ensure the Town is kept up to date on important developments via: • RetirePoints,our electronic compliance newsletter, • Discussions with their Relationship Manager and/or Account Manager, • Meetings,and • Plan Actions and Plan Alerts on our plan sponsor website. Our plan sponsor website also includes Technical Advisory Services feature for the Town. Some of the i information available from this feature include: • Compliance Services-Compliance updates,detailed compliance information,legislative updates, compliance white papers and technical guides to assist the Town in understanding what impacts the administration of the retirement plan; • Consulting Services—Plan level specific information concerning plan provisions,plan design and �- information to satisfy current or proposed regulatory requirements or meaningful plan redesign related solutions;and -- • Reporting Services—required reporting information. Updates are also covered during semi-annual client service meetings. —' In addition,MassMutual also provides full assistance and sample documents to facilitate New York State plan filings and our staff works closely with our systems personnel to update our recordkeeping systems with legislative and IRS regulation changes. MassMutual will provide the Town with information relative to changes in the Internal Revenue Code and any regulations that may affect their program. 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location.How often are these type sessions proposed?Indicate the use and capabilities of laptop computers,if used. Employees can learn about their retirement program either by attending group seminars or by meeting individually with Mark Gagen and MassMutual's Retirement Education Specialist Team. These sessions provide the employee with important information regarding the Town's plan.During these meetings,both laptop presentations and software will be utilized to help participants determine the benefits of the deferred compensation program as a retirement savings tool. ®- 1111 13 Town of Southold July 30, 2015 • Along with our education program and informational seminars we also make tools available to our Representatives and your employees to use to identify retirement goals, learn about investing and obtain financial guidance. 7. Please describe,in detail,your one-on-one counseling sessions.Your response should emphasize how you plan to satisfy "the individual one-on-one on demand availability"of your enrollment specialist especially at times and locations convenient to our employees. Mark Gagen and MassMutual's Retirement Education Specialist Team will continue to conduct personal one- on-one consultations as an extension to group meetings with your employees/retirees to assist them with goal setting,risk assessment,investment choice selection and more,as often as requested.Topics of discussion may include,investment types,risk and reward;how to make investment transfers/allocations,various distribution options and required minimum distributions. These counseling sessions are arranged at a time and place convenient to the participant and agreeable to the Town. 8. What educational services are provided for retirees? MassMutual believes that education for retirees should begin prior to their actual retirement.As such,our educational model supports both those participants who are nearing retirement as well as those who are already retired. Samplings of our services include: • Mark Gagen and MassMutual's Retirement Education Specialist Team will meet with retirees,when requested,on an individual basis to discuss their personal situation.Additionally,she will be available to conduct presentations to retirees through group meetings. These presentations are further discussed below. • Dedicated Benefit Services Unit—MassMutual has a dedicated toll-free number that retirees can call to obtain counseling and information.The benefits distribution services unit will prepare personalized retirement illustrations,which display all distribution options and explain the applicable tax consequences • of these options. • Online support—through the Morningstar®Guidance OnlinesM guidance option,participants can obtain online access to innovative education and planning developed by a well-respected and trusted mutual fund information provider.Under this option,participants can use a six-step process to identify their retirement objectives,access investment articles and interactive tools through the Learning Station,and obtain additional information regarding each investment option at the Research Lab. • Group Presentations - Pre-retirees-for those who have started to plan for retirement,they'll want to ensure that they have adequate savings to see them comfortably through their later years.Now likely in their peak earnings period,they may want to consider ramping up their retirement contributions to meet these long-term needs. With only a few working years left,they may be concerned with maximizing their retirement savings without adding unnecessary risks. - For Retirees-for those just beginning to experience"the American dream",they will learn what to expect from Social Security.This seminar focuses on useful strategies to offset the risks of inflation, taxes and the market on their retirement plan including asset allocation and systematic withdrawal programs.For those concerned about the cost of healthcare,this seminar touches on health care options,the details of Medicare and Medicaid and the option of long-term health care insurance. Estate planning issues are also addressed,including beneficiary options and how to provide the most for heirs. 9. Describe your approach to asset allocation and diversification. MassMutual's Model My Goals asset allocation program provides plan sponsors the ability to tailor plan investment offerings to meet plan needs while offering participants a simplified,one-stop approach to investing. Our program consists of two sets of models: • Standard Models—Consisting of five risk based asset allocation portfolios(conservative to aggressive).The plan sponsor selects the investments which comprise each category(e.g.Large Cap Growth, Small Cap Value).Each allocation's model weightings are determined by Mesirow Financial Investment Strategies(Mesirow Financial*). 14 Town of Southold July 30, 2015 • Custom Models—Designing up to nine asset allocation models,the Town of Southold has the option of creating truly • custom models inclusive of the number,name,description,investment categories,percentage weighting.,and the selection of investment options to populate the models. *Advisory services are offered by Mesirow Financial Investment Strategies, a division of Mesirow Financial Investment Management Inc., a SEC Registered Investment Advisor. 10. How do you follow-up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date?Your comments on the one-on-one availability of your enrollment specialists for this function are important. We will continue to work with the Town to identify employees who were not available to attend a group ®= session.Once these employees have been identified,Mark Gagen and MassMutual's Retirement Education Specialist Team is available to meet with them on a one-on-one basis and to conduct enrollment and educational seminars like those outlined in our responses above.These meetings are conducted at the convenience of both the participants and the Town. 11.. Briefly describe your continuing education program,if any. Initially,we work closely with plan sponsors to determine annual plan objectives and design a communication and education strategy that will ensure that goals are met. The plan sponsor's role is to review and approve the communication plan prior to execution of the program. On an ongoing basis,our local management team meets frequently with plan sponsors to discuss and review the educational program and our performance. We also may use annual surveys to help the plan sponsor measure the effectiveness of our education efforts.We are happy to discuss this option with you. 12.. Do you attest that these Enrollment Services are provided only by a properly licensed representative: licensed to meet both Federal and New York State requirements? • Yes.All representatives providing enrollment services to the Town of Southold's plan are properly licensed to meet both Federal and New York State requirements. 1111 15 Town of Southold July 30, 2015 • Administrative Services Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? Yes. We offer a dedicated toll-free plan sponsor line(1-800-637-6444)that allows the Town to connect directly with their dedicated Account Manager. 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? MassMutual provides comprehensive assistance to our New York clients with respect to the New York State Model Plan Document. MassMutual works with the State to develop the necessary documents to comply with the Rules and Regulations.These documents are then forwarded to each of our clients for review. Once the documents are complete,MassMutual then forwards the information to the State for their acknowledgement. MassMutual provides this information each time the State requires changes to the Model Plan. 3. Does your company provide loans to participants? Yes. 4. Do you offer a loan feature? If yes,please describe. 110 MassMutual provides comprehensive loan administration and servicing. Key features and terms of the loan program are: • Requires completed Loan Application and Agreement(includes promissory note) • Minimum loan-$1,000 • Maximum loan-lesser of(1)$50,000 reduced by the highest outstanding loan balance during the preceding 12 months, or(2)50%of the total vested account balance One outstanding loan at a time • Loan proceeds(amount borrowed)withdrawn from participant account against all investment options(except SDBA if applicable)on a pro-rata basis • Loan amortization schedule provided with issuance of loan proceeds • General purpose loans amortized over 1-5 years • Primary residence loans amortized over 1-20 years • Loan repayments through payroll deductions,made at least quarterly • Loan repayments(principal and interest)credited to participant account and invested according to the then current investment allocation election • Rate of interest set at Prime+2%or a rate set and communicated to us by the Plan Loan Fees • A$50.00 fee is charged for the initial set-up of a loan • A$12.50 per quarter loan maintenance fee is charged Loan Program Administration The participant completes the loan request and submits it back to MassMutual. Currently participants provide a wet ink signature and a signed/notarized spousal consent document(where applicable). MassMutual processes loans on each business day of the month,using the account date of the previous business day. Loan checks are sent via U.S. Mail,unless otherwise specified by the participant.Participants who request • loans receive a confirmation statement reflecting the loan withdrawal from their account as well as a Loan 16 Town of Southold July 30, 2015 Repayment Schedule explaining their loan specifications and repayment provisions.Loan repayments can be . processed through the payroll deduction process. The actual record keeping process for loans issued will require a joint effort on the part of the plan administrator and MassMutual.While MassMutual will perform most of the calculations and adjustments to participant account balances,the plan/loan administrator must submit and identify the payroll deducted loan repayments in 11. the plan's contribution submission. 5. Will your company withhold,remit and report income taxes deducted from distributions?Does this service include the production and distribution all income tax reports to all the necessary parties as i required by federal and state laws? Yes.We calculate,withhold,and remit federal and state withholdings.Tax withholdings are reported at year- end to the appropriate authorities.The applicable forms are sent to participants and/or beneficiaries. 6. Specify all reports which will be issued to us,our participants and governmental agencies. We are confident that our standard reporting package will fully meet your needs. If you require specific reports in addition to our standard package,we will be happy to work with your plan to accommodate those needs. Reports The reports we will provide to you are described below.They are available as a download from our Retirement - Plans Web site.A hard copy can be provided upon request. Plan Summary Statement This quarterly statement summarizes all participant account values by investment option,providing the total contribution and withdrawal amounts for the quarter,as well as the totals since inception of the Plan.This summary is mailed within ten business days after the quarter end. III Ad Hoc Reports Customizable ad hoc reports can be requested via our Retirement Plans Web site.We can also provide hard copies of these reports upon request. Our Retirement Plans Web site reports allow plan sponsors to obtain ad hoc participant-level information in one consolidated file for each plan 24 hours a day,7 days a week. Some of the available reports include: Report(if applicable ) Description �- Participant Status Report Participant plan status and account balance. =_ Activity Report Participant contribution information and account balance. Allocation Report Participant allocation of future contributions. Age Based Report Participants over age 40 who have an account balance. Loan Detail Report Current detail of each individual loan by participant. Weekly Enrollment/Deferral Activity Enrollment and deferral rate changes by week. Report Defaulted Participants Report Participants with plan default investment elections. Address Report Participants with an undeliverable mailing address. Asset Rebalance Program Report Report detailing plan participants that are participating in an asset rebalance program(includes active and suspended -= programs). Plan Asset Allocation Model Summary Detailed plan information regarding Asset Allocation Models. Report _ Participant Asset Allocation Model Detailed participant information regarding Asset Allocation Summary Report Models and Glidepath. �= ACH Loan Program Status Report Participant ACH loan program status information. IIILoan Default Report provides a listing of loans which could be considered in _. Town of Southold July 30, 2015 Report (if applicable ) Description default. We provide you with access to the actual data in those reports and make it easy for you to download that data, so that you control the timing and the content and format of your reports(excel spreadsheet,comma delimited file or PDF).A partial list of the data elements available to you for your reporting needs on a 24/7 basis including: • Participant name • Participant SSN • Participant DOB • Participant account balance . . -. • Source of contributions - s-- •- • Date of last contribution • Amount of last contribution • Active/inactive status -�w,, - ,•a, • Investment choice by fund —• ... .- • Allocation%by fund • Balances by fund • Total plan assets """ `" 40.041, • Total plan participant count • Total assets by fund($and%) $t � ^ • Fund prices and shares • Internet site activity statistics • Internet site transfers • Internet site elections • Internet site activity by web page • (participant and plan sponsor) MassMutual will continue to provide the following standard reports to the Town of Southold's participants: Report Description Statement of Account We provide a quarterly Statement of Account,which is mailed directly to participants' homes,by the tenth business day after the quarter end.An individual statement is produced for each participant who has had financial activity during the period or has cash values in their account as of the end of the period. Transaction Confirmations We produce a confirmation for both financial and non- financial transactions processed on a participant's account. This document reports all the specific elements of the transaction, specific key inception to date financial information and current cash values by investment account. This report is mailed the business day following the processing date and is sent directly to participants. Tax Forms These forms are provided annually to any participants who have received a distribution during the tax year. Participants may also print a copy of their most recent Statement of Account from our Retirement Plans website. • 18 Town of Southold July 30, 2015 7. The Committee anticipates plan expenses related to the administration of the Plan.Would you be willing • to reimburse the Committee for these expenses and if so,to what level? At the point of renewal,excess revenue can be made available in the form of a Plan Expense Reimbursement Account(PERA)which will be available to offset other plan expenses,if requested by the Town of Southold. MassMutual is able to accommodate a PERA that will cover plan expense at the Town's request. The PERA will be available for$12,750 annually. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as"Voice Response Systems"or automated options.Include security features and voice options,if applicable. MassMutual offers access to a dedicated toll-free automated phone line available 24 hours-a-day,7 days-a- week.Our system is equipped with its user friendly Natural Voice Recognition technology. This technology allows participants to speak his/her reason for calling in their own words"naturally",while the systems knowledge identifies key words and routes the call appropriately.Through our automated phone line participants are able to: • Obtain the General Account interest rate • Obtain account values • Obtain balances of all funds • Obtain fund allocations • Change fund allocations • Change Personal Identification Number(PIN) • • Transfer money between accounts • Receive market commentaries • Obtain forms • Obtain contact information • Opt out to speak to a Customer Service Representative. A participant can speak with a Customer Service Representative or a Benefit Options Representative by speaking the word"Representative".Our call center hours are Monday through Friday, 8:00 a.m.to 9:00 p.m., Eastern Time. The number to reach our call center is(800)528-9009.By speaking with one of these individuals,participants have the ability to obtain the above,plus: • Request changes to payroll deductions • Receive investment information • Request forms • Learn about plan rules • Obtain legislative information • Setup dollar cost averaging • Initiate loans and withdrawals • Process address changes • Change beneficiary information • Obtain a participant Statement of Account • Obtain tax forms • Change Personal Identification Number(PIN) • Ask questions about their account or any financial transactions in process • Request fund performance • Request a distribution illustration 1111 19 Town of Southold July 30 2015 • • Discuss distribution options. We are equipped to receive calls from hearing-and speech-impaired individuals through a Telecommunications Device for the Deaf(TDD)service. 2. Can your customer service representatives assist non-English speaking participants? Yes. MassMutual's automated phone line is available in both English and Spanish. Participants have the option to opt out to a Customer Service Representative to obtain plan information,execute transactions or request assistance on how to use our automated phone line.We have a well-trained and capable staff in the Participant Information Center who are bi-lingual in Spanish and English. For additional languages, MassMutual utilizes Voiance as our translation service to support over 300 different languages. Their solutions include: • Over the phone interpretation services • Document translation • Localization services • Onsite interpretation services We understand the importance of being able to effectively communicate the benefits of the Town of Southold plan with every employee. We strongly believe that language barriers should not be a hindrance to employees learning about and participating in their company retirement plans.We provide participants with valuable resources to access their retirement account information in a language they are comfortable with utilizing. 3. Describe your Internet strategy.What features are currently available on your website?What services are you developing for the near future?What security safeguards are used? • We will continue to provide dynamic Internet services as a core program feature to the Town of Southold. Our Retirement Plans interactive,transactional website provides participants with a significant advantage and puts their retirement program on the cutting edge of today's technology. For employees who have not yet participated in the plan,we provide informative articles regarding retirement plans and interactive retirement savings,as well as inflation calculators to assist with future planning. The following describes our participant website account access,education and transaction capabilities: • Total account balance broken down by source and investment choice • Current elections(how future payroll contributions will be allocated) Mas.Mun>✓i • Date and amount of last contribution Ftnanael Professional • Loan information, if applicable • Quarterly Statement of Account Welcome to MassMutual • Historical performance for all investment Retirement Services choices, �+ • Personal rate-of-return ' • • Unit/share values for all investment choices • News items posted for the plan participant by r Financial Professional the plan • Investment option information "''r.°,.. � • Interactive transaction history °'E"'°"° L.. : ® • Asset rebalancing • Electronic enrollment • Self-paced education tools 41) • Retirement planning tools—including calculators, Retirement Goal Planner, Cost of Waiting Calculator, Retirement Savings Estimator 20 Town of Southold July 30, 2015 • Morningstar®Guidance OnlinesM • Plan Sponsor Internet Capabilities Utilizing our Retirement Plans website flexibility,plan sponsor's may customize their website by adding their logo and incorporating plan specific content to the sections of the website that have been set aside for custom messaging and plan news. The following describes our plan sponsor website access to plan level information: • Total number of participants in the plan • Total plan assets broken down by source and investment choice • Access to participant account information • Historical performance for all investment choices • Unit/share values for all investment choices • Quarterly plan Statement of Account • Participant status report • Participant activity report • Internet activity report • Education activity report • Participant allocation report • Participant salary deferral summary report • Participant enrollment information and file downloads • Administrative forms that the plan sponsor can print and use • News items posted for the plan sponsor • Payroll remittance submission capability • Internet data submission capability including ability to submit contribution remittance and employee status information. • Ability to customize to feature your logo and participant news items • • Plan Sponsor"Toolbox" Plan Sponsor and Participant website demonstration: Government Plans:http://retirement-dev.massmutual.com/rsgovnp/ From here the user can choose the different roles: participant,sponsor or advisor: • Participant:http://retirement-dev.massmutual.com/rsgovnp-participant/ • Sponsor:http://retirement-dev.massmutual.com/rsgovnp-admin/ On the Retirement Plans welcome screen click on"Log in."Then enter the following: User ID: demoplan PIN: password Once in the demonstration,you will be prompted to enter a Challenge Phrase.Follow the instructions on the screen to continue. Once you successfully pass the challenge phrase,select"Click here to continue." From the"My Plans"screen you may select the account you wish to view. Internet Security Features MassMutual's Retirement Plans website utilizes a Firewall and a DMZ area for security.Access to the Internet is allowed only if the user has a valid ID and Password. Once the ID and Password are authenticated a Secure Socket Layer(SSL)connection is established to the participant's browser and only encrypted information is passed between our Internet site and the participant's browser. • 21 Town of Southold July 30. 2015 • 4. Please describe the settlement options available to each participant at retirement,voluntary termination and death.Please state your compliance to reflect the Board's continued prohibition on annuity distribution options(Section 9003.7 of the Regulations). MassMutual is able to provide for the full disbursements of benefits under your plan in accordance with the Internal Revenue Service and New York State Regulations. We provide both Systematic Withdrawal Options and Lump Sum Distributions. Systematic Withdrawal Option(SWO) This option allows a terminating/retiring participant to select a specific level payment amount from his/her account. Their account balance continues to earn the annual rate of return of the General(Declared Rate) Account and/or participate in the current performance of the applicable variable account's portfolio. Minimum Payment $100.00* Amount Maximum Payment None Amount Payment Frequency Monthly,Quarterly, Semi-Annually or Annually *The frequency of payments may vary in order to meet the minimum payment amount. Lump Sum Payment An eligible participant may elect to take the value of their account in a single lump sum payment. Note: In the event that the New York Regulations change and allow for annuity distribution options, we are able to provide those at no additional cost to the Town of Southold. • 5. In the event you are asked to administer our plan alongside another provider(s),please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers.Describe in detail the forms,signatures and overall process that you require. We utilize a provider-to-provider form to transfer plan assets between programs. Upon receipt of a transfer form in good order,before 4:00 PM EST,(or the close of the NYSE,if earlier),we process the provider-to-provider transfer the same day that it is received and mail the check by the end of the next business day.All distributions and transfers are completed by the end of the next business day from the day of receipt. • 22 Town of Southold July 30, 2015 Recordkeeping System 4110 1. Specify the basic recordkeeping system to be provided for our plan,with particular reference to the ability to receive,disburse,control and audit deductions,and to ensure timeliness,accuracy and confidentially of records and describe the software used. We license the SunGard Omni Plus recordkeeping software package.The SunGard OmniPlus system is one of the most used and respected recordkeeping packages in the industry and is used by most of our competitors. The flexible design of the system allows each company to develop their own unique interfaces and peripheral applications. In addition to the OmniPlus recordkeeping system,we have licensed and implemented the Natural Voice Recognition technology,which is integrated with the core recordkeeping engine. We have developed an external money collection and reconciliation system,as well as new business and several customer service systems.We implement enhancements to the applications,which surround the OmniPlus core engine on a monthly basis. We implement core recordkeeping enhancements from the vendor on an as-needed basis,usually three times a year. All transaction history is maintained on the recordkeeping system and all transactions develop clear audit trails. Records are maintained in confidence with duplicate records, including microfilm copies,kept in off-premises storage for security purposes.Passwords are required to access the recordkeeping system. Changes made through our automated phone line system are also maintained.Transfers among investment options received prior to 4:00 p.m.ET are processed using the price determined as of the close of business that �= day on a LIFO(last in,first out)basis.Contributions received prior to 4:00 p.m.ET on a valid business day are applied to accounts using the price determined as of the close of business that day. 11111 2. Briefly describe data processing operations,including the media by which your company can receive payroll deduction information,and its security provisions.Include a statement about your disaster recovery plan and its site location.Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b)of the Regulations. The staff that services our 457(b)clients utilizes numerous checks and balances at various levels to guarantee the integrity and accuracy of the plan,including participant account data. Data and Cash Processing: When a payment file is first received,character and position length is validated to ensure that the client file correlates to our specification.Any errors outside of the specification are automatically and immediately moved to separate data files,applicable reports are generated and the Plan Manager is promptly notified.In turn,the Plan Manager analyzes the error and contacts the plan sponsor for prompt resolution of the outstanding item(s),if necessary. After validating the aforementioned edits,a comparison of the participant detail received to the total financial amount received is performed.If both are in good order,the information is released to the recordkeeping system. Once the data has been released to the recordkeeping system for allocation posting,additional edits take place to verify that all participants on the remittance file are actually in the recordkeeping system(i.e.,are they properly enrolled,are the contributions being allocated to the right plan,etc.). Any discrepancies are referred to the Account Manager for prompt resolution,through discussion with the participant or plan sponsor as required. 23 IPA Town of Southold July 30, 2015 Transactional Processing: In addition to using a recordkeeping system that has been tested and validated for all transactions,our service center staff quality checks inter fund transfers,allocation changes and contribution increases that are processed to ensure accuracy.All withdrawal requests are quality checked. Of course, in the event that a MassMutual service representative makes an error on a participant's account,we will correct the error in full. Online copies of key production data files are made before and after critical batch processing. Complete system backups are made nightly to tape. Copies of tapes are stored onsite and with our disaster recovery provider. Periodic archive copies of files are made and stored for at least 10 years.A documented disaster recovery plan is in place to support this system's environment,which is tested at least annually. We utilize alternate data centers for disaster recovery purposes. The process has been tested twice successfully in the last several years. The tests have included not only the recovery of the central recordkeeping system,but full utilization of all interfaces. 3. Indicate all interfacing: payroll deduction inputs, required certifications and any other transactions, specifying all direct and indirect costs. Specify how payroll deduction information is to be supplied. Indicate ability to interface with internal data processing systems. We offer several automated methods for your plan to remit participants' contributions at no additional cost to the Town of Southold.All three options are easy, secure and are available at no additional cost to you or your participants. E-remittance-An Internet service for participant contribution submission.Once your plan is active you will have the ability to access a template at our Retirement Plans website that includes all of your participants'names and Social Security Numbers. You can then input the contribution amounts for the selected pay period and send • the information to via our secured website.You will be able to modify this template for future payroll cycles. File Submit-An Internet service that allows you to send a data file containing participant contribution and loan information(if applicable). This option is recommended for plans with more than 100 participants. E-Payment-We have a payment option that gives you an opportunity to submit contributions and loan repayments by requesting an ACH debit over our secure website. Our Automation Team is available to assist you in implementing any one of the above options. • 24 Town of Southold July 30, 2015 SECTION V. INVESTMENTS Please respond to each of the following statements if you desire to be considered as the Financial Organization. If You feel any statement does not apply,please indicate so b responding: "Not Applicable"and provide your reasoning. Fund Offerings Information should be for the most recent calendar quarter completed. 1. Describe fully the various attributes of each investment option your company has to offer.For each option include an Investment Options Summary sheet which includes the funds objective,portfolio statistics,asset allocation,top 10 holdings,and industry diversification. MassMutual will continue to offer a program to the Town of Southold that incorporates a wide array of investment choices,award-winning customer service,state-of-the-art technology,investment advisory services,plan oversight and a comprehensive education program for your participants. Our"DC Plus"Deferred Compensation program is funded through an unregistered group variable annuity contract.This product offers unique benefits to both the plan sponsor and participants.All features that are described within thisquestionnaire are consistent with ourproduct offeringunless otherwise noted. � Our investment options are designed to meet the specific objectives of the Town's participants. MassMutual offers a fiduciary and investment selection service by Mesirow Financial Investment Strategies • (Mesirow Financial). Fiduciary Assure®-Professional Advice for Plan Sponsors The Mesirow Financial service is an investment selection recommendation service that can help with the responsibility and liability associated with defined contribution plans. Through this service Mesirow Financial, 1)employs a rigorous investment selection methodology for compiling a premier investment option lineup,2) provides a sample Investment Policy Statement,and 3)includes guidelines for making investment option selections within the plan.In addition to these robust benefits,perhaps the most appealing benefit to a plan sponsor is that Mesirow Financial solidly backs its advice by accepting co-fiduciary responsibility with the plan sponsor with respect to the investment selection. As a client of the Mesirow Financial Investment Strategies service you will receive: • A recommended list of core asset classes • A recommended list of supplemental asset classes • Recommended investment options • Sample Investment Policy Statement • Quarterly monitoring • Quarterly market commentary • Co-fiduciary responsibility • Indemnification upon breach of duties Advisory services are offered by Mesirow Financial Investment Strategies, a division of Mesirow Financial Investment Management Inc., a SEC Registered Investment Advisor. 25 Town of Southold July 30, 2015 • 2. Describe fully your"fixed" investment option. Include a one-page summary including applicable rates for the current calendar year,asset composition,and rating methodology. Our General(Declared Rate)Portfolio has historically provided very competitive returns to investors seeking a guarantee of principal and high current income. The Town of Southold's interest rate is crediting interest rate is 2.50%and will remain until December 31, 2015. The Town's future crediting rates will not be below the rates set in the following schedule: • Year 1 —2.50% • Year 2—2.50% • Year 3—2.25% • Year 4-2.25% • Year5-2.25% For the life of the contract the General(Declared Rate) Portfolio will not credit less than 1.00%. General(Declared Rate)Portfolio A declared interest rate is established for contributions received in each calendar quarter.This declared interest rate is guaranteed to the end of the calendar year in which contributions are received.At the end of each calendar year,that year's contributions are combined with contributions from prior years,and a guaranteed rate is established for all of the"old"money for the upcoming year. The"old money"rate is set at our discretion and the company fully intends to continue this practice to ensure that the interest rate being credited is competitive within the industry. Please refer to the attached General Account Exhibit. 3. Does your company offer a self-directed brokerage window as a potential option?Please fully describe the services and fees associated with the administration of the brokerage accounts. MassMutual has negotiated an arrangement with Charles Schwab&Co.,Inc.and its subsidiaries to provide access to a Self Directed Brokerage Account(SDBA)service. Through this account,participants may purchase mutual funds,stocks*,bonds*,and other securities using Schwab as the broker to execute all trades within the SDBA. *Certain program types may only invest in mutual funds. A key advantage of the Schwab Personal Choice Retirement Account®(PCRA) is that, if desired,you may choose to limit the universe of investments available to participants to exclude certain securities,or even a whole group of securities. For example: Mutual Funds • Allow all mutual funds • Restrict all mutual funds • Indicate specific mutual funds that can be traded • Provide no-load/no-transaction fee mutual funds only(i.e.,OneSource and Schwab Funds) The participant's quarterly statement provided by MassMutual will reflect the aggregate value of the SDBA if applicable. In addition,Schwab will report PCRA account holdings on a retail brokerage statement. For each month there is activity in the brokerage account,a statement will be generated. If there is no activity, a participant will receive,at a minimum,a quarterly statement.All transfers and distributions into and out of the PCRA SDBA as well as transactions within the PCRA will be reflected on the participant's brokerage • statement. 26 Town of Southold July 30, 2015 MassMutual's Standard Minimum Requirements: • To enroll in Schwab's PCRA,the total account value in your investment options through MassMutual's Core accounts must be at least$5,000. • Initial Transfer Minimum: $2,500 • Ongoing Transfer Minimum: $1,000 • Transfers to the SDBA cannot result in the SDBA account value exceeding 50%of the overall MassMutual Retirement program value(i.e.,the sum of MassMutual Core account balances,and the SDBA balance). The brokerage option is only available for transferring existing balances.When money is transferred to a PCRA account it is automatically deposited to a default money market fund.From that point,participants may direct the funds as they choose. Fees/Charges(if applicable): • Schwab transaction fees vary and are deducted directly from the Schwab PCRA. • An annualized SDBA maintenance fee of$50.00,for your program,which is deducted,from MassMutual Core accounts on a quarterly basis($12.50 per quarter). Charles Schwab Charles Schwab&Co.,Inc. is the number one discount brokerage service in the United States. Schwab has been servicing individual investors since it was first incorporated in 1971 by providing brokerage and related investment services.MassMutual and Schwab have developed the technology and procedures to bridge all the expertise of Schwab's brokerage business to the needs of our retirement program clients utilizing Schwab's Personal Choice Retirement AccounC(PCRA),a SDBA designed specifically for retirement programs. Schwab has been offering its PCRA since 1994. 4. Illustrate in spreadsheet format provided,(see Exhibit A)the"variable"values for each equity type investment.Please give annualized returns for`year-to-date','one year', `three year','five year' `ten • year' and `since inception'values. Please refer to the attached Performance and Fees Exhibit. 5. Illustrate in spreadsheet format provided,(see Exhibit B)all charges including loading costs,policy fees, surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. Please refer to the attached Performance and Fees Exhibit. 27 Town of Southold July 30 2015 Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions, termination/withdrawal of contract provisions,any other restrictions or penalties,etc.,etc. Include any information on "unrestricted"and/or"free" transfers or plan transfer limitations. When a participant requests a change to their account,whether it is an investment allocation change or an inter- fund transfer,trade instructions must be received and confirmed in good order by MassMutual prior to 4:00 p.m., Eastern Time,or the close of the New York Stock Exchange(NYSE),whichever comes first.Any trade on a contract received after 4:00 p.m.,Eastern Time,or the close of the market will be priced at the close of the next valuation day.A confirmation will be mailed to the participant's home the business day following the day the request was processed. Transfer Policies: MassMutual is obligated to provide,at a fund's request,tax identification numbers and other participant identifying information contained in our records to assist the fund in identifying any pattern or frequency of transfer activity that may violate their trading policy. MassMutual is obligated to follow each fund's instructions regarding enforcement of their trading policy. Penalties may include,among other things,temporarily or permanently limiting or banning transfers into a fund or other fund's within that fund complex. Each calendar year,we reset participant transfers to allow 20 new sub-account transfers by all approved methods. • 2. Identify any other charges or limitations not described in the previous responses. There are no other charges or limitations not previously disclosed in this proposal. We have stringent service standards that we guarantee to our clients and we will work with you to ensure we meet your specific needs. 4111 28 Town of Southold July 30, 2015 SECTION VI. S CONVERSION SERVICES NOTE: The following questions are to be answered nAi by an Administrative Service Agency bidding on an existing case that is administered by another provider:not on cases where you are the incumbent or on new cases that haven't had a prior plan.If these questions do not apply,you may to the next section without copying the questions. Experience 1. Provide a detailed description and complete history of Code Section 457(b)plans that you have been successful in taking over completely.Include entity name and date of takeover,the name of the former provider,the asset size of the plan,the number of participants,transition time,staffing requirement and other detail you believe is significant. Not applicable. Process 1. Fully describe transition activities stating the time frame for a complete transition.Identify any cost to us or to our participants for each step or phase: for the complete conversion. Not applicable. • 2. What on-site support will be provided during the transition?Who will provide this service?Would the key individuals be willing to meet with the Plan? Not applicable. 3. What impact,if any,would there be on our plan if you were to be appointed the sole administrator?For example,would fees be reduced,would we qualify for additional services,etc.,etc. Not applicable. 4. Please provide references for three plans you recently transitioned. If possible,please provide those located within New York. Not applicable. • 29 Town of Southold July 30, 2015 • Exhibit A Fund Offerings- Section V, question 3 Illustrate in spreadsheet format provided,the "variable" values for each equity type investment. Please give annualized returns for`year-to-date', 'one year', `three year', 'five year' and `since inception' values. Fund performance should be net of all administrative charges,fund level expenses,and other fees or charges assessed. See attached Investment Analytics Report which contains both active and passive managed investments options available to the plan. • • 30 Pf- Town of Southold July 30, 2015 • Exhibit B Fund Offerings - Section V, question 4 Illustrate in spreadsheet format provided, all charges, including loading costs, policy fees, surrender charges, actuarial margins, asset fees, transfer charges, distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. See attached Investment Analytics Report which contains both active and passive managed investments options available to the plan. • 31 �, • QuarterlyInvestment AnalyticsReport Data as of 03.31 .2015 NOT FOR USE WITH PARTICIPANTS E. M FINANCIassMutualAL GROUP INV-aL1a.pdr We'll help you get there: Contracts are issued by Hartford Life Insurance Company.Contracts are administered by Massachusetts Mutual Life Insurance Company. The DCPIus TM program is funded by a group variable annuity contract(Countrywide:HL-17402(WA,PA,WI.)All contracts are issued by Hartford Life Insurance Company, Simsbury,CT. MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)and its affiliated companies and sales representation. The investment options in your plan are available through a group variable annuity contract offered to fund retirement programs. The information in this report is for the underlying mutual funds. Your plan does not invest directly in the underlying mutual fund. PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS.Performance results include reinvestment of all distributions at net asset value.The investment return and principal value of the investment will fluctuate so that shares,when redeemed,may be worth more or less than their original cost.Current performance may be lower or higher than the performance data quoted.For performance current to the most recent month ended,investment representatives may call 1-800-874-2502,option 4 to obtain a program proposal. Existing customers may refer to your plan's website at www.massmutual.com/planserve for performance specific to your plan,which is net of any fees and expenses charged by MassMutual. Performance values do not include the effect of up front sales charges since any sales charges are waived for contributions to the retirement program. You should carefully consider the investment objectives,risks, and charges and expenses of the group variable contract and its underlying funds before investing. This and other information can be found in the disclosure documents and the prospectuses for the underlying mutual funds, which can be obtained from your investment representative or by calling 800-637-6444. Please read them carefully before you invest or send money. NOT FOR USE WITH PLAN PARTICIPANTS RS-32704 DCP1us : Invest Analytics Report Y P of 03/31/2015 Shur)-Terni Per I,':.:nee I.ung-'I-era.l'erf: e.::rr Sr311 k/Itrf urn Baia Srr Itf.L/1<conn Data F nml to 11 5.1„., Set Inception Sh:upe I.I1111,1 I Waits Symbol Fund Na mei Index Name /Categnn Name (late the 1111 I 5 r S 5 r 5 1 r til- IRaa .51p1ar It Sgt Si 1k, 0aliu It.1110' UM.'" BondF Corporate Bond DF.LAX Delaware Extended Duration Bond Inv Opt 9/15/1998 3.20 3.20 12.34 9.71 11.37 9.29 0.01 8.71 0.01 7.52 1.46 1.00 0.96 •Barclays U'S GM/Credit Lang TR USD 3.35 3.35 /5.72 7.71 /219 7.71 -0.17 9.17 3.68 8.91 1.13 - - Morningstar Cat:Corporate Bond 2.18 2.18 6.09 5.22 6.35 5.66 0.10 3.58 4.66 4.28 1.52 0.98 0.88 Emerging Markets Bond MEDFX MFS Emerging Markets Debt Inv Opt 12/1/2008 2.31 2.31 3.86 3.93 6.02 8.05 1.34 4.19 53.22 7.25 0.83 1.12 1.09 JPM EMBI Global TR USD 2.06 2.06 4.08 4.38 6.82 8.04 1.44 4.36 55.71 7.26 0.92 - - Morningstar Cat:Emerging Markets Bond -0.44 -0.44 -3.14 -11.08 3.95 6.89 1.58 1.93 52.64 8.84 0.36 2.52 1.22 I ligh 1field Bond EVIBX Eaton Vance Income Fund of Boston Inv Opt 6/15/1972 2.52 2.52 2.60 6.96 8.07 7.19 0.89 0.18 98.04 5.59 1.40 1.00 1.00 FIIAIX Franklin Iligh Income Inv Opt 12/31/1969 2.03 2.03 -1.33 6.26 7.68 7.13 1.15 -2.06 96.48 6.89 1.10 0.76 0.76 GSIIAX Goldman Sachs High Yield Inv Opt 8/1/1997 2.49 2.49 1.20 6.98 7.58 6,74 1.02 -0.49 98.82 6.51 1.14 1.05 1.05 MPIIRX Premier Babson Capital High Yield Ins Opt 4/1/2014 3.06 3.06 1.14 8.60 9.34 7.12 0.95 1.29 90.21 6.17 1.47 1.04 1.04 PHYIX Putnam High Yield Advantage Inv Opt 3/25/1986 2.36 2.36 1.53 6.72 7.67 7.46 0.96 -0.27 98.82 6.24 1.20 1.03 1.03 I IAHSX The Ilartford I ligh Yield Inv Opt 12/21/2006 2.02 2.02 1.19 6.08 7.36 6.71 0.96 -0.93 97.26 6.06 1.19 1.16 1.05 BnJAML US IIY Master II TR USD 2.54 2.54 2.05 7.46 8.40 8.03 0.99 0.03 99.84 6.22 1.33 - - Morningstar Cat:High Yield Bond 2.25 2.25 0.75 6.34 7.45 6.74 0.96 -0.64 99.05 6.10 1.19 1.70 1.10 Inflat inn-Protected Bond PR'FNX PIMCO Real Return Inv Opt 1/29/1997 1.46 1.46 2.36 0.48 3.96 4.42 1.14 0.04 98.15 5.84 0.68 0.87 0.85 MIPRX Premier Babson Capital Inflation-Protected and Income Inv Opt 4/1/2014 1.48 1.48 2.47 0.13 3.81 3.85 1.00 -0.59 99.65 5.26 0.72 1.06 0.93 I IIPSX The I lartford halation Plus Inv Opt 12/22/2006 0.84 0.84 0.37 -0.88 3.09 3.83 0.93 -1.42 97.98 5.02 0.61 0.92 0.90 Barclays US Treasury US TIPS TR USD 1.42 1.42 3.10 0.62 4.29 4.55 1.00 0.00 100.00 5.25 0.80 - - Morningstar Cat:Inflation-Protected Bond 1.10 1.10 1.30 -0.17 3.22 3.65 0.88 -0.49 98.92 4.67 0.67 0.95 0.81 Intermediate Go:eminent GSGOX Goldman Sachs Government Income Inv Opt 2/10/1993 1.11 1.11 3.80 1.72 3.01 3.89 1.08 0.27 88.11 2.36 1.24 1.02 0.92 MFGIIX MFS Government Securities Inv Opt 4/1/2005 1.15 1.15 4.36 I.75 2.96 4.17 1.29 -0.05 92.14 2.60 1.10 0.88 0.88 Barclays US Gorernmeut TR USD 1.59 1.59 5.2/ 2.32 3.80 4.49 1.45 0.0/ 92.29 3.26 1.14 - - Morningstar Cat:Intermediate Government 1.08 1.08 4.30 1.81 3.22 4.08 1.23 039 88.44 2.38 1.34 1.01 0.94 Intermediate-Ferro Bond ADFAX American Century Diversified Bond Inv Opt 12/3/2001 1.57 1.57 5.30 2.79 4.13 4.80 0.99 -0.07 96.88 2.82 1.42 0.85 0.85 DPDFX Delaware Diversitied Income Inv Opt 12/29/1997 1.87 1.87 4.53 3.67 4.66 6.10 1.19 0.32 82.88 3.54 1.28 0.90 0.90 DBMIX Dreyfus Bond Market Index Inv Opt 4/28/1994 1.48 1.48 5.25 2.58 3.91 4.45 1.01 -0.51 99.49 2.84 1.34 0.41 0.40 FKBAX Franklin'rota)Return Inv Opt 8/3/1998 1.45 1.45 5.32 4.05 531 5.11 1.07 1.48 78.05 3.25 1.58 0.94 0.89 PGBOX JPMorgan Core Bond Inv Opt 5/1/1992 1.48 1.48 4.89 2.84 4.34 5.02 0.87 0.27 97.26 2.49 1.69 0.97 0.75 LTRAX Lord Abhett Total Return Inv Opt 8/31/2000 1.58 1.58 5.34 3.98 5.21 5.48 0.99 1.40 87.50 2.76 1.83 0.84 0.68 MR13IIX MI'S Total Return Bond Ins Opt 4/1/2005 1.62 1.62 4.98 3.87 4.98 5.04 0.99 1.21 90.52 2.79 1.73 0.87 0.84 PRFAX PIMCO Total Return Ill Inv Opt 4/11/1997 2.27 2.27 5.40 3.53 4.44 5.70 1.18 0.54 82.69 3.57 1.21 0.75 0.75 PTTAX PIMCO Total Return Inv Opt 1/13/1997 2.12 2.12 5.23 3.62 4.56 5.79 1.23 0.58 81.82 3.69 1.20 0.85 0.85 'I MCZRX Premier Babson Capital Core Bond Inc Opt 4/1/2014 1.62 1.62 5.52 3.49 4.64 4.97 1.05 0.48 97.16 2.83 1.59 0.87 0.87 MDBFX Premier Babson Capital Diversified Bond Inv Opt 4/1/2014 1.48 1.48 5.12 4.01 5.11 4.98 0.91 1.72 85.71 2.61 1.89 1.07 0.97 CBPSX RidgeWorth Total Return Bond Inv Opt 10/11/2004 1.47 1.47 5.28 2.74 4.46 4.99 1.05 -0.36 96.13 3.19 1.36 0.70 0.70 MSPGX Select MetWest Total Return Bond Inv Opt 7/6/2010 1.28 128 4.08 3.21 -- 3.61* 1.13 0.63 82.36 -- -- 0.85 0.80 MSBRX Select Western Strategic Bond Inv Opt 4/1/2014 1.87 1.87 5.93 4.00 5.25 4.77 1.13 0.94 90.36 3.03 1.68 1.05 0.93 TBIRX TIAA-CREF Bond Index Inv Opt 9/14/2009 1.58 1.58 5.46 2.69 4.03 3.99. 1.00 -0.43 99.77 2.85 1.37 0.37 037 Barclays US Gom/C'redit 5-10 Yr TR USD 2.44 2.44 7.03 4.05 6.11 5.89 1.48 -0.42 97.33 4.37 1.38 - - MorningstarCat:Intermediate-Term Bond 1.54 1.54 4.74 3.43 4.62 1.63 0.98 0.85 90.91 2.73 1.64 1.07 0.88 NOT FOR USE WITH PLAN PARTICIPANTS Page 3 of 20 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or log on to httpj/retirement.massmutual.com/. DCPIus : Investment Analytics Report As of 03/31/2015 Short-fern Performa nee Long-Tenn Performance 3 yr Risk/Return Data _51-Risk/Return Data Fuml t01'r Gross \et Inception or Sharpe Expense Expense St mlol I,mut N ame:lines'uucs/(-ategor)Nam( Date Qtr 1I7) I Yr 31'r 5 Yr Sl" Beta' Alpha' 12-Sq3 St Des° Ratio' Ratios I2atio" 11uttisector Bond AGDAX AB High Income Inv Opt 2/25/1994 1.59 1,59 1.64 7.51 8.36 9,65 1.04 5.70 31.80 6.71 1.22 0.89 0.89 FRSTX Franklin Strategic Income Inv Opt 5/24/1994 0.82 0.82 0.55 4.22 5.40 5.94 0.96 2.51 38.68 4.99 1.06 0.87 0.87 LBFAX Loomis Sayles Bond Inv Opt 1/2/1998 -1.08 -1.08 0.19 5.28 6.65 6.76 1.13 4.15 32.19 6.38 1.03 1.17 1.17 OPSIX Oppenheimer Global Strategic Income Inv Opt 10/16/1989 2.32 2.32 3.12 4.21 5.91 5.78 1.21 1.24 50.42 5.52 1.05 1.04 1.01 PSRAX Pioneer Strategic Income Inv Opt 4/15/1999 1.26 1.26 3.08 4.75 5.77 6.37 0.88 2.78 53.64 3.69 1.52 1.03 1.03 Barclays US Universal TR USD 1.72 1.72 5.32 3.49 4.74 5.14 1.00 0.00 100.00 2.70 1.72 - - MorningstarCat:MultisectorBond 1.43 1.43 2.62 4.77 6.06 5.95 1.01 2.33 56.62 4.05 137 1.47 1.11 1Yorld Bond ANAGX AB Global Bond Inv Opt 3/27/1992 1.73 1.73 6.25 3.86 4.65 6.51 0.48 3.39 43.97 2.90 1.56 0.93 0.93 OIBAX Oppenheimer International Bond Inv Opt 6/15/1995 0.67 0.67 -0.12 1.35 2.59 5.44 1.11 1.36 64.34 7.59 0.36 1.00 1.00 TPINX Templeton Global Bond Inv Opt 9/18/1986 0.08 0.08 1.03 3.98 4.47 7.60 0.99 5.61 30.59 8.07 0.57 0.91 0.90 Citi WGBI NonUSD USD -4.35 -4.35 -9.81 -3.31 0.38 2.50 1.34 -2.87 93.54 7.00 0.04 - - Morningstar Cat:World Bond -0.53 -0.53 -1.05 1.58 3.23 4.14 0.99 136 8636 4.95 0.57 1.47 1.07 Asset Allocation/Balanced Aggrescise Allocation FGTIX Franklin Growth Allocation Inv Opt 12/31/1996 2.87 2.87 6.70 9.98 9.04 7.27 0.82 -4.05 87.20 10.48 0.87 1.32 1.28 MROZX MM RetireSMART Moderate Growth Inv Opt 4/1/2014 2.19 2.19 437 9.86 -- 3.56* 0.93 -5.11 88.58 -- -- 1.16 1.14 Morningstar Aggressive Target Risk 2.18 2.18 5.39 11.67 10.83 7.63 1.01 -4.79 89.28 13.46 0.79 - - Morningstar Cat:Conservative Allocation 1.46 1.46 3.64 5.87 6.52 5.12 0.43 -1.56 74.47 5.63 1.05 1.62 1.23 Co users alit e:5110cation FTCIX Franklin Conservative Allocation Inv Opt 12/31/1996 1.67 1.67 3.99 5.96 5.83 5.72 0.53 -3.00 81.13 6.42 0.90 1.22 1.22 FKINX Franklin Income Inv Opt 8/31/1948 0.83 0.83 0.75 8.92 8.91 6.75 0.62 -1.52 66.09 8.93 0.99 0.61 0.61 MRCVX MM RetireSMART Conservative Inv Opt 4/1/2014 1.44 1.44 3.54 4.76 -- 3.36* 0.38 -1.49 69.50 -- -- 1.31 1.25 HBLSX The Hartford Balanced Income Inv Opt 5/28/2010 1.07 1.07 5.89 9.28 10.11 11.09* 0.49 0.89 74.12 6.42 1.52 1.02 0.94 Morningstar Conservative Target Risk 0.60 0.60 2.21 3.44 4.84 4.93 0.25 -0.29 50.60 3.40 1.40 - - Morningstar Cat:Conservative Allocation 1.46 1.46 3.64 5.87 6.52 5.12 0.43 -1.56 74.47 5.63 1.115 1.62 1.23 Moderate Allocation RIDCX American Funds The Income Fund of America Imp Opt 6/4/2002 0.87 0.87 6.23 10.79 10.29 6.69 0.63 -0.23 81.43 8.50 1.19 0.94 0.94 EVIFX Eaton Vance Balanced Inv Opt 4/1/1932 2.87 2.87 10.22 11.88 10.09 7.53 0.71 -0.22 94.84 8.73 1.14 1.14 1.14 FMTIX Franklin Moderate Allocation Inv Opt 12/31/1996 2.28 2.28 5.25 7.69 7.25 6.58 0.65 -3.35 84.52 7.97 0.91 1.25 1.25 ACEIX Invesco Equity and Income Inv Opt 8/3/1960 0.01 0.01 6.53 12.51 10.05 7.15 0.70 1.16 92.80 10.16 0.99 0.81 0.80 JABRX Janus Balanced Inv Opt 7/6/2009 1.32 1.32 8.28 10.42 9.11 8.30 0.64 0.37 89.13 8.61 1.05 1.08 1.08 MSFIIX MFS'Total Return Inv Opt 4/1/2005 1.04 1.04 7.31 10.45 9.38 6.13 0.63 0.11 95.48 7.88 1.17 0.75 0.75 MRMTX MM RetireSMART Moderate Inv Opt 4/1/2014 1.93 1.93 4.06 7.47 -- 3.60* 0.68 -3.56 85.78 - -- 1.34 1.33 MBBRX Premier Babson Capital Balanced Inv Opt 4/1/2014 0.93 0.93 7.39 9.86 9.51 6.44 0.64 -0.44 95.90 8.11 1.15 1.12 1.12 HCKSX The Hartford Checks and Balances Inv Opt 8/29/2008 1.58 1.58 8.22 11.84 9.74 7.53* 0.71 0.32 92.19 9.18 1.05 1.06 1.06 Morningstar Moderate Target Risk 1.37 1.37 4.20 8.05 8.31 6.78 0.66 -2.52 86.09 8.38 0.98 - - MomingstarCat:Moderate Allocation 1.80 1.80 6.18 9.44 8.96 6.25 0.67 -1.96 92.08 8.67 0.96 3.61 1.26 Target Date Fonds LPRCX 0lackRock LifePath 2020 Inv Opt 4/30/2001 1.89 1.89 5.06 6.53 6.99 5.10 0.56 -2.69 77.84 8.00 0.87 1.41 1.10 LPBAX BlackRock LifePath 2025 Ins,Opt 6/30/2010 2.04 2.04 5.38 7.34 -- 9.94* 0.65 -3.30 80.57 -- -- 1.50 I.10 LP RUX BlackRock LifePath 030 Inv Opt 4/30/2001 2.13 2.13 5.60 7.98 7.93 526 013 -3.88 82.80 10.27 0,79 1.42 1 10 LPJAX BlackRock LifePath 2035 Ins Opt 6/30/2010 ' 2.26 2.26 5.90 8.61 -- 11.42* 0.80 -4.34 83.67 -- -- 1.53 1.10 LPREX BlackRock LifePath 2040 Inv Opt 4/30/2001 2.34 2.34 6.02 9.16 8.68 5.32 0.86 -4.64 84.39 12.10 0.74 1.43 1.10 LPHAX BlackRock LifePath 2045 Inv Opt 6/30/2010 2.42 2.42 6.26 9.67 -- 12.76* 0.91 -5.01 84.74 -- -- 1.66 1.10 LPRFX BlackRock LifePath 2050 Inv Opt 6/30/2008 2.49 2.49 6.45 10.13 9.30 5.44* 0.97 -538 85.18 13.67 0.71 1.44 1.10 LPVAX BlackRock LifePath 2055 Ins Opt 6/30/2010 2.43 2.43 6.53 10.48 -- 13.42* 1.01 -5.73 85.48 -- -- 2.18 1.10 1 LPRAX BlackRock LifePath Retirement Inv Opt 4/30/2001 1.64 1.64 4.56 5.24 6.08 5.05 0.41 -1.63 68.43 5.57 1.(17 1.39 1.10 • NOT FOR USE WISN PARTICIPANTS Pag 0 Please refer to the Drooram proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or log on to http://retirement.massmutual.comi. DCPIus : Invest Analytics Report of 03/31/2015 'quirt-I e,111 l4r1111i nu' I.un , ,n hill-urn.iiii, 3,r 16,1,/Itiiimn Data „r It riiiiIti lira 13111 I aid --- -- iii 11 t.,* \rl l nreplion u, tilnii pr 1,limn, 1\Ili,nr Ssmhol Fund Name: Na hide\\ nes/(atcgorame D s Sale (,)11. l)1 II 1 r 3\r 5N, til- Ili LI' \Ip6a It`q t Urs t it,t. It All:'. It il”. 7a met Date Pond. JSFAX JPMorgan SmartRetiremenl 2015 Inv Opt 5/15/2006 2.25 2.25 6.31 7.51 7.92 5.63* 0.56 -1.56 80.65 7.92 0.99 1.09 0.82 JTTAX JPMorgan SnlartRetirenlent 2020 Iry Opt 5/15/2006 2.60 2.60 7.77 9.19 9.13 6.17* 0.67 -1.84 84.19 9.32 0.98 1.13 0.86 JNSAX JPMorgan SmartRetiremenl 2025 Inv Opt 7/31/2007 2.79 2.79 8.57 10.47 9.95 5.80* 0.80 -2.49 86.66 10.91 0.92 1.16 0.89 JSMAX JPMorgan SmartRetiremenl 2030 Inv Opt 5/15/2006 2.92 2.92 9.06 11.49 1052 6.65* 0.89 -3.02 87.99 12.10 0.88 1.18 0.91 SRJAX JPMorgan Sma)tRetiremcnt 2035 Inv Opt 7/31/2007 3.03 3.03 9.35 12.23 11.011 6.07* 0.97 -3.46 88.52 13.08 0.86 1.20 0.93 SMTAX JPMorgan SmartRetirement 2040 Inv Opt 5/15/2006 3.1 I 3.11 9.55 12.53 1120 6.98* 0.99 -3.65 89.07 13.19 0.86 124 0.94 JSAAX JPMorgan SmmtRctirement 2045 Inv Opt 7/31/2007 3.18 3.18 9.54 12.57 11.10 6.36* 0.99 -3.65 88.91 13.21 0.86 1.27 ((.94 JTSAX JPMorgan SmartRetiremenl 2050 Inv Opt 7/31/2007 3.08 3.08 9.48 12.50 1124 6.37* 0.99 -3.70 88.95 13.23 0.86 1.34 0.94 JFFAX JPMorgan SmartRctircment 2055 Inv Opt (/31/2012 3.09 3.09 9.45 12.69 -- 14.07* -- -- -- -- -- 1.41 0.96 JSRAX JPMorgan SmanRetirremcnl Income Inv Opt 5/15/2006 2.04 2.04 5.52 6.19 6.68 5.36* 0.46 -1.39 77.12 5.94 1.10 1.09 0.78 MRXZX MM RetireSMAIO 12010 Inv Opt 4/I/2014 1.72 1.72 3.92 6.32 6.77 4.67 0.55 -2.73 80.00 7.48 0.90 12(1 1.06 MNIJZX MM RetireSMART 2015 Inv Opt 4/1/2014 1.84 1.84 4.05 7.45 -- 3.60* 0.67 -3.24 83.89 -- -- 2.10 1.10 MR1HX MM RetireSMART 2020 Inv Opt 4/1/2014 197 1.97 4.12 8.56 834 5.19 0.79 -4.08 87.10 10.83 0.78 1.13 1.11 MMNZX MM RetireSMART 2025 Inv Opt 4/1/2014 2.07 2.07 4.13 9.35 -- 3.54* 0.89 -4.94 88.11 -- -- 2.10 1.10 MRYZX MM RelireSMARI 2030 Inv Opt 4/I/2014 2.25 2.25 4.17 9.74 9.15 5.39 0.93 -5.15 88.60 12.61 0.75 1.16 1.14 MMXZX MM RetireSMART 2035 Inv Opt 4/I/2014 2.25 2.25 4.44 10.08 -- 3.72* 0.97 -5.55 88.72 -- -- 2.36 1.16 MRFZX MM RetireSMART 2040 Inv Opt 4/1/2014 2.28 2.28 4.50 10.06 9.41 5.60 0.98 -5.63 89.12 13.18 0.74 1.19 1.15 MMkZX MM RetireSMART 2045 Inv Opt 4/1/2014 2.33 2.33 4.68 10.81 -- 3.79* 1.04 -5.88 88.97 -- -- 3.40 1.15 MMRZX MM RetireSMART 2050 Inv Opt 4/1/2014 2.24 2.24 4.64 10.80 9.87 3.80* 1.04 -5.93 89.58 13.84 0.74 1.38 1.15 MMl4'FX MM RetireSMART 2055 Inv Opt 4/I/2014 2.31 2.31 4.64 -- -- 3.76* -- -- -- -- -- 15.68 1.13 MDRZX MM RetireSMART In Retirement Inv Opt 4/1/2014 1.55 1.55 3.50 5.08 5.92 4.58 0.42 -1.81 70.99 5.56 1.05 1.22 1.07 Morningstar Lifetime Moderate 20/0 1.25 1.25 4.15 6.3.? 7.69 6.59 0.50 -1.54 75.69 6.66 /.14 - - ;tiorningslar Lifetime Moderate 2015 1.36 1.36 4.54 7.09 8.27 6.88 - - - - - - - Morningstar Lijetime Moderate 2020 1.49 1.49 4.93 8.04 8.92 7.16 - - - - - - - Morningslar Lifetime Moderate 2025 1.66 1.66 5.29 9.19 9.64 7.42 - - - - - - _ Morningstar Lifetime Moderate 2030 1.84 1.84 5.51 10.30 10.27 7.63 - - - - - - _ Morningstar Lifetime Moderate 2035 1.99 1.99 5.55 11.03 10.65 7.79 - - - - - - - Morningstar Lifetime Moderate 2040 2.08 2.08 5.44 11.31 10.76 7.88 - - - - - - - Morningstar Lifetime Moderate 2045 2.14 2.14 5.25 11.25 10.68 7.89 - - - _- - I a Morningstar Lifetime Moderate 2050 2./6 2.16 5.05 11.12 10.55 7.89 - - - - - - _ Morningstar Lifetime Moderate 2055 2.19 2.19 4.84 10.95 10.39 7.84 - - - - - - - Mo 'gstnr Lifetime Moderate income 1.06 1.06 3.29 5.02 6.48 5.84 - -- - - - -- _ Morningstar Cat:Target Date 2000-2010 1.65 1.65 4.32 6.12 6.53 4.83 0.47 -1.83 78.55 6.34 0.97 1.67 0.91 Morningstar Cat:Target Date 2011-2015 1.83 1.83 4.76 7.00 7.10 4.52 0.53 -2.06 80.44 7.60 0.89 3.13 0.92 Morningstar Cat:Target Date 2016-2020 2.01 2.01 5.28 7.38 7.60 5.10 0.61 -2.57 83.23 8.29 0.90 5.38 0.97 Morningstar Cat:Target Date 2021-2025 2.23 2.23 5.79 8.79 8.76 5.75 0.72 -3.04 86.79 10.10 0.82 2.26 0.94 ' Morningstar Cat:Target Date 2026-2030 2.40 2.40 6.11 9.17 8.83 5.54 0.78 -3.71 87.63 10.55 0.81 5.58 1.01 Morningstar Cat:Target Date 2031-2035 2.56 2.56 6.46 10.30 9.79 6.22 0.88 -4.02 89.37 11.98 0.78 2.41) 0.97 Morningstar Cat:Target Date 2036-2040 2.65 2.65 6.64 10.26 9.55 5.93 0.90 -4.48 89.22 11.99 0.78 5.90 1.03 Morningstar Cat:Target Date 2041-2045 2.72 2.72 6.76 10.99 10.22 6.68 0.94 -4.41 89.88 12.82 0.77 2.78 0.99 Morningstar Cat:Target Date 2046-21150 2.79 2.79 6.95 10.70 9.81 6.23 11.93 -4.69 89.56 12.35 11.78 6.52 1.03 Morningstar Cat:Retirement Income 1.63 1.63 4.22 4.87 5.56 4.25 0.40 -1.06 75.11 5.09 1.14 1.80 11.93 ' Morningstar Cat:Target Date 2051+ 2.75 2.75 6.88 11.46 111.14 -- 0.98 -4.66 90.56 12.71 0.79 9.56 11.98 NOT FOR USE WITH PLAN PARTICIPANTS Page 5 of 20 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or log on to http:llretirement.massmutual.com/. DCP1us : Investment Analytics Report As of 03/31/2015 Short-Turin Performance I.on_Term Performa nee 3 yr Risk/I2efurn Data 5 Sr(tisk/Return Data Fund IO Yr Gross Net I Inception or Sharpe Expense Expense SJ robot Find.Name/hider Name\/IiteigorA os ou �NAM(' Date Qtr 1"LU 11'r 3 Yr 5 Yr SIS Beta' Alpha' R-Sq3 St Des-1 Ratio: Natio 12atin 09 urld Allocation RIRCX American Funds Capital Income Builder Inv Opt 6/4/2002 0.54 0.54 4.85 9.00 8.39 6.08 0.63 0.91 75.90 9.13 0.92 0.95 0.95 MDLOX BlackRock Global Allocation Inv Opt 10/21/1994 2.68 2.68 4.02 6.80 6.51 7.15 0.66 -1.35 95.40 9.25 0.72 1.13 1.13 GXSAX Goldman Sachs Satellite Strategies Inv Opt 3/30/2007 2.42 2.42 -0.07 4.06 5.47 1.56* 0.71 -4.49 74.37 10.64 0.54 1.50 148 HBASX Hartford Moderate Allocation Inv Opt 12/21/2006 2.20 2.20 1.77 5.09 6.18 5.12 0.61 -1.87 90.52 8.95 0.70 1.33 1.33 WASYX Ivy Asset Strategy Inv Opt 12/29/1995 1.52 1.52 -2.31 7.77 7.58 10.41 0.93 -1.91 74.70 15.07 0.55 0.98 0.96 HCVSX The Hartford Conservative Allocation Inv Opt 12/21/2006 1.39 1.39 -- 1.84 4.02 4.09 0.40 -2.65 73.15 6.22 0.65 1.35 1.30 HLASX The Hartford Global All-Asset Inv Opt 5/28/2010 3.29 3.29 2.47 6.57 -- 6.770 0.78 -3.30 94.12 -- -- 1.49 1.25 HRASX The Hartford Growth Allocation Inv Opt 12/21/2006 3.54 3.54 4.63 9.72 8.99 6.34 0.84 -0.55 95.08 11.78 0.78 1.40 1.40 EAAFX Wells Fargo Advantage Asset Allocation Inv Opt 7/29/1996 0.94 0.94 -0.15 5.47 5.81 5.30 0.61 -1.98 92.94 8.28 0.71 1.36 136 MSCI World Index 2.31 2.31 6.02 /2.18 10.00 6.38 1.00 0.00 100.00 14.19 0.69 - Morningstar Cat:World Allocation 1.87 1.87 1.94 6.14 6.82 5.80 0.65 -3.13 92.33 9.03 0.57 1.80 137 1 Large Cap Large Growth ALARX Alger Capital Appreciation Institutional Inv Opt 11/8/1993 5.10 5.10 18.06 17.57 15.32 12.56 1.05 0.35 94.52 14.45 1.05 1.16 .16 TCRAX American Century Growth Inv Opt 6/4/1997 3.23 3.23 13.00 13.17 13.24 8.56 1.04 -2.99 97.50 13.81 0.96 1.22 122 RAFCX American Funds AMCAP Inv Opt 6/4/2002 2.33 2.33 11.13 16.85 14.12 8.41 0.94 1.48 92.98 13.21 1.06 1.03 1.03 RGACX American Funds The Growth Fund of America Inv Opt 5/21/2002 3.33 3.33 11.62 16.38 12.98 8.29 0.99 0.36 93.13 13.45 0.97 0.98 0.98 RNGCX American Funds The New Economy Inv Opt 6/25/2002 3.48 3.48 6.74 17.79 14.33 9.70 1.05 1.20 85.47 14.12 1.01 1.13 1.13 MDFGX BlackRock Capital Appreciation Inv Opt 12/31/1997 3.97 3.97 15.39 14.11 12.37 8.28 1.15 -4.39 88.46 15.23 0.84 .07 1.07 CSIEX Calvert Equity Portfolio Inv Opt 8/24/1987 2.62 2.62 14.02 14.11 13.24 8.12 0.99 -1.17 92.22 13.65 0.97 1.17 .17 NMGIX Columbia Marsico Growth Env Opt 12/31/1997 1.84 1.84 1228 13.44 13.43 7.14 1.07 -2.70 87.94 15.19 0.90 1.18 1.18 SDGAX Deutsche Capital Growth Inv Opt 6/25/2001 5.55 5.55 19.53 16.40 13.88 8.46 1.08 -1.45 95.28 14.60 0.96 0.98 0.98 FKGRX Franklin Growth Inv Opt 3/30/1948 3.30 3.30 16.00 15.61 13.62 931 0.89 0.98 95.41 12.97 1.04 0.90 0.90 ' FACEX Frost Growth Equity Inv Opt 7/1/2008 4.10 4.10 17.21 13.90 13.12 7.84 1.08 -3.35 92.18 14.46 0.92 1.05 1.05 VAFAX Invesco American Franchise Inv Opt 6/23/2005 3.53 3.53 13.02 14.63 13.52 8.74* 1.20 -4.08 91.37 14.67 0.93 1.08 1.08 WLGYX Ivy Large Cap Growth Inv Opt 7/6/2000 521 5.21 17.61 15.38 14.51 9.57 1.11 -3.29 87.94 14.73 0.99 I.13 1.06 JARTX Janus Forty Inv Opt 5/1/1997 7.69 7.69 19.91 16.63 12.43 10.09 1.11 -1.40 87.53 15.74 0.82 1.02 1.02 OLGAX JPMorgan large Cap Growth Inv Opt 2/22/1994 4.37 4.37 17.13 13.62 15.91 9.82 1.13 -4.30 87.50 14.14 1.11 1.21 1.05 AQEGX LKCM Aquinas Growth Inv Opt 1/3/1994 1.68 1.68 5.16 8.72 10.37 6.04 1.01 -6.94 88.95 15.23 0.72 1.59 1.51 MITHX Massachusetts Investors Trust Inv Opt 4/1/2005 1.25 1.25 10.83 15.61 13.07 8.51 0.96 0.91 91.72 13.94 0.94 0.73 0.73 NRAAX Neuberger Berman Socially Responsive Inv Opt 5/27/2009 1.56 1.56 11.39 15.69 13.67 8.03 0.95 -0.11 82.31 13.64 1.00 1.06 1.06 PIGFX Pioneer Fundamental Growth Inv Opt 8/22/2002 2.58 2.58 17.59 16.03 14.81 9.40 0.94 0.88 93.38 12.46 1.17 1.13 1.09 MPDGX Premier Babson Capital Disciplined Growth Inv Opt 4/1/2014 3.44 3.44 14.39 16.48 15.39 8.92 1.01 0.09 99.10 13.68 1.11 0.99 0 99 PT WAX Prudential Jennison 20/20 Focus Inv Opt 7/1/1998 3.10 3.10 8.96 11.75 10.29 9.05 1.09 -5.46 84.60 15.24 0.71 1.18 1.18 MMGFX Select Sands/JSP Growth Opportunities Inv Opt 4/1/2014 1.56 1.56 11.93 15.29 17.41 9.77 1.16 -1.44 85.76 14.61 1.17 1.19 1.19 MBGFX Select T.Rowe Price Blue Chip Gmwth Inv Opt 4/1/2014 4.92 4.92 15.60 16.97 1638 9.03 1.14 -1.19 89.73 15.10 1.08 .13 1.13 MFGFX Select Wellington-Fundamental Growth Inv Opt 4/1/2014 2.08 2.08 12.32 12.44 14.40 9.64 1.10 -3.71 93.82 14.20 1.01 1.24 1.15 RRGSX T.Rowe Price Growth Stock Inv Opt 9/30/2002 5.90 5.90 16.26 16.45 15.65 9.38 1.12 -1.33 89.08 14.99 1.04 1.19 1.19 HGOSX The Hartford Growth Opportunities Inv Opt 12/21/2006 6.39 6.39 19.55 19.19 15.80 10.37 1.18 0.33 85.75 16.11 0.99 .15 1.15 TRIRX TIAA-CREF Large-Cap Growth Index Inv Opt 10/1/2002 3.71 3.71 15.71 15.98 15.26 8.98 1.00 -0.30 99.99 13.33 1.13 0.31 0.31 Russell 1000 Growth Index 3.83 3.83 16.08 16.34 15.63 9.35 1.00 0.00 /00.00 13.38 1.16 - - Morningstar C.,.1.....o Growth 11 an IG05 114( a 4, 1 nL _194 o9na Ii 18 095 1 42 t 21 I........ g Large.'......... t 1 3.44 3.44 t ........ ...�. 1 ..,,.. .... ,..... t ...... .,..- ..._ 1 -._- • NOT FOR USE WI N PARTICIPANTS Pa9 0 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charaed by MassMutual or lox on to httD:Ilretirementmassmutual.coml. 0 DCPIus : Invest Analytics Report of 03/31/2015 Shoti- ernt Performance mane Long-Tern,l'el rot mance 3,r It'1/It t no Data Ithl,/lt lune hila Iain III It t.tu.,, Ntt l icenttun 'Li..pi 1,11-use Iglu"u.1 Synllol Fond\ante/Index'v:ime\/('ategurs Name 1):dr (Itr 1 I1) Ilr 15r ser N1 Iti-tai' \tph:t It till Sl IDrt1 Itaids It.un.\ It.rn, 1 large Blend RFNCX American Funds Fundamental Investors Inv Opt 6/4/2002 1.52 1.52 9.93 14.80 12.47 8.47 0.99 -1.51 93.80 13.49 0.93 0.96 0.96 RICCX American Funds Investment Company of America Inv Opt 6/4/2002 0.48 0.48 9.79 15.39 12.31 7.14 0.94 0.23 94.36 12.83 0.96 0.96 0.96 AVLDX Ave Maria Rising Dividend Inv Opt 5/2/2005 0.34 0.34 8.16 15.41 13.90 9.66* 0.90 027 8956 12.29 1.1 I 0.98 0.98 L('LAX Columbia Contrarian Core Inv Opt 11/2/1998 1.16 1.16 12.86 16.83 14.64 10.32 1.05 0.17 96.52 14.11 1.03 1.12 1.12 NYV'FX Davis New York Venture env Opt 2/17/1969 1.98 1.98 6.55 13.89 11.10 6.41 1.05 -3.49 92.19 13.54 0.84 0.86 0.86 DSEFX Domini Social Equitylnv Opt 6/3/1991 1.10 1.10 12.02 13.91 13.35 7.24 1.11 -3.15 92.22 13.49 0.99 1 20 1.20 PEOPX Dreyfus S&P 500 Index Inv Opt 1/2/1990 0.81 0.81 12.16 1555 13.92 7.52 1.00 -0.44 100.00 12.96 1.06 0S I 050 JUEAX JPMorgan U.S.Equity Ins Opt 9/7/2001 1.71 1.71 13.58 16.94 14.30 9.16 1.08 -0.48 96.55 13.93 1.02 (.09 094 SIIAPX Legg Mason ClcarlOridge Appreciation Inv Opt 3/10/1970 0.73 (L73 10.57 1455 12.83 7.90 0.92 -0.43 97.89 11.88 1.07 I.00 1.00 AQEIX 1.KCM Aquinas Value Inv Opt 1/3/1994 1.12 1.12 2.80 12.46 11.96 7.30 1.10 -6.05 86.43 1533 0.81 1.52 1.50 LDFVX Lord Abbett Fundamental Equity Inv Opt 7/15/1996 -0.44 -0.44 6.24 13.10 11.62 8.08 1.08 -3.98 89.35 14.82 0.81 0.95 0.95 MRGZX MM RetireSMART Growth env Opt 4/1/2014 2.31 2.31 4.58 10.93 -- 3.73* 1.06 -6.11 89.53 -- -- 131 120 MIEAX MM S&P 500 Index Inv Opt 2/27/1998 0.82 0.82 12.04 15.38 13.73 7.30 1.00 -0.68 99.99 12.96 1.05 0.63 0.63 FAEIX Nuveen Equity Index Inv Opt 12/14/1992 0.80 0.80 12.08 15.40 13.77 7.44 1.00 -0.60 99.99 12.96 1.05 0.73 0.62 NSBAX Nuveen Santa Barbara Dividend Grossth Iry Opt 3/28/2006 1.16 1.16 11.80 13.76 14.03 9.18* 0.91 -1.21 91.55 12.39 1.12 (.01 1.01 OMSOX Oppenheimer Main Street Select Inv Opt 9/25/2000 1.37 1.37 7.78 12.19 11.81 6.87 1.06 -3.78 91.26 12.85 0.93 (.13 1.13 I OARDX Oppenheimer Rising Dividends Inv Opt 4/30/1980 -0.15 -0.15 9.63 12.42 12.08 7.54 1.04 -3.84 95.12 13.15 0.93 1.06 1.06 PIODX Pioneer env Opt 2/10/1928 0.73 0.73 9.25 14.13 11.35 6.77 1.06 -3,58 96.34 14.17 0.82 0.97 0.97 MFVFX Select Harris Focused Value Ins Opt 4/1/2014 -1.89 -1.89 10.87 16.65 14,83 9.91 1.06 1.12 77.87 16,90 0.90 1.19 1.19 ITI ISX The I larttord Capital Appreciation Inv Opt 12/21/2006 3.32 3.32 10.41 17.48 11.71 8.26 1.16 -1.13 81.14 (5.71 0.78 1.10 1.10 11QRX TIAA-CREF Equity Index Inv Opt 3/31/2006 1.71 1.71 12.02 16.09 14.37 8.10 1.03 -0.73 98.69 13.45 1.06 0.30 030 TLVAX Timothy Plan Laree/Mid Cap Value Inv Opt 7/14/1999 3.20 3.20 11.01 15.96 14.67 9.27 1.06 -2.77 88,19 13.79 1.06 1.51 1.51 Russell 1000 TR USD 1.59 1.59 12.73 16.44 14.72 8.33 1.01 -0.07 99.48 13.19 1.10 - - MurningstarCat:LargeBlend 1.13 1.13 10.34 14.86 12.97 7.31 1.02 -1.90 98.81 13.32 0.93 1.68 1.14 1 Large Value PNEAX AllianzGl NF1 Dividend Value Iry Opt 10/31/2001 -1.75 -1.75 5.13 12.94 12.31 6.58 0.99 -2.96 91.85 13.14 0.94 1.05 1.05 'FWEAX American Century Equity Income env Opt 3/7/1997 -0.17 -0.17 8.27 11.86 10.87 6.74 0.70 -0.12 90.18 9.13 1.17 118 1.18 RMFCX Americas Funds American Mutual Inv Opt 6/6/2002 -- - 10.12 14.25 12.61 7.43 0,76 1.28 86.22 10.49 1.18 0.96 0.96 ' RWMCX American Funds Washington Mutual Investors Inv Opt 6/4/2002 0.14 0.14 9.01 14.96 13.67 7.12 0.82 0.76 89.87 11.45 1.17 0.95 0.95 MDDVX BlackRock Equity Dividend Inv Opt 10/21/1994 -1.08 -1.08 6.64 11.60 11.61 8.09 0,84 2.15 93.31 11.67 0.99 0.95 095 1 EHSTX Eaton Vance Large-Cap Value Inv Opt 9/23/1931 1.28 1.28 9.41 15.07 10.82 6.88 0.95 -1.1 1 95.74 13.12 0.84 0.99 0.99 TESIX Franklin Mutual Shares Inv Opt 11/1/1996 2.38 2.38 7.37 13.81 10.88 6.40 0.87 -1.48 91.35 11.60 0,94 1.09 1.09 FADVX Frost Value Equity Inv Opt 7/1/2008 2.26 2.26 11.30 13.86 10.79 8.43 1.07 -5.54 91.47 13.19 0.83 1.06 1.06 GSLAX Goldman Sachs Large Cap Value Inv Opt 12/15/1999 -0.28 -0.28 8.48 15.78 11.33 6.56 1.04 -0.52 91.73 14.64 0.80 1.20 1.16 ACSTX Invesco Comstock Inv Opt 10/7/1968 -0.12 -0.12 7.09 15.81 13.29 7.07 1.00 -0.24 93.66 13.98 0.96 0.83 0.82 ACG IX Invesco Growth and Income Inv Opt 8/1/1946 -0.61 -0.61 6.94 15.16 11.56 7.39 0.92 -0.05 94.20 13.69 0.86 0.85 0.84 MEIIIX MFS Value Inv Opt 4/1/2005 0.70 0.70 9.69 15.84 13.20 7.94 1.03 -1.05 94.87 13.36 0.99 090 0.88 OAEIX Oppenheimer Equity Income Inv Opt 2/13/1987 1.04 1.04 9.16 15.23 12.93 8.45 1.06 -1.92 90.29 14.77 0.89 1.02 1.02 CVFCX Pioneer Disciplined Value Inv Opt 12/15/2005 -0.45 -0.45 7.23 12.69 11.13 6,44* 1.08 -4.63 94.11 13.95 0.82 1.19 1.19 MPIRX Premier Babson Capital Disciplined Value Inv Opt 4/1/2014 -1.06 -1.06 7.25 15.72 12.80 6.35 1.02 -1.21 99.32 13.53 0.95 0.99 0.99 PLYAX Putnam Equity Income Inv Opt 6/15/1977 1.24 124 10.80 16.75 14.31 8.82 1.03 -0.70 93.98 14.32 1.00 0.98 0.98 SVIIX RidgeWorth Large Cap Value Equity Inv Opt 2/17/1993 -1.96 -1.96 6.97 14.98 12.87 7.89 0.98 -0.49 93.73 13.66 095 (.37 (.27 i MDDRX Select Loomis Sayles/Brandywine Disersi lied Value Inv Opt 4/1/2014 -0.74 -0.74 8.04 15.83 13.02 5.65 1.00 -0.40 98.29 13.86 0.95 1.00 (.00 I MFUFX Select Wellington-Fundamental Value Inv Opt 4/1/2014 0.93 0.93 10,18 14.73 12.04 7.88 1.02 -2.02 96.12 14.15 0.87 1.08 1.08 RRPDX T.Rowe Price Equity Income Inv Opt 9/30/2002 -1.19 -1.19 4.13 12.70 11.07 6.24 0.93 -1.81 97.25 13.22 0.85 1 20 1.20 I ID(iSX The Natlord Dividend and Growth env Opt I_/__22/9 _006 -014 -0.14 ).27 14.65 12.47 8.10 091 -0.46 97.71 12.53 0.9) 1.04 1.04 HQISX The Hartford Equity Income Inv Opt 12/21/2006 -0.03 -0.03 6.92 13.73 13.39 8.35 0.90 -1.46 94.46 11.77 I.12 1.06 1.06 TRCVX TIAA-CREF Large-Cap Value Index Inv Opt 10/1/2002 -0.78 -0.78 898 16.03 13.37 6.87 1.00 -0.30 99.99 13.36 1.00 0.31 0.31 Russell 1000 Value Index -0.72 -0.72 9.33 16.43 13.75 7.21 1.00 0.00 100.00 13.42 1.0/ -- - MnrningstarCal:I.argeValue (1.18 0A8 7.85 14.42 12.24 6.72 0.98 -1.82 98.35 13.25 0.90 1.61 1.15 NOT FOR USE WITH PLAN PARTICIPANTS Page 7 of 20 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or log on to http://retirementmassmutual.com/. DCPIus : Investment Analytics Report As of 03/31/2015 Short-Term Performance Irma-Tenn Performance 3 yr Risk/Return Data 5 Sr Risk/Return Data Fund 10 Yr Gross Net Inception or Sharpe Expense Expense so mho! tuod Nan,,/hide,N:uuc'/1 alegors N:uuc Date Qtr VIl) I Yr 3 Yr 5 Yr SI* Beta Alpha' R-Sq3 St Dev) Ratio' Ratio 5 RatioAi Mid CapE Hid-Cap Growth AVEGX Ave Maria Growth Inv Opt 5/1/2003 3.18 3.18 11.07 13.36 14.60 9.44 0.90 -0.81 86.24 14.60 1.00 1.44 1.44 LACAX Columbia Acorn Inv Opt 10/13/2000 3.89 3.89 4.54 11.58 12.30 8.63 1.05 -5.34 91.70 16.33 0.78 1.08 1.08 EAASX Eaton Vance Atlanta Capital SMID-Cap Inv Opt 11/28/2003 6.00 6.00 13.27 15.83 16.10 12.02 0.79 1.32 77.03 14.73 1.08 1.23 1.23 GGOAX Goldman Sachs Growth Opportunities Inv Opt 5/24/1999 2.05 2.05 11.35 15.00 14.07 10.16 0.99 -0.05 92.65 15.27 0.93 1.40 1.36 VGRAX Invesco Mid Cap Growth Inv Opt 12/27/1995 7.11 7.1 I 13.72 15.90 14.20 10.48 1.08 -3.48 94.85 16.42 0.88 1.21 1.15 JGRTX Janus Enterprise Inv Opt 7/6/2009 6.95 6.95 17.00 16.93 16.16 11.00 0.84 1.88 92.45 13.32 1.19 1.17 1.17 LMGAX Lord Abbett Growth Opportunities Inv Opt 8/1/1995 7.60 7.60 13.03 15.17 13.16 9.48 1.14 4.50 96.01 18.53 0.75 1.28 1.28 FRSLX Nuveen Mid Cap Growth Opp Inv Opt 1/9/1995 5.67 5.67 12.56 15.25 16.05 9.81 1.11 -3.22 91.06 16.44 0.98 130 1.30 MEFFX Select T.Rowe Price/Frontier Mid Cap Growth II Inv Opt 4/1/2014 6.67 6.67 16.34 17.81 1632 10.84 0.95 0.45 95.75 14.50 1.11 1.20 1.20 I IFMSX The I lartford MidCap Inv Opt 5/29/2009 5.78 5.78 12.85 18.43 15.14 10.54 1.01 1.20 90.82 15.82 0.96 1.16 1.16 MGOAX Victory Munder Mid Cap Com Growth Inv Opt 7/3/2000 5.99 5.99 14.54 16.49 15.81 9.77 0.96 -0.38 93.53 14.61 1.07 137 1.37 - Russell MidCap Growth Index 5.37 5.37 15.55 /7.41 16.43 /0.18 /.00 0.00 100.00 15.26 1.07 - - Morningstar Cat:Mid-Cap Growth 5.35 5.35 11.20 14.95 14.46 9.17 1.01 -2.50 97.53 15.29 0.91 2.11 134 Mid-Cap Blend SBMAX Legg Mason ClearBridge Mid Cap Core Inv Opt 9/1/1998 4.64 4.64 9.78 16.77 15.50 9.67 1.13 -3.11 91.92 16.84 0.93 1.25 1.25 LVOAX Lord Abbett Value Opportunities Inv Opt 12/30/2005 4.08 4.08 8.71 15.87 13.16 11.76* 1.10 -5.10 94.25 15.94 0.85 1.17 1.17 MDKFX MM S&P Mid Cap Index Inv Opt 4/1/2014 5.13 5.13 11.57 -- -- 10.53* -- -- - -- -- 0.76 0.71 OPMSX Oppenheimer Main Street Mid Cap Inv Opt 8/2/1999 3.38 3.38 11.95 16.49 14.83 8.87 1.05 -1.73 94.56 16.15 0.93 1.11 1.11 S&PMidCap400 TR 1 5.31 5.31 12.19 17.03 15.72 10.31 1.08 -2.72 97.11 15.43 1.01 Morningstar Cat:Mid-Cap Blend 3.28 3.28 8.76 15.67 13.74 839 1.03 -2.65 98.09 15.21 0.88 1.86 1.24 Hid-Cap Value ABASX AB Discovery Value Inv Opt 3/29/2001 3.10 3.10 9.12 16.77 13.24 9.47 1.22 -5.18 91.84 17.77 0.78 1.21 1.21 ACCAX American Century Mid Cap Value Inv Opt 1/13/2005 1.45 1.45 13.40 17.27 14.48 10.21 0.85 1.63 96.10 11.85 1.20 1.26 1.26 MDRFX BlackRock Mid Cap Value Opportunities Inv Opt 2/1/1995 2.24 2.24 5.00 13.77 13.35 9.04 1.14 -6.74 94.47 15.88 0.86 1.18 1.18 CMUAX Columbia Mid Cap Value Inv Opt 11/20/2001 1.52 1.52 8.32 17.04 14.28 8.54 0.98 -0.52 94.14 15.30 0.94 1.17 1.17 GC MAX Goldman Sachs Mid Cap Value Inv Opt 8/15/1997 1.84 1.84 11.24 16.96 14.03 8.71 0.95 0.24 93.33 14.71 0.96 1.14 1.14 MSAVX Invesco American Value Ins Opt 10/18/1993 3.52 3.52 10.49 16.59 14.89 9.95 0.93 -0.41 88.46 14.54 1.02 1.21 1.20 JMVIX Perkins MidCap Value Inv Opt 7/6/2009 - -- 6.51 10.99 9.65 7.96 ' 0.92 4.79 9521 12.51 0.79 0.99 0.99 SAM VX RidgeWorth Mid-Cap Value Equity Inv Opt 10/27/2003 0.29 0.29 7.44 16.01 13.06 10.73 1.04 -1.88 90.46 17.27 0.79 1.40 1.40 MLUFX Select NFJ/Systematic Mid Cap Value Inv Opt 4/1/2014 2.09 2.09 6.16 14.02 12.82 5.25* 1.04 -4.28 94.26 15.07 0.87 1.25 1.25 I HMVSX The Hartford MidCap Value Inv Opt 5/28/2010 5.80 5.80 9.04 17.24 14.37 9.24 1.14 -3.04 92.48 16.28 0.90 1.22 122 I VETAX Victory Sycamore Established Value Inv Opt 5/5/2000 4.72 4.72 13.80 17.24 15.06 10.91 0.95 -1.42 92.28 14.08 1.06 1.04 1.04 Russell MidCap Value Index 2.42 2.42 11.69 18.60 15.84 9.60 1.00 0.00 100.00 14.24 1.10 - - Morningstar Cat:Mid-Cap Value 2.58 2.58 8.89 16.29 13.68 8.43 1.01 -2.02 96.84 14.61 0.93 1.72 1.27 III NOT FOR USE WIN PARTICIPANTS Pagel/0 Please refer to the oroaram proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or los on to httoJlretirementmassmutual.coml. DCP1us : Invest Analytics Report of 03/31/2015 Short-reran I'rrtnruta.ict Lnn_l-trio 1'ci turmnurr 3 a Ris6/Rrl ural Data 5,r Ki,IJRcturii 11:11a 1.mnl 10'I -- - (.ro„ Sri '', Inception ul sharer I.\Pr'n,r 1,lurn,' 1 s,'lilh(11 Fund Saint::Index Name /Category Name D:1Il' (1(1' VIII 1 r ,S r 1 r SI` Btt:l A1Id1:1K.\III 11 Ill', Itatio Rano", Italili" Small Cap° 6111:111 Grossth MOS W X BlackRock Small Cap Groeth 11 Inv Opt 1028/1999 5.12 5.12 7.47 13.85 13.13 9.16 1.07 -3.49 88.78 19.12 0.73 1.78 1.62 VASCX Invesco Small Cap Discovery Inv Opt 11/27/2000 8.25 8.25 10.76 16.19 14.78 9.82 0.87 0.65 93.10 16.62 0.91 1.32 132 GISAX Invesco Small Cap Growth Ins Opt 10/18/1995 5.50 5.50 10.64 17.77 17.11 10.58 0.83 4.01 90.86 16.01 1.06 1.21 121 MNDI IX MFS Nets Discovery Inv Opt 4/1/2005 5.73 5.73 0.81 12.80 13.35 10.00 0.96 -2.37 84.11 18.59 0.76 1.33 1.28 EMGRX Nuveen Small Cap Select Ins Opt 5/6/1992 5.18 5.18 10.82 13.37 13.55 8.66 0.90 -1.83 90.47 18.48 0.77 1.55 1.55 II ISSX The I lartford Small Company Inv Opt 12/21/2006 5.21 5.21 11.25 16.58 15.20 10.17 0.94 1.54 92.91 17.25 0.90 1.25 1.25 Russell2000 Growth Index 6.62 6.62 /2.06 17.74 /6.58 10.0/ 1.00 0.00 100.00 18.3/ 0.90 - - Morningstar Cat Small Growth 5.77 5.77 8.05 15.21 15.12 9.20 0.92 -0.56 98.08 17.23 0.83 1.85 138 Small Blend LSMAX Columbia Small Cap Core Inv Opt 11/2/1998 1.78 1.78 0.31 11.69 12.26 7.99 0.95 -2.55 92.50 17.58 0.74 1.38 1.38 DISSX Dreg Ills Small Cap Stock Index Ins Opt 6/30/1997 4.01 4.01 8.53 16.93 1 5.95 9.43 0.93 1.68 97.77 16.81 0.96 0.51 0.50 GSSMX Goldman Sachs Small Cap Value Inv Opt 10/22/1992 2.84 2.84 7.87 16.56 15.34 9.57 1286 2.73 95.47 16.38 0.95 1.40 1.35 I SMEAX Invesco Small Cap Equity lox Opt 8/31/2000 4.74 4.74 7.33 14.33 14.39 8.92 0.87 0.03 92.84 17.23 0.86 1.29 1.29 MCJFX MM Russell 2000 Small Cap Index Inv Opt 4/1/2014 4.11 4.11 7.67 -- -- 6.23* -- 0.95 0.80 RTRKX Royce Total Return Inv Opt 5/12008 1.73 1.73 2.25 12.51 11.76 7.47 0.77 0.29 90.55 14.07 0.85 1.55 1.55 MMQFX Select WellingtonlBarrowHanley Small Cap Value Equity Inv Opt 4/1/2014 4.39 4.39 9.46 16.77 15.06 8.02* 1.00 1.11 93.86 18.68 0.84 136 1.32 Russell 2000 Index 4.31 4.3/ 8.21 16.27 14.56 8.81 /.00 0.00 100.00 17.75 0.81 - - Morningstar Cat:Small Blend 3.59 3.59 6.02 14.88 13.71 8.29 0.92 0.44 97.85 17.08 0.79 1.73 1.28 Small Value ACSCX American Century Small Cap Value Inv Opt 12/31/1999 3.17 3.17 5.95 14.80 12.06 8.98 0.92 0.80 97.33 16.43 0.77 1.55 1.55 AVESX Ave Maria Opportunity Inv Opt 5/1/2006 -9.25 -9.25 -19.48 -0.11 4.46 2.54* 0.81 -7.28 74.53 14.36 0.37 1.42 1.27 VSFAX Federated Clover Small Value Inv Opt 2/28/1996 1.32 1.32 4.43 13.65 11.84 8.30 0.86 1.19 92.09 16.91 0.74 1.45 1.28 FRVLX Franklin Small Cap Value Inv Opt 3/11/1996 0.33 0.33 -1.19 12.91 12.42 7.89 0.99 -1.01 89.19 18.86 0.71 1.14 1.14 VSCAX Invesco Small Cap Value Inv Opt 6/21/1999 4.98 4.98 7.85 18.72 16.19 11.87 1.01 4.63 76.15 2037 0.83 1.12 1.12 PSOAX JPMorean Small Cap Value Inv Opt 1/27/1995 2.59 2.59 5.83 15.74 13.74 8.11 1.01 0.82 97.85 17.91 0.80 1.51 1.33 i RVFKX Royce Value Inv Opt 5/15/2008 3.25 3.25 1.87 9.09 9.63 8.33 0.91 -4.18 76.82 17.55 0.60 1.62 1.62 SSGSX Victory Sycamore Small Company Opportunity Inv Opt 3/26/1999 2.42 2.42 5.76 14.09 13.25 9.29 0.94 -0.45 95.13 16.34 0.84 1.31 1.31 Russell 2000 Value Index 1.98 1.98 4.41 14.78 12.53 7.53 /.00 0.00 100.00 17.49 0.71 - - MorningstarCat:Small Value 2.28 2.28 3.93 14.29 12.55 7.91 0.92 0.88 96.65 16.75 0.76 2.08 1.38 NOT FOR USE WITH PLAN PARTICIPANTS Page 9 of 20 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or lost on to http://retirement.massmutual.com/. DCPIus : Investment Analytics Report As of 03/31/2015 Short-Term Perfo ma nee Lone-Tenn Performance 3 Sr Risk/Return Data 5 or Risk/Return Data Fund I0 Yr Gross \et I inception or Sharpe F xpense Expense Scmhnl Pund M1ame/Index tianirs/(-atrizorp Name Date ' s 1 6 6n Qtr l"ll) 1 Yr 3 Yr 5 Sr SI` Beta .11pha- R-Ss St Dec Ratios liuliu Isatin International/Globale Dix ersitied Emerging\ta rkets GTDDX Invesco Developing Markets Inv Opt 1/11/1994 -3.38 -3.38 -7.24 -1.45 2.13 9.63 0.86 0.29 90.58 15.53 0.20 1.43 1.41 MSCI EM NR USD 2.23 2.23 0.43 0.31 1.74 8.47 1.00 0.00 100.00 18.07 0.09 - - Morningstar Cat:Diversified Emerging Markets 1.13 1.13 -1.18 0.62 1.44 7.58 0.92 0.60 97.82 17.22 0.07 2.60 1.60 Foreign Large Blend BREAX BlackRock International Opportunities Inv Opt 9/26/1997 5.20 5.20 -5.63 6.74 4.91 7.08 0.90 -1.30 90.45 16.93 0.36 1.53 1.43 JIGRX Janus Overseas Inv Opt 7/6/2009 -1.49 -1.49 -14.16 -3.91 -4.78 5.75 1.27 -9,78 64.14 22.01 -0.11 0.93 0.93 LICAX Lord Abbett International Core Equity Inv Opt 12/31/2003 3.72 3.72 -4.25 5.80 4.24 4.44 0.95 -2.09 96.48 16.52 0.33 1.26 1.12 MINGX MFS International Value Inv Opt 10/1/2008 6.59 6.59 6.96 13.49 10.92 8.35 0.75 5.49 83.59 12.94 0.86 1.09 1.07 MRSHX MFS Research International Inv Opt 4/1/2005 5.65 5.65 -1.13 7.02 6.01 5.47 0.94 -1.49 96.29 16.03 0.44 1.13 1.11 MKRFX MM MSCI EAFE International Index Inv Opt 4/1/2014 5.26 5.26 -1.48 -- -- 2.13* -- -- -- -- -- 0.84 0.76 MOSFX Select Overseas Inv Opt 4/1/2014 5.56 5.56 -0.57 8.66 6.53 5.88 1.00 0.54 94.77 17.03 0.45 1.36 1.36 I1IOSX The Hartford international Opportunities Inv Opt 12/21/2006 4.86 4.86 1.78 8.17 6.57 6.90 0.84 1.65 92.16 15.73 0.47 1.14 1.14 MSCI ACWI Er USA NR USD 3.49 3.49 -1.01 6.40 4.81 5.46 0.97 -1.54 96.71 16.25 0.29 - - Morningstar Cat:Foreign Large Blend 4.70 4.70 -0.75 7.86 5.67 4.99 0.93 -0.04 97.88 16.19 0.34 1.69 1.28 Foreign Large Grosz th RERCX American Funds EuroPacific Growth Inv Opt 5/21/2002 5.81 5.81 2.15 9.25 6.43 6.99 0.95 0.89 96.30 15.54 0.47 1.14 1.14 CIGRX Calamos International Growth Inv Opt 3/16/2005 7.05 7.05 -0.38 4.83 7.34 8.05 0.91 -3.17 88.20 14.63 0.55 1.39 1.39 AIIEX Invesco International Growth Inv Opt 4/7/1992 3.47 3.47 2.85 8.71 7.82 7.30 0.88 1.14 93.14 14.37 0.59 1.34 1.33 MGRTX MFS International Growth Inv Opt 10/1/2008 5.02 5.02 0.41 5.58 6.35 6.69 0.96 -1.70 94.92 15.69 0.46 120 1.20 OIDAX Oppenheimer International Diversified Inv Opt 9/27/2005 3.60 3.60 -2.08 9.29 7.11 6.54n 0.93 1.64 94.54 15.21 0.52 129 1.29 OIGAX Oppenheimer International Growth Inv Opt 3/25/1996 4.02 4.02 -4.38 8.97 8.39 7.76 0.98 1.29 93.05 16.17 0.57 1.14 1.14 THVRX Thornburg International Value Inv Opt 2/1/2007 7.45 7.45 6.13 6.59 5.45 6.73 0.91 -2.01 89.20 15.19 0.42 1.49 1.25 MSC/EAFE Growth Index 5.84 5.84 1.05 8.95 6.98 5.60 1.00 0.00 100.00 15.97 0.43 - - MorningstarCat:ForeignLargeGrowth 5.07 5.07 1.35 8.22 6.78 5.77 0.95 -0.29 96.29 15.81 0.40 1.66 1.38 Foreign I.arge Value AFJAX AllianzGl NFl International Value Inv Opt 3/31/2005 0.69 0.69 -5.32 3.97 4.44 6.61 0.85 -1.16 86.87 15.94 0.34 1.29 1.27 NAIGX Nuveen Tradewinds International Value Inv Opt 12/20/1999 6.20 6.20 -3.47 4.87 1.96 3.72 0.84 -4.57 87.38 14.04 0.20 1.42 1.42 TEMFX Templeton Foreign Inv Opt 10/5/1982 4.59 4.59 -7.15 7.78 5.93 5.30 0.99 -0.34 87.70 18.23 0.40 1.16 1.16 MSCI EAFE Value Index 3.88 3.88 -2.90 9.03 5.26 4.23 1.00 0.00 /00.00 17.53 0.29 - - Morningstar Cat:Foreign Large Value 4.10 4.10 -333 737 4.95 4.05 0.89 -0.09 97.78 1637 0.29 1.95 1.31 Foreign Small/Mid Growth HNSSX The Hartford International Small Company Inv Opt 5/28/2010 6.63 6.63 -3.47 11.83 10.21 7.55 -- -- -- 16.99 0.65 1.40 1.35 MSCI World Ex USA SMID NR USD 4.25 4.25 -2.23 8.80 7.32 6.03 0.00 0.00 0.00 16.47 0.44 - - Morningstar Cat:Foreign Small/Mid Growth 5.28 5.28 -2.01 10.49 9.87 7.82 0.00 0.00 0.00 15.96 0.57 1.80 1.54 Foreign Small/Mid Value PN VAX Putnam International Capital Opportunities Inv Opt 12/28/1995 5.93 5.93 -9.24 5.55 4.28 5.73 0.91 -0.41 82.35 19.00 0.31 1.39 1.39 MSC!World Fir USA SM/D NR USD 4.25 4.25 -2.23 8.80 7.32 6.03 0.86 1.99 89.75 16.47 0.44 - - Morningstar Cat:Foreign Small/Mid Value 4.56 4.56 -4.86 9.03 6.78 5.63 0.84 2.45 86.45 16.11 0.44 2.06 1.42 NVorld Stock RWICX American Funds Capital World Gmwth and Income Inv Opt 6/6/2002 2.57 2.57 4.70 12.26 9.23 7.46 0.96 0.44 96.45 14.17 0.69 1.09 1.09 nr.IPCV American Funds Ale..,Perspective I...,Cs..r 8.46 Inn 0.61 94.91 1:89 0.79 I 10 I 10 CAGEX Calamos Global Equity Inv Opt 3/1/2007 6.65 6.65 7.96 8.56 1035 7.39• 0.97 -3.97 81.07 13.16 0.81 1.40 1.40 SGQAX Deutsche Global Growth Inv Opt 6/18/2001 4.21 4.21 0.64 9.89 7.19 6.30 1.14 -3.73 86.39 16.31 0.50 1.50 1.50 TEDIX Franklin Mutual Global Discovery Inv Opt 11/1/1996 3.13 3.13 6.07 12.71 9.63 8.62 0.76 2.25 89.78 10.95 0.89 1.28 1.28 OPPAX Oppenheimer Global Inv Opt 12/22/1969 7.32 7.32 8.82 13.77 10.83 7.86 1.12 -1.05 92.47 16.02 0.71 1.13 1.13 TEGOX Templeton Global Opportunities Inv Opt 2/28/1990 2.08 2.08 -3.38 10.20 7.13 6.33 1.16 -3.57 90.68 16.28 0.50 1.32 1.32 HCTSX The Hartford Global Capital Appreciation Inv Opt 12/22/2006 4.06 4.06 5.79 14.60 11.44 6.98• 1.04 2.59 86.92 15.86 0.76 1.24 1.05 MSCI World Index 2.31 2.31 6.02 /2.18 10.00 6.38 1.00 0.00 /00.00 14.19 0.69 - - Morningstar Cat:World Stock 2.82 2.82 4.19 10.88 9.44 6.63 0.99 -1.14 98.13 13.91 0.64 2.58 1.38 11111 NOT FOR USE WIN PARTICIPANTS Page S. Please refer to the program oroposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or loo on to htto:Ilretirementmassmutual.coml. DCP1us : InvestmeAnalytics Report of 03/31/2015 Sinai-Frrm PerkIrma,-, i IIIIU.-11,111 I'rrrnruuace 3 5 Iti,IJitet ort,flair -N r Iti,6/Rettnru Ila it I lain III 17 t.io„ 'lei I I uceptlon ui ',lire[H. I,In-n,1 iglu,,' Cvmhol Fund Name/Indcs N:une 1 - 5'Ir S1 ItHa l VI i' t �., r,n /(.ue!„or,Name Date Qtr 1'111 I 1 r i 1 rpho it �t Ur, ItaGo It:u i.. I1a.1 SpecialtyB Fquits Precious\IotaL OPGSX Oppenheimer Gold&Special Minerals Inv Opt 7/19/1983 -5.52 -5.52 -25.07 -27.27 -15.68 1.77 0.92 -41.72 5.91 32.73 -0.35 1.17 1.15 MSC!World/Metals&Mining PR USD -5.93 -5.93 -23.65 -15.86 -/2.22 0.13 - - - - - - - Morningstar Cat:Equity Precious Metals -3.90 -3.90 -22.88 -25.65 -14.49 0.75 0.74 -37.49 4.23 31.41 -0.45 1.50 1.41 Ilcalth ETHSX Salon Vance Worldwide Health Sciences Ins Opt 7/26/1985 8.97 8.97 29.81 28.18 19.66 13.36 0.99 7.24 50.71 12.89 1.46 1.46 1.46 I IGI ISX The I lartford I lealthcare Inv Opt 12/21/2006 9.45 9.45 29.06 29.37 21.45 13.73 0.96 9.82 57.86 13.46 1.51 1.34 1.34 DJ US Health Care TR USD 7.29 7.29 27.40 27.61 20.65 12.19 0.93 8.25 68.81 11.70 1.75 - - Morningstar Cat:Health 10.70 10.70 32.38 30.29 22.35 14.24 0.96 10.48 50.86 13.57 1.67 1.47 1.43 llultialtrrnatisr GARTX Goldman Sachs Absolute Return Tracker Inv Opt 5/30/2008 1.10 1.10 3.97 3.72 2.51 0.39" 0.43 -3.92 87.00 4.87 0.52 1.68 1.16 Barclays U.SAgg Bond TR USD /.60 1.60 5.7/ 3.10 4.41 4.92 0.00 2.65 0.0/ 2.80 1.54 - - Morningstar Cat:Multialternative 1.01 1.01 3.58 3.47 2.25 -- 0.42 -4.11 86.67 4.87 0.44 1.93 1.41 Morningstar Cat:Multialternative 1.01 1.01 3.58 3.47 2.25 - 0.29 -2.75 75.62 4.87 0.44 1.93 1.41 Natural Resources IGNYX Ivy Global Natural Resources Inv Opt 7/24/2003 1.73 1.73 -15.16 -2.85 -2.54 2.85 1.09 -21.32 33.03 24.30 0.01 1.33 1.33 1 PGNAX Prudential Jennison Natural Resources Inv Opt 1/22/1990 -2.34 -2.34 -25.81 -7.46 -3.04 5.65 1.22 -26.65 33.19 23.35 -0.01 1.16 1.16 S&P Nardi American Natural Resources Index -1.50 -1.50 -13.46 0.49 3.86 6.24 1.17 -13.68 44.16 20.33 218 - - Morningstar Cat:Natural Resources -1.41 -1.41 -15.68 -2.91 0.74 4.86 1.12 -20.97 46.72 19.62 -0.03 1.75 1.45 Real Estate FIi ETX Fidelity Advisor Real Estate Ins Opt 9/12/2002 5.44 5.44 24.37 13.56 15.07 9.58 0.68 2.39 22.19 16.62 0.92 1.37 1.37 I IARAX Invesco Real Estate Inv Opt 12/31/1996 3.47 3.47 22.34 12.67 14.08 9.35 0.67 1.96 24.23 15.26 0.93 1.25 1.25 OREAX Oppenheimer Real Estate Inv Opt 3/4/2002 5.01 5.01 25.98 14.20 15.51 9.81 0.71 2.30 23.16 16.23 0.96 1.46 1.36 DJ US Select REIT 4.71 4.71 25.26 13.94 15.88 9.45 0.64 3.70 18.49 /6.35 0.96 - - Morningstar Cat:Real Estate 4.37 4.37 22.53 13.06 15.05 8.75 0.64 2.78 22.44 15.14 0.96 1.68 1.31 Tech nolug SLMCX Columbia Seligman Communications and Information Inv Opt 6/23/1983 4.21 4.21 24.12 12.46 1325 12.01 1.20 -4.67 60.97 16.11 0.85 1.36 1.36 WSTYX Is!.Science and Technology Inv Opt 6/9/1998 5.02 5.02 8.53 20.79 17.10 13.77 1.07 3.83 61.40 15.41 1.10 1.24 1.24 Morningstar SEC/Tec/tnologr TR USD 1.49 1.49 /7.26 13.03 14.20 10.42 1.14 -2.67 71.51 15.87 0.88 - - Morningstar Cat:Technology 2.98 2.98 13.10 13.73 13.53 9.79 1.19 -3.63 68.92 16.20 0.84 1.84 1.57 C tilities MMUHX MFS Utilities Inv Opt 4/1/2005 0.86 0.86 6.82 13.70 13.44 11.61 0.79 -0.29 49.78 11.77 1.12 0.97 0.97 EVUAX Wells Fargo Adv Utility&Telecomm Inv Opt 1/4/1994 -3.27 -3.27 4.81 12.15 12.01 9.59 0.56 3.33 24.76 10.54 1.12 123 1.15 DJ Utilities Average Index -4.19 -4.19 14.28 12.82 13.66 9.18 0.39 6.93 7.07 12.24 1.10 - - Morningstar Cat:Utilities -2.30 -2.30 6.78 12.50 11.93 8.44 0.61 2.00 29.00 10.50 1.14 1.31 1.28 NOT FOR USE WITH PLAN PARTICIPANTS Page 11 of 20 I Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charged by MassMutual or loci on to http:/lretirementmassmutual.coml. DCPlus : Investment Analytics Report As of 03/31/2015 a Short-Eerm Performance Lone-Term Performance Sesen Das Yield 5 yr Ri%k/Rehmt Data Fnd IS Yr Cross Net Inception or Sharpe Expense Expense 55 mbol f nod Name Date Qtr YTD I Yr 3 Yr 5 Yr Si` St Des4 Ratio'. Ratio-' Ratio,dt Stable Value/Money MarketG Monev Market ACAXX American Century Prime Money Market Inv Opt 8/28/1998 0.00 0.00 0.01 0.01 0.01 1.38 0.01 0.00 -4.50 0.83 0.83 JRVXX JPMorgan Prime Money Market Inv Opt 7/312000 0.00 0.00 0.01 0.01 0.01 1.38 0.01 0.00 -4.44 0.71 0.70 3 Month T-81/! 0.00 0.00 0.02 0.05 0.07 1.43 -- 0.01 0.00 — — 1 • NOT FOR USE WISN PARTICIPANTS Page 60 Please refer to the program proposal for performance specific to your plan which is net of any fees and expenses charoed by MassMutual or loo on to httn:l/retirement.massmutual.com/. • • • Glossary - Disclosures This material has been prepared using public sources of information generally believed to be reliable. No representation can be made as to its accuracy. There are specific risks associated with certain funds. This information should not be construed as a recommendation to buy or sell any of the securities mentioned. References to securities are for illustrative purposes only. Performance numbers are at the underlying fund level and are as reported by Morningstar from Monthly return series, and are total return percentages. Long term performance numbers are annualized total returns. Investment representatives may call 1-800-874-2502, option 4 to obtain a program proposal. Existing customers may refer to your plan's website at : www.massmutual.com/planserve for performance specific to your plan,which is net of any fees and expenses charged by MassMutual. The underlying mutual funds are grouped into categories as defined by Morningstar. It is possible that investment options can move into other categories, or Morningstar may at times change their classification methodology. Benchmarks under each category are chosen to represent that category, so that all analysis is consistent within their respective category. These may not be consistent with each fund's stated prospectus benchmarks. The material in this report has been prepared for illustrative purposes. It may be based on specific selection criteria and showing only a portion of the available investment options. For a complete list of investment options available in this product please contact MassMutual. Morningstar The information contained herein: 1) is proprietary to Morningstar and/or its content providers; 2) may not be copied or distributed; and 3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from use of this information. © 2013 Morningstar, Inc. All rights reserved. Important Definitions * SI stands for Since Inception ** Indicates a Collective Trust for which performance data is unavailable through Morningstar. 'Beta: A measure of a fund's sensitivity to market movements. The beta of the market is 1.00 by definition. Morningstar calculates beta by comparing a fund's excess return over Treasury bills to the market's excess return over Treasury bills. A beta of 1.10 shows that the fund has performed 10% better than its benchmark index in up markets and 10% worse in down markets, assuming all other Page 13 of 20 factors remain constant. Conversely, whereas a beta of 0.85 indicates that the fund's excess return is expected to perform 15%worse than the market's excess return during up markets and 15%better during down markets. 2Alpha: A measure of the difference between a fund's actual returns and its expected performance, given its level of risk as measured by beta. A positive alpha figure indicates the fund has performed better than its beta would predict. In contrast, a negative alpha indicates the fund underperformed, given the expectations established by the fund's beta. All MPT statistics (alpha,beta, and R- squared) are based on a least-squared regression of the fund's return over Treasury bills (called excess return) and the excess returns of the fund's benchmark index. 3R-Squared: Reflects the percentage of a fund's movements that can be explained by movements in its benchmark index. An R- squared of 100 indicates that all movements of a fund can be explained by movements in the index. Thus, index funds that invest only in S&P 500 stocks will have an R-squared very close to 100. Conversely, a low R-squared indicates that very few of the fund's movements can be explained by movements in its benchmark index. An R-squared measure of 35, for example, means that only 35% of the fund's movements can be explained by movements in the benchmark index. R-squared can be used to ascertain the significance of a particular beta. Generally, a higher R-squared will indicate a more reliable beta figure. If the R-squared is lower, then the beta is less relevant to the fund's performance. 40 u.1 Deviation: A 4 a: �: 1 Y �� l dispersion L ..4 _. _ which, l mutual fund,7 >^ 7 L1eviaLion: tt statistical measurement o uispersion about all average, which, for a mutual luau, depicts flow widely the returns varied over a certain period of time. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund. When a fund has a high standard deviation, the predicted range of performance is wide, implying greater volatility. Standard deviation is most appropriate for measuring risk if it is for a fund that is an investor's only holding. The figure can not be combined for more than one fund because the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations, but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution, then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund, and 95 percent of the time within two standard deviations. Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period. All of the monthly standard deviations are then annualized. 5Sharpe Ratio: A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine reward per unit of risk. The higher the Sharpe Ratio, the better the fund's historical risk-adjusted performance. The Sharpe ratio is calculated for the past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns. Since this ratio uses standard deviation as its risk measure, it is most appropriately applied when analyzing a fund that is an investor's sole holding. The Sharpe Ratio can be used to compare two funds fund had to directly on how much risk abear to earn excess returnover the risk-free rate. 6Expense Ratio: This is the percentage of fund assets paid for operating expenses and management fees as per a fund's most recent prospectus. The expense ratio typically includes the following types of fees: accounting, administrator, advisor, auditor, board of directors, custodial, distribution (12b-1), legal, organizational, professional, registration, shareholder reporting, sub-advisor, and transfer agency. The expense ratio does not reflect the fund's brokerage costs or any investor sales charges. Page 0 • • • 6AGross Expense Ratio: In contrast to the net expense ratio, the gross expense ratio does not reflect any fee waivers in effect during the time period. Also known as the Total Annual Fund Operating Expense Ratio, Morningstar pulls the prospectus gross expense ratio from the fund's most recent prospectus. Prospectus expense ratios reflect material changes to the expense structure for the current period. 6BNet Expense Ratio: Net operating expenses are the expenses you are currently paying to own the Fund. If the net operating expenses shown are lower than the gross operating expenses, then the net operating expenses reflect voluntary fee waivers and/or expense reimbursements from the investment advisor that may be discontinued at any time. For more information on fee waivers and/or expense reimbursements, please see the expense table in the prospectus. 7Seven Day Yield: An annual yield that is based on the preceding seven days' level of income by the fund. Fund Specific Risks Sector Strategies: Portfolios that invest exclusively in one sector or industry involve additional risks. The lack of industry diversification subjects the investor to increased industry-specific risks. International/Emerging Market Equities: Investing in international securities involves special additional risks. These risks include, but are not limited to, currency risk, political risk, and risk associated with varying accounting standards. Investing in emerging markets may accentuate these risks. Small Cap Equities: Portfolios that invest in stocks of small companies involve additional risks. Smaller companies typically have a higher risk of failure, and are not as well established as larger blue-chip companies. Historically, smallercompany stocks have experienced a greater degree of market volatility than the overall market average. Mid Cap Equities: Portfolios that invest in companies with market capitalization below $10 billion involve additional risks. The securities of these companies may be more volatile and less liquid than the securities of larger companies. Bonds: Bonds are subject to interest rate risk. As the prevailing level of bond interest rates rise, the value of bonds already held in a portfolio declines. Portfolios that hold bonds are subject to declines and increases in value due to general changes in interest rates. High-Yield Bonds: Portfolios that invest in lower-rated debt securities (commonly referred to as junk bonds) involve additional risks because of the lower credit quality of the securities in the portfolio. The investor should be aware of the possible higher level of volatility, and increased risk of default. Target-Date Funds: Target-date funds typically invest in other mutual funds and are designed for investors who are planning to retire during the target date year. The fund's target date is the approximate date when investors expect to begin withdrawing their money. A target-date fund's investment objective/strategy typically becomes more conservative over time, primarily by reducing its allocation to equity mutual funds and increasing its allocations in fixed-income mutual funds. An investor's principal value in a target-date fund is not guaranteed at any time, including at the fund's target date. Page 15 of 20 Benchmark Information: Morningstar Category: In an effort to distinguish funds by what they own, as well as by their prospectus objectives and styles, Morningstar developed the Morningstar Categories. While the prospectus objective identifies a fund's investment goals based on the wording in the fund prospectus, the Morningstar Category identifies funds based on their actual investment styles as measured by their underlying portfolio holdings (portfolio and other statistics over the past three years). See specific category name for further details (i.e. "Category - Large Value"). 3-month Treasury Bill is a short-term obligation of the U.S. Treasury having a maturity period of 3 months and sold at a discount from face value Barclays Capital Aggregate Bond Index is a market value weighted performance benchmark for investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year Barclays Capital Global Aggregate Bond Index covers the most liquid portion of the global investment grade fixed-rate bond market, including government, credit and collateralized securities Barclays Capital Government Intermediate Bond Index is composed of all bonds covered by the Lehman Brothers Government Bond Index with maturities between one and 9.99 years. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indexes are rebalanced monthly by market capitalization Barclays Capital U.S. Treasury TIPS Index represents securities that protect against adverse inflation and provide a minimum level of real return. To be included in this index, bonds must have cash flows linked to an inflation index,be sovereign issues denominated in U.S. currency, and have more than one year to maturity, and, as a portion of the index, total a minimum amount outstanding of 100 million U.S. dollars Barclays Capital U.S. Universal Bond Index represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield Index, Investment-Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, the non-ERISA eligible portion of the CMBS Index, and the CMBS High-Yield Index. The index covers US dollar-denominated, taxable bonds that are rated either investment-grade or below investment-grade Barclays Capital US Corporate High Yield Bond Index covers the USD-denominated, non-investment grade, fixed-rate, taxable corporate bond market. Securities are classified as high-yield if the middle rating of Moody's, Fitch, and S&P is Bal/BB+/BB+or below. The index excludes Emerging Markets debt. The index was created in 1986, with index history backfilled to January 1, 1983. The U.S. Corporate High-Yield Index is part of the U.S. Universal and Global High-Yield Indices Barclays US Agg Bond Index is composed of the Barcap Govt/Credit Index, the Mortgage-Backed Securities Indices, and the Asset- Backed Securities Index, an unmanaged market value-weighted performance benchmark for investment-grade fixed-rate debt issues, • • Page.0 • • • with maturities of at least one year, and an outstanding par value of at least $100 million. The returns we publish for the index are total returns, which include reinvestment of dividends Barclays US Government TR USD is a market capitalization weighted index that tracks US Government-bond general and Treasury funds. Because it tracks the returns of U.S. Treasuries, agency bonds, and one-to three-year U.S. government obligations, this index is effective for tracking portfolios holding non-mortgage government securities. The returns we publish for the index are total returns, which include reinvestment of dividends Barclays US Govt/Credit 5-10 Yr TR USD is a market capitalization weighted index that represents a combination of the Government and Corporate Bond indices for bonds with maturities between 5 and 10 years. Includes both corporate (publicly-issued, fixed-rate, nonconvertible, investment grade, dollar-denominated, SEC-registered, corporate dept.) and government (Treasury Bond index, Agency Bond index, and Government index) indices The returns we publish for the index are total returns, which include reinvestment of dividends Barclays US Govt/Credit Long TR USD is a market capitalization weighted index that includes the Barcap Government and Barcap Corporate Bond indexes that have maturities of 10 years or longer. The returns we publish for the index are total returns, which include reinvestment of dividends BofAML US HY Master II TR USD is a market capitalization weighted index that tracks high yield corporate bonds administered by Merrill Lynch. This index includes zero-coupon bonds and payment-in-kind (PIK) bonds, which are two types of issues that the original Master Index didn't include Citi WGBI NonUSD USD is a market capitalization weighted index that measures the performance of fixed-rate, local currency, investment grade sovereign bonds. The WGBI is a widely used benchmark that currently comprises sovereign debt from over 20 countries, denominated in a variety of currencies, and has more than 25 years of history available. The WGBI provides a broad benchmark for the global sovereign fixed income market DJ US Health Care Index consists of companies included in the Dow Jones Global Universe Index that derive their primary revenue from the healthcare sector. The Dow Jones Global Universe Index covers 95% of the underlying free-float market capitalization at the country level for developed markets (excluding Europe) and at the aggregate level for Europe and emerging markets (all Europe and all emerging markets) DJ US Select REIT Index is a float-adjusted market capitalization weighted index that intends to measure the performance of publicly traded REITs and REIT-like securities. The index is a subset of the Dow Jones U.S. Select Real Estate Securities Index (RESI), which represents equity real estate investment trusts (REITs) and real estate operating companies (REOCs) traded in the U.S. The indices are designed to serve as proxies for direct real estate investment, in part by excluding companies whose performance may be driven by factors other than the value of real estate DJ Utilities Average Index is price-weighted and measures the performance of the large, well-known US companies within the utilities industry Page 17 of 20 JPM EMBI Global TR USD is a market capitalization weighted index that tracks total returns for traded external debt instruments (external meaning foreign currency denominated fixed income) in the emerging markets as well as U.S.dollar-denominated Brady bonds, loans and Eurobonds with an outstanding face value of at least $500 million Morningstar Aggressive Target Risk represents a portfolio of global equities, bonds and traditional inflation hedges such as commodities and TIPS. The allocation mix is 95% global equities and 5% global bonds. This portfolio is held in a static allocation appropriate for U.S. investors who seek above-average exposure to equity market risk and returns Morningstar Conservative Target Risk represents a portfolio of global equities, bonds and traditional inflation hedges such as commodities and TIPS. The allocation mix is 40% global equities and 60%global bonds. This portfolio is held in a static allocation appropriate for U.S. investors who seek a slightly below-average exposure to equity market risk and returns Morningstar Lifetime Moderate 2010 - 2055, Income represents a portfolio of global equities, bonds and traditional inflation hedges such as commodities and TIPS. This portfolio is held in proportions appropriate for a U.S. investor who is expecting to retire near the date of the particular fund. The Moderate risk profile is for investors who are comfortable with average exposure to equity market volatility Morningstar Moderate Target Risk represents a portfolio of global equities, bonds and traditional inflation hedges such as commodities and TIPS. The allocation mix is 60% global equities and 40% global bonds. This portfolio is held in a static allocation appropriate for U.S. investors who seek average exposure to equity market risk and returns Morningstar SEC/Technology Index measures the performance of companies engaged in the design, development, and support of computer operating systems and applications. This sector also includes companies that provide computer technology consulting services. Also includes companies engaged in the manufacturing of computer equipment, data storage products, networking products, semiconductors, and components MSCI EAFE Growth Index covers the full range of developed, emerging and All Country MSCI Equity Indices. As of the close of May 30, 2003, MSCI implemented an enhanced methodology for the MSCI Global Value and Growth Indices, adopting a two dimensional framework for style segmentation in which value and growth securities are categorized using different attributes - three for value and five for growth including forward looking variables. The objective of the index design is to divide constituents of an underlying MSCI Standard Country Index into a value index and a growth index, each targeting 50% of the free float adjusted market capitalization of the underlying country index. Country Value/Growth indices are then aggregated into regional Value/Growth indices. Prior to May 30, 2003, the indices used Price/Book Value (P/BV)ratios to divide the standard MSCI country indices into value and growth indices. All securities were classified as either "value" securities (low P/BV securities) or "growth" securities (high P/BV securities), relative to each MSCI country index MSCI EAFE Index - Morgan Stanley Capital International's market capitalization weighted index is composed of companies' representative of the market structure of 20 developed market countries in Europe, Australasia and the Far East. The index is calculated without dividends, with net or with gross dividends reinvested, in both US dollars and local currencies • 1111 Pagel/0 • • • MSCI EAFE Value Index covers the full range of developed, emerging and All Country MSCI Equity Indices. As of the close of May 30, 2003, MSCI implemented an enhanced methodology for the MSCI Global Value and Growth Indices, adopting a two dimensional framework for style segmentation in which value and growth securities are categorized using different attributes - three for value and five for growth including forward looking variables. The objective of the index design is to divide constituents of an underlying MSCI Standard Country Index into a value index and a growth index, each targeting 50% of the free float adjusted market capitalization of the underlying country index. Country Value/Growth indices are then aggregated into regional Value/Growth indices. Prior to May 30, 2003, the indices used Price/Book Value (P/BV) ratios to divide the standard MSCI country indices into value and growth indices. All securities were classified as either "value" securities (low P/BV securities) or "growth" securities (high P/BV securities), relative to each MSCI country index MSCI Emerging Markets Free Index -Morgan Stanley Capital International's market capitalization weighted index composed of companies representative of the market structure of 26 emerging market countries in Europe, Latin America, and the Pacific Basin. The MSCI EMF Index excludes closed markets and those shares in otherwise free markets that are not purchasable by foreigners MSCI Europe Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe. The Net Dividend approximates the minimum possible dividend reinvestment. The Total Return measures the market performance, including price performance and income from dividend payments MSCI World Ex US NR USD is a market capitalization weighted free-float adjusted index that measures the performance of the stock market in the following countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and the United Kingdom. NDTR_D indicates that the index is listed in U.S. dollars, with net dividends reinvested. NDTR_D indexes provide an estimate of the total return that would be achieved by reinvesting one twelfth of the annual yield reported at every month end. They also take into account actual dividends before withholding taxes, but exclude special tax credits declared by companies. In addition,NDTR_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty MSCI World Index -_Morgan Stanley Capital International's market capitalization weighted index composed of companies representative of the market structure of 22 developed market countries in North America, Europe, and the Asia/Pacific Region. The index is calculated without dividends, with net or with gross dividends reinvested, in both US dollars and local currencies MSCI World Index is a market capitalization weighted free-float adjusted index that includes all 23 MSCI developed market countries. NDTR_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, but exclude special tax credits declared by companies. In addition, NDTR_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty. The returns we publish for the index are total returns, which include reinvestment of dividends MSCI World/Metals & Mining Index is a subset of the MSCI World index covering those securities whose primary operations are in industries related to metals and mining. This index combines the following three S&P indices: the S&P Global Natural Resources- Agriculture Index, S&P Global Natural Resources-Energy Index, and the S&P Global Natural Resources-Metals and Mining Index. Page 19 of 20 The MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance. As of April 2002 the MSCI World Index consisted of the following 23 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan,Netherlands,New Zealand,Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the U.S. Russell 1000 Growth Index is a market capitalization-weighted index of those stocks of the 1,000 largest U.S. domiciled companies that exhibit growth-oriented characteristics. Russell 1000 Index is a market capitalization-weighted index of the 1000 largest companies within the Russell 3000 index. Also known as the Market-Oriented Index, because it represents the group of stocks from which most active money managers choose Russell 1000 Value Index is a market capitalization-weighted index of those stocks of the 1,000 largest U.S. domiciled companies that exhibit value-oriented characteristics Russell 2000 Growth Index is a market capitalization-weighted index of those stocks of the 2,000 largest U.S. domiciled companies that exhibit growth-oriented characteristic Russell 2000 Index is a market capitalization-weighted index of the stocks of the 2,000 smallest companies included in the 3,000 largest U.S. domiciled companies Russell 2000 Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values Russell Midcap Growth Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index that exhibit growth-oriented characteristics. The Russell 1000 Index is comprised of the 1,000 largest U.S. domiciled companies Russell Midcap Value Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000 Index that exhibit value-oriented characteristics. The Russell 1000 Index is comprised of the 1,000 largest U.S. domiciled companies S&P MidCap 400 TR is a market capitalization weighted index that serves as a barometer for the US mid-cap equities sector. To be included in the index, a stock must have a total market capitalization that ranges from roughly US$ 1.2 billion to US$ 5.1. Stocks in this index represent household names from all major industries including energy, technology, healthcare, financial and manufacturing S&P North American Natural Resources Index is composed of the 60 largest, publicly-traded companies in the natural resources and commodities industries. The eligibility requirements of this index are as follows: a minimum market capitalization of$1 billion dollars, a six-month average daily trading value of the stock greater than $10 million USD, and the stock must be traded on a developed exchange. The index uses a modified market-cap weighting to ensure that no one stock has a weight of more than 10% in the index Standard & Poor's 500 Index is a market capitalization weighted price index composed of 500 widely held common stocks • 11111 PageO Fixed Account' rMassMutual FINANCIAL GROUP' Asset Category: Stable Value st Quarter 2015 Total MassMutual General Account Assets:$137 billion' Overview Composition of Assets - Carrying Value' The Fixed Account has the objective to provide a stable rate of return along with principal preservation for ■Long-Term Bonds 55.2% ■Mortgage Loans 14.1% participants regardless of financial market fluctuations. Liquidity is provided at book value,which means at 0 Limited Partnerships,Joint Ventures&LLC's 5.1% ■Preferred Stock 0.4% principal value plus earned interest,for participant- U Common Stod-Unaffilated 0.9% 0CommonStod -Affiliated 5.9% directed benefit payments and transfers to non-competing investments.If the Fixed Account contract is fully or ' •Real Estate 0.6% 0 Derivatives 7.8 partially terminated by a plan sponsor,participants may receive a liquidation value of the Fixed Account that is ■Cash&Equivalents and Short Terms 1.7% 0 OtherAssets 0.1% more or less than the book value of the plan's investment in the Fixed Account contract and may cause a 0 Policy Loans 8.2% participant's account balance in the Fixed Account to be either increased or decreased.Please contact your record keeper for specific information regarding your Composition of Bonds - Carrying Value' plan's termination provisions. Effective January 1,2013,Hartford Life Insurance ■Corporate finds 63.8% ■US Government Bonds 12.3% Company("HLIC")entered into a reinsurance agreement with MassMutual with respect to the insurance products Zoill,: issued by HLIC to its retirement plan customers.Under 0 Municipal&Sovereign B nds 5.4% ■RMBS 2.9% the reinsurance agreement,HLIC transferred its economic risks,and the day-to-day operation and a CMBS 3.5% 0 Otter ABS(indudes CLO's)12.1% servicing,associated with the covered insurance products to MassMutual,and MassMutual agreed to provide iii, ministrative and other services for the covered Credit Rating Averages2 3 (NAIC)— Carrying Value rance policies for HLIC,in HLIC's name.In its role as ministrative service provider, MassMutual is i ■US Government 13.4% responsible for accepting and applying all deposits to the ■NAIC 1(Aa a,Aa,A) 43.6% O NAIC 2(Baa) 34.9% ■NAIC 3(Ba)4.1% applicable investment options and for paying all claims, including all withdrawals to plans and plan participants.Each covered insurance product,however, is still a contract between HLIC and the"contract owner" ONAIC4(B) 2.5% and the contractual guarantees in the HLIC contract DNAIC5(Caa and lower)0.9% ■NAIC 6 On or near de fault) 0.6% remain as provided in the contract. HLIC is still responsible for performing on its contractual guarantees. However,pursuant to the reinsurance Investor Risk Profile Financial Strength Ratings4 agreement, MassMutual has agreed to be 100% responsible to HLIC for liabilities under the covered Low Moderate High A.M.Best Company:A++(Superior) insurance products.Accordingly,to the extent HLIC is Fitch Ratings:AA+(Very Strong) unable to fulfill its obligations under the covered The Fixed Account maybe suitable for a varietyof insurance products,MassMutual has agreed to continue Moody's Investors Service:Aa2(Excellent) paying claims for covered insurance products directly to investor types,including the following: •Pre-retirees who are interested in protecting their Standard and Poor's:AA+(Very Strong) the related policyholders.While this does not create a assets in case of a market downturn legal relationship between MassMutual and the holder of •Risk-averse investors of any age who desire a stable an HLIC insurance product,it does mean that holders of value investment with a stated rate of return HLIC insurance products have an interest in the financial .investors with various risk tolerances and an asset strength and claims paying ability of MassMutual,which is allocation strategy that includes a guaranteed rate described herein. component 'The product features discussed here describe the current Hartford Life Insurance Company("HLIC")Fixed Account product offering administered by the Massachusetts Mutual Life Insurance Company("MassMutual"). 2 Dollar amounts and percentages above are based on MassMutual General Account assets not including subsidiaries.Information as of 03/31/2015,data subject to change. 3 The quality of the bond portfolio is determined by the use of the Securities Valuation Office ratings(represented by the NAIC categories)and the equivalent rating agency lieRsignations,except for RMBS and CMBS that use outside modelers. atings are for Massachusetts Mutual Life Insurance Company and do not apply to any separate investment accounts or mutual funds offered by MassMutual or its affiliates.For current ratings,please visit www.massmutual.com/ratings. MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual),of which Retirement Services is a division,and its affiliated companies and sales representatives.Copyright©2015 Massachusetts Mutual Life Insurance Company.All rights reserved. RS-32645-00 1 MassMutual. Invesco Technology Investment Option FINANCIAL GRGUP Publication Date 20 2015 t . Code: 108 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category _ Technology Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 76.29 The Fund's investments are concentrated in a specific industry or sector,and are subject to greater risk than traditional diversified equity Foreign Stock 21.24 funds. Bond 0.00 Foreign Bond 0.00 Preferred 0.00 Volatility Profile Convertible 0.00 Cash 2.46 Other 0.00 MODERATE Total 9999% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets y The ranking is compared against other funds within the same broad category group. Apple Inc 6.95 0 = The higher the volatility,the higher the variation in returns. NXP Semiconductors NV 5.20 Salesforce.com Inc 4.69 Strategy Facebook Inc Class A 4.45 MasterCard Inc Class A 4.31 The investment seeks long-term growth of capital.The fund invests,under normal circumstances,at least 80%of its net assets(plus Google Inc Class A 4.24 any borrowings for investment purposes)in securities of issuers engaged in technology-related industries,and in derivatives and Celgene Corp 4.11 other instruments that have economic characteristics similar to such securities.It invests primarily in equity securities.The principal Avago Technologies Ltd 4.09 type of equity security in which the fund invests is common stock. Alkermes PLC 3.41 DISH Network Corp 3.40 Total 4485% Portfolio Statistics As of 3/31/2015 •ification °/0 Assets Inception Date: 1/19/1984 Investment Advisor: Invesco Advisers,Inc. Net Assets($in millions): $745.78 Portfolio Manager: Warren Tennant Basic Materials 0.46 Number of Stock Holdings: 41 Consumer Cyclical 5.55 Financial Services 6.54 Real Estate 0.00 Consumer Defensive 0.00 Healthcare 22.37 Utilities 0.00 Communication Services 5.81 Energy 0.00 Industrials 1.39 Technology 57.89 Total 100.01% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. aligstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. rAMassMutual Hartford Healthcare HLS Investment Option FINANCIAL GROUP® Publication Date 2Q 2015 VRU Code: 101 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Health Risk/Return Spectrum As of 3/31/2015 .. ..... Asset Allocation %Assets Stable Value/ Band Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty r Money Market Balanced Global Stock 77.15 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 17.74 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.00 The Fund's investments are concentrated in a specific industry or sector,and are subject to greater risk than traditional diversified equity Foreign Bond 0.00 funds. Preferred 0.00 Convertible 0.00 Cash 4.94 Volatility Profile Other 0.17 Total 10000% MODERATE Largest Holdings %AssetsThe volatility profile is a measure of the level of risk of the underlying fund and is Bristol-Myers Squibb Company 5.78 based on a ranking of the three year standard deviation of the fund's performance. Medtronic PLC 5.02 3 s The ranking is compared against other funds within the same broad category group. Gilead Sciences Inc 4.46 0 = The higher the volatility,the higher the variation in returns. Actavis PLC 4.12 McKesson Corp 3.16 Strategy Aetna Inc 2.93 Regeneron Pharmaceuticals Inc 2.87 The investment seeks long-term capital appreciation.The fund invests at least 80%of its assets in the equity securities of health care- HCA Holdings Inc 2.28 related companies worldwide as selected by the sub-adviser.It will invest in securities of issuers located in a number of different Alkermes PLC 2.27 countries throughout the world,one of which may be the United States;however,it has no limit on the amount of assets that may be Cigna Corp 2.19 invested in each country.The fund may invest in securities of companies of any market capitalization.It will be close to fully invested; Total 3508% cash balances normally will not exceed 10%of net assets. fff Diversification %Assets Basic Materials 0.00 Portfolio Statistics As of 3/31/2b 1 i Consumer Cyclical 0.00 Inception Date: 5/1/2000 Investment Advisor: Hartford Funds Management Financial Services 0.00 Net Assets($in millions): $410.35 Company,LLC Cons Estate .22 ConsummerrDefensive 1.22 Number of Stock Holdings: 96 Investment Sub Advisor: Wellington Management Healthcare 96.84 Company LLP Utilities 0.00 Portfolio Manager: Team Managed Communication Services 0.00 Energy 0.00 Industrials 0.00 Technology 1.94 Total 10000% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its contentproviders;(2)maynot be copied or distributed;a 9 9 � P P ry 9 P (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. �_ rjMa55Mutua1. MFS Utilities Investment Option FINANCIAL GRBUP Publication Date 20 2015 ►-. Code: 116 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Utilities Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 60.33 The Fund's investments are concentrated in a specific industry or sector,and are subject to greater risk than traditional diversified equity Foreign Stock.. 30.51 funds. Bond 0.00 Foreign Bond 0.00 Preferred 4.37 Volatility Profile Convertible 0.00 Cash 3.29 Other 1.50 MODERATE Total 10000% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets s The ranking is compared against other funds within the same broad category group. PPL Corp 3.52 o = The higher the volatility,the higher the variation in returns. NextEra Energy Inc 3.35 Exelon Corp 3.02 Strategy Comcast Corp Class A 2.66 NRG Energy Inc 2.63 The investment seeks total return.The fund normally invests at least 80%of its net assets in securities of issuers in the utilities Sempra Energy 2.55 industry.Issuers in the utilities industry include issuers engaged in the manufacture,production,generation,transmission,sale or Public Service Enterprise Group Inc 2.54 distribution of electric,gas or other types of energy,and issuers engaged in telecommunications,including wireless,telephone,and Kinder Morgan,Inc 2.52 cable(but not engaged in public broadcasting). Calpine Corp 2.16 Williams Companies Inc 2.16 Total27.11% Portfolio Statistics As of 3/31/2015 •ification %Assets Inception Date: 2/14/1992 Investment Advisor: Massachusetts Financial Net Assets($in millions): $6,334.88 Services Co Basic Materials 0.00 Number of Bond Holdings: 1 Portfolio Manager: Maura A.Shaughnessy Consumer Cyclical 1.41 Number of Stock Holdings: 113 Robert Persons Financial Services 0.00 Real Estate 1.55 Consumer Defensive 0.00 Healthcare 0.00 Utilities 55.11 Communication Services 21.81 Energy 19.40 Industrials 0.40 Technology 0.33 Total 10001% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 4 ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. ra" MassMutual® American Funds Capital World Growth and Income Investment Option FINANCIAL GROUP __ Publication Date 20 2015 VRU Code: 489 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category World Stock Risk/Return Spectrum As of 3/31/2015 Stable Value/ Asset Allocation/ International/ Asset Allocation %Assets Money Market Bond Balanced Large Cap Mid Cap Small Cap Global Specialty Stock 40.61 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 50.39 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.38 Foreign Bond 0.63 Preferred 1.05 Volatility Profile Convertible 0.00 Cash 3.79 Other 3.15 MODERATE Total 10000% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets I - - The ranking is compared against other funds within the same broad category group. Amgen Inc 3.91 0 = The higher the volatility,the higher the variation in returns. Novartis AG 2.90 Bayer AG 2.23 Strategy Gilead Sciences Inc 2.07 Verizon Communications Inc 1.79 The investment seeks long-term growth of capital while providing current income.The fund invests primarily in common stocks of Altria Group Inc 1.70 well-established companies located around the world,many of which have the potential to pay dividends.It invests,on a global basis, BP PLC 1.43 in common stocks that are denominated in U.S.dollars or other currencies.Under normal market circumstances,the fund invests a Philip Morris International Inc 1.39 significant portion of its assets in securities of issuers domiciled outside the United States.The fund may also invest in issuers in Prudential PLC 1.33 developing countries. Texas Instruments Inc 1.32 Total 2007% - Portfolio Statistics As of 3/31/T Diversification %Assets Inception Date: 6/7/2002 Investment Advisor: Capital Research and United States 40.99 Net Assets($in millions): $90,276.85 Management Company United Kingdom 12.26 Switzerland 6.11 Number of Bond Holdings: 38 Portfolio Manager: Team Managed Germany 4.73 Number of Stock Holdings: 284 Japan 3.95 France 3.09 Hong Kong 2.95 China 1.96 Thailand 1.52 Taiwan 1.37 Total 7893% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. i.1 ,- MassMutual° American Funds EuroPacific Growth Investment Option FINANCIAL GROUP Publication Date 20 2015 ►-. Code: 143 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Foreign Large Growth Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 0.00 Investments made outside the United States involve special risks,such as currency fluctuations,political instability,differing securities Foreign Stock 86.72 regulations and periods of illiquidity. Bond 0.39 Foreign Bond 0.00 Preferred 1.02 Volatility Profile Convertible 0.00 Cash 9.42 Other 2.44 MODERATE Total 9999% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets y The ranking is compared against other funds within the same broad category group. Novo Nordisk NS B 4.33 0 = The higher the volatility,the higher the variation in returns. Bayer AG 2.61 SOFTBANK Corp 2.42 Strategy Novartis AG 2.35 Prudential PLC 1.82 The investment seeks long-term growth of capital.The fund invests primarily in common stocks of issuers in Europe and the Pacific Barclays PLC 1.74 Basin that the investment adviser believes have the potential for growth.Growth stocks are stocks that the investment adviser believes HDFC Bank Ltd 1.50 have the potential for above-average capital appreciation.It normally invests at least 80%of net assets in securities of issuers in Murata Mfg Co Ltd 1.40 Europe and the Pacific Basin.The fund may invest a portion of its assets in common stocks and other securities of companies in AIA Group Ltd 1.36 countries with developing economies and/or markets. Nintendo Co Ltd 1.36 Tota l2089% 0 Portfolio Statistics As of 3/31/2015 ification %Assets Inception Date: 4/16/1984 Investment Advisor: Capital Research and United Kingdom 13.78 Net Assets($in millions): $132,838.05 Management Company Japan 12.09 Number of Bond Holdings: 5 Portfolio Manager: Team Managed France 8.28 India 7,22 Number of Stock Holdings: 263 China 5.94 Germany 5.55 Switzerland 5.51 Denmark 4.73 Hong Kong 4.64 Canada 2.46 Total 7020% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 1000/n due to rounding. 4 ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. rMassMutual Hartford International Opportunities HLS Investment Option FINANCIAL GROUP° ME- Publication Date 20 2015 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan . s VRU Code. 13 in the separate account which invests directly in the mutual fund. Morningstar Category Foreign Large Blend Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Glohal Stock 0.43 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 95.85 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.00 Foreign Bond 0.00 Preferred 0.81 Volatility Profile Convertible 0.00 Cash 0.38 Other 2.52 MODERATE Total 9999% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets s The ranking is compared against other funds within the same broad category group. E Novartis AG 3.48 0 = The higher the volatility,the higher the variation in returns. Anheuser-Busch Inbev SA 3.42 AstraZeneca PLC 2.81 Strategy - Taiwan Semiconductor Manufacturing Co Ltd 2.05 The investment seeks long-term growth of capital.The fund normally invests at least 65%of its net assets in stocks issued by non- Sky PLC 2.03 U.S.companies that trade in foreign markets that are generally considered to be well established.It diversifies its investments among UBS Group AG 2.03 a number of different countries throughout the world,with no limit on the amount of assets that may be invested in each country.The Julius Baer Gruppe AG 1.96 fund may invest up to the greater of 25%or the weight of emerging markets in the MSCI All Country World ex USA Index("MSCI AC Luxottica Group SpA 1.87 World ex USA Index")plus 10%of its net assets in companies domiciled in emerging markets. CRH PLC 1.86 WPP PLC 1.84 1 . 1. Total 23.35% Portfolio Statistics As of 3/31/2' Diversification %Assets Inception Date: 7/2/1990 Investment Advisor: Hartford Funds Manage Japan 20.03 Net Assets($in millions): $1,509.40 Company,LLC France 10.05 Number of Stock Holdings: 99 Investment Sub Advisor: Wellington Management United Kingdom 10.03 Company LLP Switzerland 9.84 Portfolio Manager: Tara Stilwell Italy 6.24 Nicolas Choumenkovitch iip Germany 5.21 China 5.04 Sweden 4.81 India 4.63 Netherlands 4.30 Total 8018% Processingffl andpublication dates varybyfund company resultinginpotential variations in"as of"dates.Information contained herein is to change at anytime,and mayvarybased P Y � subject on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. INMassMutual Janus Overseas Investment Option FINANCIAL G R O U P Publication Date 20 2015 ►-. Code: 75 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Foreign Large Blend Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond r Asset Allocation/ Large Cap r Mid Cap r Small Cap International! Specialty Money Market Balanced Global Stock 12.28 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 85.22 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.00 Foreign Bond 0.00 Preferred 0.00 Volatility Profile Convertible 0.00 Cash 0.00 Other 2.50 MODER4TF Total 10000% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets . . The ranking is compared against other funds within the same broad category group. Reliance Industries Ltd 7.50 o = The higher the volatility,the higher the variation in returns. ARM Holdings PLC 4.62 United Continental Holdings Inc 4.28 Strategy Evergrande Real Estate Group Ltd 4.00 Li&Fung Ltd 3.66 The investment seeks long-term growth of capital.The fund pursues its investment objective by investing,under normal Deutsche Bank AG 3.13 circumstances,at least 80%of its net assets in securities of issuers or companies from countries outside of the United States. It also Cobalt International Energy Inc 3.11 may normally invest up to 20%of its assets,measured at the time of purchase,in U.S.issuers,and it may,under unusual DLF Ltd 3.08 circumstances,invest all or substantially all of its assets in a single country.The fund may have significant exposure to emerging Adani Enterprises Ltd 2.98 markets.It may also invest in U.S.and foreign debt securities. Panalpina Welttransport(Holding)AG 2.61 Total 3897% Portfolio Statistics As of 3/31/2015 40ification %Assets Inception Date: 5/2/1994 Investment Advisor: Janus Capital Management In is 20.62 Net Assets($in millions): $2,745.77 LLC United States 12.11 Number of Stock Holdings: 67 Portfolio Manager: Brent A. Lynn United Kingdom 11.71 China 9.89 Hong Kong 9.00 Canada 6.22 Germany 4.34 Brazil 3.84 Switzerland 3.35 Russia 2.45 Total 8353% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 0 9star Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. ITA MassMutual MFS International Value Investment Option _ FINANCIAL GBOUP® Publication Date 20 2015 VRU Code: 404 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. iii- Morningstar Category Foreign Large Blend Risk/Return Spectrum As of 3/31/2015 % Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap international/ Specialty Asset Allocation Assets Money Market Balanced Global Stock 7.48 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 87.57 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. - Bond 0.00 Foreign Bond 0.00 Preferred 0.00 Volatility Profile Convertible 0.00 Cash 4.67 Other 0.28 MODERATE Total 10000% } The volatility profile is a measure of the level of risk of the underlying fund and is / based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets s The ranking is compared against other funds within the same broad category group. Nestle SA 3.96 = The higher the volatility,the higher the variation in returns. Danone 3.47 Reckitt Benckiser Group PLC 3.03 Strategy KDDI Corp 2.86 Kao Corp P.82 The investment seeks capital appreciation.The fund normally invests its assets primarily in foreign equity securities,including Colgate-Palmolive Co 2.81 emerging market equity securities.Equity securities include common stocks,preferred stocks,securities convertible into stocks, Compass Group PLC 2.50 equity interests in real estate investment trusts(REITs),and depositary receipts for such securities.It focuses on investing the fund's Brambles Ltd 2.48 assets in the stocks of companies it believes are undervalued compared to their intrinsic value(value companies). Henkel AG&Co KGaA Pfd Shs-Non-voting 2.32 - LM Ericsson Telephone Company B 2.27 Portfolio Statistics As of 3/31/2015 Total 2852% Inception Date: 10/1/2008 Investment Advisor: Massachusetts Financi. Diversification %Assets Net Assets($in millions): $24,973.43 Services Co Japan 22.80 Number of Stock Holdings: 94 United Kingdom 17.86 Switzerland 11.60 Germany 10.52 France 7.76 United States 7.48 Netherlands 3.34 Australia 3.11 Sweden 2.27 Canada 1.76 1 Total 8850% Elt ffi Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. f— MassMutual° Oppenheimer Global Investment Option FINANCIAL GNOUP Publication Date 20 2015 ► • Code: 118 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category World Stock Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Glottal Stock 44.07 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock . 55.15 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.00 Foreign Bond 0.00 Preferred 0.04 Volatility Profile Convertible 0.00 Cash 0.57 Other _ 0.17 MODERATE Total 10000% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets y The ranking is compared against other funds within the same broad category group. McGraw Hill Financial Inc 2.78 0 = The higher the volatility,the higher the variation in returns. LM Ericsson Telephone Company B 2.48 Murata Mfg Co Ltd 2.35 Strategy Altera Corp 2.25 eBay Inc 2.17 The investment seeks capital appreciation.The fund invests mainly in common stock of U.S.and foreign companies.It can invest Airbus Group NV 2.13 without limit in foreign securities and can invest in any country,including countries with developing or emerging markets.However, Walt Disney Co 2.04 the fund currently emphasizes its investments in developed markets such as the United States,Western European countries and Aetna Inc 2.03 Japan.It does not limit its investments to companies in a particular capitalization range,but primarily invests in mid-and large-cap Anthem Inc 2.01 companies.The fund normally will invest in at least three countries(one of which may be the United States). Colgate-Palmolive Co 1.95 Total 2219% Portfolio Statistics As of 3/31/2015 0 ification %Assets Inception Date: 12/22/1969 Investment Advisor: OFI Global Asset Management, United States 44.07 Net Assets($in millions): $10,524.06 Inc. Japan 11.37 Number of Stock Holdings: 87 Investment Sub Advisor: OppenheimerFunds, Inc. Germany 9.89 France 7.05 Portfolio Manager: Rajeev Bhaman Switzerland 4.95 United Kingdom 4.85 Sweden 4.03 Spain 3.48 India 3.13 Brazil 2.62 Total 9544% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. gstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other •n ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. Ira" MassMutual. Oppenheimer Global Investment Option FINANCIAL Ga0 UP � Publication Date 20 2015 VRU Code: 118 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan . s - in the separate account which invests directly in the mutual fund. Morningstar Category World Stock Risk/Return Spectrum As of 3/31/2015 Asset Allocation °/0 Assets Money Market gond AsseBalanced Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Stock 44.07 Investing in foreign issuers and non-dollar securities may involve different and additional risks associated with foreign currencies, Foreign Stock 55.15 investment disclosure,accounting,securities regulation,commissions,taxes,political or social instability,war or expropriation. Bond 0.00 Foreign Bond 0.00 Preferred 0.04 Volatility Profile Convertible 0.00 Cash 0.57 Other 0.17 MODERATE Total 10000% ,,,III The volatility profile is a measure of the level of risk of the underlying fund and is / based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets / y The ranking is compared against other funds within the same broad category group. McGraw Hill Financial Inc 2.78 o = The higher the volatility,the higher the variation in returns. LM Ericsson Telephone Company B 2.48 Murata Mfg Co Ltd 2.35 it Altera Corp 2.25 Strategy eBay Inc 2.17 The investment seeks capital appreciation.The fund invests mainly in common stock of U.S.and foreign companies.It can invest Airbus Group NV 2.13 without limit in foreign securities and can invest in any country,including countries with developing or emerging markets.However, Walt Disney Co 2.04 the fund currently emphasizes its investments in developed markets such as the United States,Western European countries and Aetna Inc 2.03 Japan.It does not limit its investments to companies in a particular capitalization range,but primarily invests in mid-and large-cap Anthem Inc 2.01 a Colgate-Palmolive Co 1.95 companies.The fund normally will invest in at least three countries(one of which may be the United States). Total 22.19% Portfolio Statistics As of 3/31/2' Diversification %Assets Inception Date: 12/22/1969 Investment Advisor: OFI Global Asset Manag. United States 44.07 Net Assets($in millions): $10,524.06 Inc. Japan 11.37 Number of Stock Holdings: 87 Investment Sub Advisor: OppenheimerFunds, Inc. Germany 9.89 g pp France 7.05 Portfolio Manager: Rajeev Bhaman Switzerland 4.95 - United Kingdom 4.85 Sweden 4.03 Spain 3.48 India 3.13 Brazil 2.62 Total 9544% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. MIMassMutual. AllianzGl NFJ Small-Cap Value Investment Option FINANCIAL GROUP Publication Date 20 2015 • Code: 471 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Small Value Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Bonds Asset Allocation Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Small company investing involves specific risks not necessarily encountered in large company investing,such as increased volatitlity. Small Value Blend Growth Volatility Profile As of 3/31/2015 MODERATE Asset Allocation %Assets The volatility profile is a measure of the level of risk of the underlying fund and is Stock 89.67 based on a ranking of the three year standard deviation of the fund's performance. Foreign Stock 4.61 . . The ranking is compared against other funds within the same broad category group. Bond 0.00 o = The higher the volatility,the higher the variation in returns. Foreign Bond 0.00 Preferred 0.00 Convertible 0.00 Strategy Cash 4.58 The investment seeks long-term growth of capital and income.The fund normally invests at least 80%of its net assets(plus Other 1.14 borrowings made for investment purposes)in common stocks and other equity securities of companies with smaller market Total 10000% capitalizations.The managers currently consider smaller market capitalization companies to be companies with market capitalizations Largest Holdings %Assets of between$100 million and$4 billion.The fund normally invests significantly in securities of companies that the portfolio managers expect will generate income(for example,by paying dividends). World Fuel Services Corp 1.44 Western Refining Inc 1.43 Ingredion Inc 1.33 Portfolio Statistics As of 3/31/2015 ercial Metals Co 1.26 k&Wilcox Co111 1.24 Inception Date: 10/1/1991 Investment Advisor: Allianz Global Inv Fund Mgmt al ATK Inc 1.24 Net Assets($in millions): $6,412.67 LLC Royal Gold Inc 1.23 Number of Stock Holdings: 135 Investment Sub Advisor: NFJ Investment Group LLC- American Financial Group Inc 1.21 Dallas Mentor Graphics Corp 1.20 Portfolio Manager: Morley Campbell Triumph Group Inc 1.20 Benno Fischer Total 1278% Diversification %Assets Basic Materials 14.07 Consumer Cyclical 10.96 Financial Services 22.32 Real Estate 5.68 Consumer Defensive 7.07 Healthcare 3.08 Utilities 1.59 Communication Services 1.03 Energy 7.75 Industrials 20.51 Technology 5.94 Total 10000% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. i, i: i: ra- MassMutual Hartford Small Company HLS Investment Option FINANCIAL GROUP® Publication Date 20 2015 VRU Code: 82 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan . s in the separate account which invests directly in the mutual fund. Morningstar Category Small Growth Risk/Return Spectrum Morningstar Style Box Large I Money Market Stable Value/ Bonds Asset Allocation Balanced Large Cap Mid Cap Small Cap International/ Global Specialty Mid Up to 20%of the Fund may be invested in foreign issuers and non-dollar securities.Investing in foreign issuers and non-dollar securities Small may involve different and additional risks associated with foreign currencies,investment disclosure,accounting,securities regulation, commissions,taxes,political or social instability,war or expropriation. Value Blend Growth Small company investing involves specific risks not necessarily encountered in large company investing,such as increased volatility. As of 3/31/2015 Volatility Profile Asset Allocation %Assets Stock 80.05 T Foreign Stock 8.06 MODERATE Bond 0.00 The volatility profile is a measure of the level of risk of the underlying fund and is Foreign Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. category group. Preferred 0.00 y The ranking is compared against other funds within the same broad Convertible 0.00 o = The higher the volatility,the higher the variation in returns. Cash 8.97 Other 2.92 Total 10000% Strategy The investment seeks growth of capital.The fund seeks its objective by investing primarily in common stocks selected on the basis of - Largest Holdings %Assets potential for capital appreciation.Under normal circumstances,its sub-adviser,Wellington Management Company,LLP,invests at least Diamond Resorts International Inc 1.77 80%of its assets in common stocks of small capitalization companies.The fund may invest up to 20%of its net assets in securities Headwaters Inc 1.56 of foreign issuers and non-dollar securities,and may trade securities actively.The manager defines small capitalization companies as CoStar Group Inc 1.53 companies with market capitalizations within the collective range of the Russell 2000 and S&P SmallCap 600 Indices. Acadia Healthcare Co Inc 1.48 Graphic Packaging Holding Co 1.46 Masonite International Corp 1.38 Portfolio Statistics As of 3/31/2010 Tyler Technologies Inc 1.35 Imax Corp 1.32 Inception Date: 8/9/1996 Investment Advisor: Hartford Funds Management Trinet Group Inc 1.30 Net Assets($in millions): $1,431.70 Company,LLC Insulet Corp 1.30 Number of Stock Holdings: 312 Investment Sub Advisor: Wellington Management Total 1445% Company LLP Portfolio Manager: Team Managed Diversification %Assets Basic Materials 7.07 Consumer Cyclical 13.64 Financial Services 3.75 Real Estate 7.87 Consumer Defensive 1.49 Healthcare 20.72 Utilities 0.05 Communication Services 0.02 Energy 2.14 Industrials 22.62 Technology 20.63 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. - RS-31547-00. rail MassMutual. Columbia Small Mid Cap Value Investment Option FINANCIAL GROUP Publication Date 20 2015 ►-a Code: 827 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Small Value Risk/Return Spectrum Morningstar Style Box Large Stable Value/ 111111 Money Market Bonds Asset Allocation Balanced Large Cap Mid Cap Small Cap International/ Global Specialty Mid Stocks of medium-sized companies may be subject to more abrupt or erratic price movements than stocks of larger companies.Some of Small these companies also may have fewer financial resources.Stock prices of established companies that pay dividends may be less volatile than the stock market as a whole. Value Blend Growth As of 3/31/2015 Volatility Profile Asset Allocation %Assets Stock 91.44 MODERATE Foreign Stock 5.17 The volatility profile is a measure of the level of risk of the underlying fund and is Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. Foreign Bond 0.00 s The ranking is compared against other funds within the same broad category group. Preferred 0.00 0 = The higher the volatility,the higher the variation in returns. Convertible 0.00 Cash 3.13 Other 0.26 Strategy Total 10000% The investment seeks to provide shareholders with long-term growth of capital.Under normal circumstances,the fund invests at least 80%of its net assets(including the amount of any borrowings for investment purposes)in equity securities of small-and medium- Largest Holdings %Assets sized companies.These equity securities generally include common stocks and may also include real estate investment trusts.Small- Assured Guaranty Ltd 1.44 and medium-sized companies are those whose market capitalizations at the time of purchase fall within the market capitalization range Huntington Bancshares Inc 1.34 of the Russell 2500 Value Index. Zions Bancorp 1.31 41 est Bancorp Inc 1.28 f Troy,Ltd 1.25 Portfolio Statistics As of 3/31/2015 financial Group 1.25 Inception Date: 12/11/2006 Investment Advisor: Columbia Mangmt Investment VCA Inc 1.24 American Axle&Mfg Holdings Inc 1.22 Net Assets($in millions): $1,156.28 Advisers,LLC Towers Watson&Co Class A 1.22 Number of Stock Holdings: 106 Portfolio Manager: Team Managed The GEO Group Inc 1.21 Total 1276% Diversification %Assets Basic Materials 5.54 Consumer Cyclical 12.30 Financial Services 23.33 Real Estate 9.72 Consumer Defensive 6.52 Healthcare 9.22 Utilities 4.90 Communication Services 0.96 Energy 5.66 Industrials 13.11 Technology 8.74 Total 10000% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 1000/n due to rounding. ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. rilMassMutual SSgA Russell Small Cap Index Sec Lend Investment Option FINANCIAL GROUP® Publication Date 20 2015 VRU Code: 601 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. As of 3/31/2015 Risk/Return Spectrum Asset Allocation %Assets Stable Value/ Asset Allocation International/ Stocks 100.00 Money Market Bonds Balanced Large Cap Mid Cap Small Cap Global Specialty Total 100.00% Small company investing involves specific risks not necessarily encountered in large company investing,such as increased volatitlity. Largest Holdings %Assets PUMA BIOTECHNOLOGY INC 0.32 Strategy QORVO INC 0.63 The Russell 2000 Index Strategy seeks to replicate the returns and characteristics of the Russell 2000 Index. GRAPHIC PACKAGING HOLDING CO 0.26 JETBLUE AIRWAYS CORP 0.26 ISIS PHARMACEUTICALS INC 0.41 Portfolio Statistics As of 3/31/2015 OFFICE DEPOT INC 0.28 ULTIMATE SOFTWARE GROUP INC 0.26 Inception Date: 11/30/1992 Investment Advisor: State Street Bank&Trust Co. DEXCOM INC 0.26 Net Assets($in millions): $2,069.31 BRUNSWICK CORP 0.26 MAXIMUS,Inc 0.25 i- Total 319% sr- Diversification %Assets Financials 23.71 Information Technology 17.84 Industrials 13.68 Healthcare 15.53 Consumer Discretionary 14.00 Energy 3.42 Materials 4.37 Utilities 3.53III Consumer Staples 3.18 Telecommunication Services 0.73 Total 9999% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. ran MassMutual. Goldman Sachs Mid Cap Value Investment Option FINANCIAL GROUP Publication Date 20 2015 ► • Code: 287 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Mid-Cap Value Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Money Market Bond Asset Allocation/ Balanced Large Cap Mid Cap Small Cap International/ Global Specially Mid The Fund is subject to the risk of rising and falling stock prices.In recent years,the U.S.stock market has experienced substantial price Small volatility.The Fund's foreign investments may be more volatile than an investment in U.S.securities and are subject to the risks of currency fluctuations and political developments. Value Blend Growth As of 3/31/2015 Volatility Profile Asset Allocation %Assets Stock 95.77 MODERATE Foreign Stock 0.60 The volatility profile is a measure of the level of risk of the underlying fund and is Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. Foreign Bond 0.00 1 s The ranking is compared against other funds within the same broad category group. Preferred 0.00 0 i The higher the volatility,the higher the variation in returns. Convertible 0.00 Cash 3.64 Other 0.00 Strategy Total 10001% The investment seeks long-term capital appreciation.The fund invests,under normal circumstances,at least 80%of its net assets for investment purposes in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations within Largest Holdings %Assets the range of the market capitalization of companies constituting the Russell Midcap®/alue Index at the time of investment.Although it Sempra Energy 1.97 will invest primarily in publicly traded U.S.securities,the fund may invest in foreign securities,including securities of issuers in LincolnNational Corp 1.89 countries with emerging markets or economies("emerging countries")and securities quoted in foreign currencies. Cigna Corp 1.84 lilt Corp 1.83 gton Bancshares Inc 1.74 Portfolio Statistics As of 3/31/2015 r Property Group Inc 1.72 Inception Date: 8/15/1997 Investment Advisor: Goldman Sachs Asset Gap Inc 1.59 Devon Energy Corp 1.59 Net Assets($in millions): $9,491.53 Management,L.P. FirstEnergy Corp 1.54 Number of Stock Holdings: 98 Portfolio Manager: Team Managed Broadcom Corp 1.54 Total 1734% Diversification %Assets Basic Materials 4.21 Consumer Cyclical 17.08 Financial Services 22.23 Real Estate 5.91 Consumer Defensive 7.17 Healthcare 9.60 Utilities 6.75 Communication Services 0.22 Energy 4.64 Industrials 9.06 Technology 13.12 Total 99.99% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. oingstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. MassMutual Hartford MidCap HLS Investment Option FINANCIAL GROUP® Publication Date 20 2015 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s VRU Code: 103 in the separate account which invests directly in the mutual fund. Morningstar Category Mid-Cap Growth Risk/Return Spectrum Morningstar Style Box - Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Up to 20%of the Fund may be invested in foreign issuers and non-dollar securities.Investing in foreign issuers and non-dollar securities Swat may involve different and additional risks associated with foreign currencies,investment disclosure,accounting,securities regulation, commissions,taxes,political or social instability,war or expropriation. value Blend Growth Mid-cap investing generally have higher risk and return characteristics than large-company stocks. it- As of 3/31/2015 Volatility Profile Asset Allocation %Assets Stock 94.16 Foreign Stock 5.81 MODERATE Bond 0.00 The volatility profile is a measure of the level of risk of the underlying fund and is Foreign Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. Preferred 0.00 y The ranking is compared against other funds within the same broad category group. Convertible 0.00 0 The higher the volatility,the higher the variation in returns. Cash 0.00 Other 0.03 Total 10000% Strategy The investment seeks long-term growth of capita.The fund seeks its investment objective by investing primarily in stocks selected by Largest Holdings %Assets the sub-adviser,Wellington Management Company,LLP.It normally invests at least 80%of its assets in common stocks of mid- - Genpact Ltd 2.66 capitalization companies.The fund may invest up to 20%of its net assets in securities of foreign issuers and non-dollar securities.It Equifax Inc 2.44 favors companies that are high-quality.The manager defines mid-capitalization companies as companies with market capitalizations Robert Half International Inc 2.37 within the collective range of the Russell Midcap and S&P MidCap 400 Indices. Advance Auto Parts Inc 2.32 Vantiv Inc 2.15 Markel Corporation 2.01 Portfolio Statistics As of 3/31/2Urd Alkermes PLC 1.94 CarMax Inc 1.90 Inception Date: 7/14/1997 Investment Advisor: Hartford Funds Management Akamai Technologies Inc 1.88 Net Assets($in millions): $1,888.90 Company,LLC M&T Bank Corp 1.86 Number of Stock Holdings: 99 Investment Sub Advisor: Wellington Management Total 2153% Company LLP Portfolio Manager: Mark Whitaker Diversification %Assets Philip Ruedi Basic Materials 0.81 Consumer Cyclical 11.92 Financial Services 12.32 Real Estate 0.00 Consumer Defensive 3.00 Healthcare 17.13 Utilities 1.91 Communication Services 0.00 Energy 6.63ff- Industrials 30.25 Technology 16.03 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. - Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. _ ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. ,_ MassMutual Janus Enterprise Investment Option FINANCIAL GBIIUP° Publication Date 20 2015 ►-u Code: 71 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Mid-Cap Growth Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Money Market Bond Asset Allocation/ Balanced Large Cap Mid Cap Small Cap International/ Specialty Global Mid Mid-cap investing generally have higher risk and return characteristics than large-company stocks. Small Value Blend Growth Volatility Profile As of 3/31/2015 MODERATE Asset Allocation %Assets The volatility profile is a measure of the level of risk of the underlying fund and is Stock 83.21 based on a ranking of the three year standard deviation of the fund's performance. Foreign Stock 10.60 y The ranking is compared against other funds within the same broad category group. Bond 0.00 Foreign Bond 0.00 0= The higher the volatility,the higher the variation in returns. Preferred 0.00 Convertible 0.00 Strategy Cash 5.36 The investment seeks long-term growth of capital.The fund pursues its investment objective by investing primarily in common stocks Other 0.84 selected for their growth potential,and normally invests at least 50%of its equity assets in medium-sized companies.Medium-sized Total 10001% companies are those whose market capitalization falls within the range of companies in the Russell MidcapcGrowth Index.Market Largest Holdings %Assets capitalization is a commonly used measure of the size and value of a company.It may also invest in foreign securities,which may include investments in emerging markets. Sensata Technologies Holding N.V 3.19 Verisk Analytics Inc 3.00 Crown Castle International Corp 2.65 Portfolio Statistics As of 3/31/2015 nnectivity Ltd 2.34 Advertising Co Class A n Medical Systems Incalk Inception Date: 9/1/1992 Investment Advisor: Janus Capital Management 2.23 Net Assets($in millions): $4,555.26 LLC Amdocs Ltd 2.17 Number of Stock Holdings: 78 Portfolio Manager: Brian Demain LPL Financial Holdings Inc 1.95 Celgene Corp 1.94 Aon PLC 1.93 Total 2371% Diversification %Assets Basic Materials 1.07 Consumer Cyclical 8.77 Financial Services 5.53 Real Estate 2.87 Consumer Defensive 0.98 Healthcare 17.46 Utilities 0.00 Communication Services 2.82 Energy 2.17 Industrials 27.45 Technology 30.89 Total 100.01% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 011 ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 13 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. raw ' MassMutual Oppenheimer Main Street Mid Cap Investment Option FINANCIAL GROUP° Publication Date 20 2015 VRU Code: 365 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan ii s in the separate account which invests directly in the mutual fund. Morningstar Category Mid-Cap Blend Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Mid-cap investing generally have higher risk and return characteristics than large-company stocks. Small Value Blend Growth Volatility Profile As of 3/31/2015 goomeirE Asset Allocation %Assets y oof of risk of the underlying fund and ise. Stock 91.99 The based on avolatilitrankingprfile ofis theameasure three year standardthelevel deviation of the fund's performanc Foreign Stock 5.83 -. The ranking is compared against other funds within the same broad category group. Bond 0.00 0 = The higher the volatility,the higher the variation in returns. Foreign Bond 0.00 Preferred 0.00 iim Convertible 0.00 Strategy Cash 2.18 The investment seeks capital appreciation.Under normal market conditions,the fund will invest at least 80%of its net assets, Other 0.00 including any borrowings for investment purposes,in securities of"mid cap"companies.The fund managers consider mid cap Total 100.00% companies to be those having a market capitalization in the range of the Russell Midcap®lndex,a measure of mid cap issuers.The Largest Holdings %Assets fund primarily invests in common stock but may also invest in other types of securities,such as units of master limited partnerships or other securities that are consistent with its investment objective. Now Inc 2.74 Actavis PLC 2.67 Regions Financial Corp 2.31 Portfolio Statistics As of 3/31/2015 Universal Health Services Inc Class B 2.27 Fidelity National Financial Inc 2.21 Inception Date: 3/1/2001 Investment Advisor: OFI Global Asset Maria' Waste Connections Inc 2.11 Net Assets($in millions): $3,680.71 Inc. Dana Holding Corp 2.09 Number of Stock Holdings: 76 Investment Sub Advisor: OppenheimerFunds,Inc. Mid-America Apartment Communities 1.98 Portfolio Manager: Team Managed Envision Healthcare Holdings Inc 1.96 Tyco International PLC 1.95 Total 2229% Diversification %Assets Basic Materials 6.16 Consumer Cyclical 18.41 Financial Services 15.08 Real Estate 7.41 Consumer Defensive 3.73 Healthcare 14.99 Utilities 2.14 Communication Services 0.00 Energy 7.25 Industrials 12.62 Technology 12.19 Total 99.98% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. iii ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. rag MassMutual. SSgA S&P MidCap Index Non-Lend Series Investment Option FINANCIAL GNGUP Publication Date 20 2015 -. Code: 600 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. As of 3/31/2015 Risk/Return Spectrum Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Stocks 100.00 Money Market Balanced Global Total 100.00% Mid-cap investing generally have higher risk and return characteristics than large-company stocks. Largest Holdings %Assets QORVO INC 0.72 Strategy CHURCH&DWIGHT CO INC 0.68 The S&P MidCap Index Strategy seeks to replicate the returns and characteristics of the S&P MidCap 400 Index. SALIX PHARMACEUTICALS LTD 0.67 FEDERAL REALTY INVS TRUST 0.62 ADVANCE AUTO PARTS INC 0.67 Portfolio Statistics As of 3/31/2015 RESMED INC . 0.62 JARDEN CORP 0.58 Inception Date: 8/31/1989 Investment Advisor: State Street Bank&Trust Co. METTLER-TOLEDO INTERNATIONAL 0.56 Net Assets($in millions): $5,379.22 SIGNET JEWELERS LTD 0.68 REALTY INCOME CORP 0.71 Total 651% Diversification %Assets Industrials 15.92 Financials 23.57 Information Technology 16.99 Healthcare 9.30 Consumer Discretionary 13.75 Energy 4.30 4 s 4.54 11 als 7.47 umer Staples 4.01 Telecommunication Services 0.15 Total 10000% Issing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. riall MassMutual Invesco Diversified Dividend Investment Option FINANCIAL GROUP' Publication Date 20 2015 VRU Code: 1125 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan i s in the separate account which invests directly in the mutual fund. Morningstar Category Large Value Risk/Return Spectrum Morningstar Style Box 7 Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty . Money Market Balanced Global Mid Small Volatility Profile Value Blend Growth As of 3/31/2015 MODERATE Asset Allocation %Assets The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Stock 81.16 z The ranking is compared against other funds within the same broad category group. Foreign Stock 11.10 0 = The higher the volatility,the higher the variation in returns. Bond 0.00 Foreign Bond 0.00 Preferred 0.00 Strategy Convertible 0.00 The investment seeks long-term growth of capital and,secondarily,current income.The fund invests primarily in dividend-paying Cash 7.70 equity securities.It invests in securities that theortfolio managers believe are undervalued based on various valuation measures.The P 9 Other 0.03 fund may invest up to 25%of its net assets in securities of foreign issuers. Total 9999% Largest Holdings %Assets Portfolio Statistics As of 3/31/2015 General Mills Inc 3.46 Inception Date: 7/15/2005 Investment Advisor: Invesco Advisers,Inc. Campbell Soup Co 2.59 Net Assets($in millions): $10,876.34 Portfolio Manager: Meggan M.Walsh Kraft Foods Group Inc 2.57 Number of Stock Holdings: 79 Heineken NV 2.52 III Walgreens Boots Alliance Inc 2.20 _. Coca-Cola Co 2.07 Target Corp 1.99 AT&T Inc 1.98 General Dynamics Corp 1.91 Eli Lilly and Co 1.89 Total 2318% Diversification %Assets Basic Materials 1.94 Consumer Cyclical 11.88 Financial Services 16.20 Real Estate 0.00 Consumer Defensive 30.46 Healthcare 6.53 i Utilities 12.93 Communication Services 3.44 Energy 5.29 Industrials 9.14 Technology 2.19 Total 10000% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ° ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Ere ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for != Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. raw MassMutual American Funds The Growth Fund of America Investment Option FINANCIAL GROUP® PubliCatlOf Date 20 2015 -a Code: 100 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Large Growth Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Investments made outside the United States involve special risks,such as currency fluctuations,political instability,differing securities Small regulations and periods of illiquidity. Value Blend Growth Volatility Profile As of 3/31/2015 Asset Allocation %Assets MODERATE Stock 78.41 The volatility profile is a measure of the level of risk of the underlying fund and is Foreign Stock 12.33 based on a ranking of the three year standard deviation of the fund's performance. Bond 0.36 y The ranking is compared against other funds within the same broad category group. Foreign Bond 0.03 0 = The higher the volatility,the higher the variation in returns. Preferred 0.11 Convertible 0.00 Cash 7.02 Strategy Other 1.73 The investment seeks growth of capital.The fund invests primarily in common stocks and seeks to invest in companies that appear to Total 9999% offer superior opportunities for growth of capital.It may invest a portion of its assets in securities of issuers domiciled outside the United States.The investment adviser uses a system of multiple portfolio counselors in managing the fund's assets.Under this Largest Holdings %Assets approach,the portfolio of the fund is divided into segments managed by individual counselors who decide how their respective Amazon.com Inc 4.69 segments will be invested. Gilead Sciences Inc 2.46 UnitedHealth Group Inc 2.09 Depot Inc 2.05 Portfolio Statistics As of 3/31/2015 Inc Class C 1'81 WI Inc 1.64Inception Date: 11/30/1973 Investment Advisor: Capital Research and Avago Technologies Ltd 1.60 Net Assets($in millions): $147,766.20 Management Company Comcast Corp Class A . 1.57 Number of Bond Holdings: 14 Portfolio Manager: Team Managed Google Inc Class A 1.52 Number of Stock Holdings: 275 Costco Wholesale Corp 1.28 Total 2071% Diversification %Assets Basic Materials 2.79 Consumer Cyclical 16.92 Financial Services 8.83 Real Estate 0.30 Consumer Defensive 4.89 Healthcare 20.24 Utilities 0.07 Communication Services 4.81 Energy 7.76 Industrials 10.28 Technology 23.12 Total 100.01% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 'ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. MassMutual Fidelity Contrafund Investment Option FINANCIAL GROUPS Publication Date 20 2015 VRU Code: 95 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Large Growth Risk/Return Spectrum Morningstar Style Box w ' Large7 Stable Value/ Bond Asset Allocation/ Balanced Large Cap Mid Cap Small Cap International/ Global Specialty Money Market Mid Small Volatility Profile Value Blend Growth As of 3/31/2015 MODERATE Asset Allocation `)/0 Assets The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Stock 88.66 y The ranking is compared against other funds within the same broad category group. Foreign Stock 8.68 0 i The higher the volatility,the higher the variation in returns. Bond 0.08 Foreign Bond 0.03 Preferred 0.62 Strategy Convertible 0.00 The investment seeks capital appreciation.The fund normally invests primarily in common stocks. It invests in securities of Cash 1.94 companies whose value the advisor believes is not fully recognized by the public.The fund invests in domestic and foreign issuers.It Other 0.00 invests in either"growth"stocks or"value"stocks or both.The fund uses fundamental analysis of factors such as each issuer's Total 10001% financial condition and industry position,as well as market and economic conditions to select investments. Largest Holdings %Assets Berkshire Hathaway Inc Class A 4.65 Portfolio Statistics As of 3/31/2015 Apple Inc 3.74 Facebook Inc Class A 3.50 Inception Date: 5/17/1967 Investment Advisor: Fidelity Management& Wells Fargo&Co 3.43 Net Assets($in millions): $110,655.22 Research Company • Biogen Inc 3.25 Number of Bond Holdings: 4 Investment Sub Advisor: Team Managed Google Inc Class A 2.39 Number of Stock Holdings: 319 Portfolio Manager: William Danoff Google Inc Class C 2.37 Walt Disney Co 2.14 Colgate-Palmolive Co 1.81 UnitedHealth Group Inc 1.75 Total 2903% Diversification %Assets Basic Materials 2.64 Consumer Cyclical 15.93 Financial Services 19.02 Real Estate 0.51 Consumer Defensive 5.97 Healthcare 19.93 Utilities 0.00 Communication Services 1.29 Energy 1.97 Industrials 8.62 Technology 24.12 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. M MassMutual. Hartford Capital Appreciation HLS Investment Option M" FINANCIAL GROUP Publication Date 20 2015 ►-I Code: 12 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Large Blend Risk/Return Spectrum Morningstar Style Box Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Up to 20%of the Fund may be invested in foreign issuers and non-dollar securities.Investing in foreign issuers and non-dollar securities Small may involve different and additional risks associated with foreign currencies,investment disclosure,accounting,securities regulation, commissions,taxes,political or social instability,war or expropriation. Value Blend Growth As of 3/31/2015 Volatility Profile Asset Allocation %Assets Stock 76.98 MODERATE Foreign Stock 19.60 The volatility profile is a measure of the level of risk of the underlying fund and is Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. Foreign Bond 0.00 s The ranking is compared against other funds within the same broad category group. Preferred 0.00 0 = The higher the volatility,the higher the variation in returns. Convertible 0.00 Cash 2.00 Other _ 1.42 Strategy Total 10000% The investment seeks growth of capital.The fund normally invests at least 65%of its net assets in common stocks of small,medium and large companies.It may also invest up to 35%of its net assets in equity securities of foreign issuers and non-dollar securities, Largest Holdings %Assets including companies that conduct their principal business activities in emerging markets or whose securities are traded principally on Bristol-Myers Squibb Company 3.21 exchanges in emerging markets.The fund may trade securities actively. Actavis PLC 2.08 Apple Inc 1.89 &Co Inc 1.87 Portfolio Statistics As of 3/31/2015 gan Chase&Co 1.47 Inception Date: 4/2/1984 Investment Advisor: Hartford Funds Management e Inc Class C 1.38 Net Assets($in millions): $7,185.73 Company,LLC Microsoft Corp 1.33 Activision Blizzard Inc 1.27 Number of Stock Holdings: 373 Investment Sub Advisor: Wellington Management Intel Corp 1.25 Company LLP Facebook Inc Class A 1.19 Portfolio Manager: Team Managed Total 1694% Diversification %Assets Basic Materials 3.24 Consumer Cyclical 12.91 Financial Services 13.21 Real Estate 1.35 Consumer Defensive 4.99 Healthcare 18.93 Utilities 1.26 Communication Services 1.70 Energy 5.82 Industrials 11.97 Technology 24.62 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. .fligstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. ra" MassMutual Hartford Dividend and Growth HLS Investment Option _ FINANCIAL GROUPS Publication Date 2Q 2015 VRU Code: 29 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan i s in the separate account which invests directly in the mutual fund. Morningstar Category Large Value Risk/Return Spectrum Morningstar Style Box 7 Large Stable Value/ Money Market Bond Asset Allocation/ Balanced Large Cap Mid Cap Small Cap International/ Global Specialty Mid Up to 20%of the Fund may be invested in foreign issuers and non-dollar securities.Investing in foreign issuers and non-dollar securities Small may involve different and additional risks associated with foreign currencies,investment disclosure,accounting,securities regulation, commissions,taxes,political or social instability,war or expropriation. Value Blend Growth As of 3/31/2015 Volatility Profile Asset Allocation %Assets MODERATE Stock 92.35 Foreign Stock 6.31The volatility profile is a measure of the level of risk of the underlying fund and is Bond 0.00 based on a ranking of the three year standard deviation of the fund's performance. Foreign Bond 0.00 y The ranking is compared against other funds within the same broad category group. Preferred 0.00 0 I The higher the volatility,the higher the variation in returns. Convertible 0.00 Cash 0.57 Other 0.78 Strategy Total 10001% The investment seeks a high level of current income consistent with growth of capital.The fund invests primarily in a portfolio of common stocks.Its portfolio is broadly diversified by company and industry.Under normal market and economic conditions,at least �_ Largest Holdings %Assets 80%of the fund's net assets are invested in dividend paying equity securities.It tends to focus on securities of larger,well-established companies with market capitalizations similar to those of companies in the S&P 500 Index.The fund mayinvest upto 20%of its net Wells Fargo&Co 4.51 P P P Merck&Co Inc 3.54 assets in securities of foreign issuers and non-dollar securities. Verizon Communications Inc 2.62 Microsoft Corp 2.58 Comcast Corp Class A 2.44 Portfolio Statistics As of 3/31/: JPMorgan Chase&Co 2.36 Inception Date: 3/9/1994 Investment Advisor: Hartford Funds Management Chevron Corp 2.35iii CVS Health Corp 222 Net Assets($in millions): $3,918.42 Company,LLC Exxon Mobil Corporation 2.02 Number of Stock Holdings: 86 Investment Sub Advisor: Wellington Management ACE Ltd 2.00 Company LLP Total 2664% Portfolio Manager: Donald Kilbride Matthew Baker Diversification %Assets Basic Materials 1.15 Consumer Cyclical 6.20 Financial Services 21.28 Real Estate 0.00 Consumer Defensive 4.91 Healthcare 19.35 Utilities 3.28 Communication Services 5.13 Energy 9.48 Industrials 13.62 Technology 15.59 Total 99.99% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its contentproviders;(2)maynot be copied or distributed;a 9 9 � P P ry 9 P (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. -` ,_ MassMutual SSgA S&P 500 Index Sec Lend Investment Option FINANCIAL GROUP Publication Date 20 2015 ►-0 Code: 599 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. As of 3/31/2015 Risk/Return Spectrum Largest Holdings %Assets Mo ele Markee Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ nt rnaGlotonal/ Specialty al General Electric 1.36 Microsoft Corp 1.82 Apple Inc 3.96 Strategy Pfizer Inc 1.17 Johnson&Johnson 1.53 The S&P 500 Flagship investment option seeks to replicate the returns and characteristics of the S&P 500 Index. Proctor&Gamble Co 1.21 BERKSHIRE HATHAWAY INC-CL B 1.44 Exxon Mobil Corp 1.95 Portfolio Statistics As of 3/31/2015 JPMorgan Chase&Co 1.23 Inception Date: 2/29/1996 Investment Advisor: State Street Global Advisors Wells Fargo&Co 1.39 Net Assets($in millions): $1,332.64 Total 1706% Diversification %Assets Financials 16.22 Information Technology 19.67 Energy 8.04 Healthcare 14.93 Industrials 10.38 Consumer Staples 9.69 Consumer Discretionary 12.61 Telecommunication Services 2.28 Utilities 3.03 M terials 3.16 10001% •ssing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. TA%- MassMutual Invesco American Franchise Investment Option FINANCIAL GROUP® Publication Date 20 2015 VRU Code: 1123 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Large Growth ®` Risk/Return Spectrum Morningstar Style Box Large7 Stable Value/ Bond Asset Allocation/ Balanced Large Cap Mid Cap Small Cap International/ Global Specialty Money Market Mid Small Volatility Profile Value Blend Growth As of 3/31/2015 MODERATE\ Asset Allocation %Assetsy oof of risk of ise. based on al volatilitrankingprfile of is theameasure three year standardthelevel deviationthe of the fundunderlying's pefund rformancand Stock 88.86 y TheThe ranking is compared against other funds within the same broad category group. Foreign Stock 10.58 0 = The higher the volatility,the higher the variation in returns. Bond 0.00 Foreign Bond 0.00 Preferred 0.00 Strategy Convertible 0.00 The investment seeks long-term capital appreciation.The fund invests,under normal circumstances,at least 80%of its net assets Cash 0.56 (plus any borrowings for investment purposes)in securities of U.S.issuers.It invests primarily in securities that are considered by the Other 0.00 fund's portfolio managers to have potential for earnings or revenue growth.The fund may invest up to 20%of its net assets in Total 10000% securities of foreign issuers. Largest Holdings %Assets Apple Inc 5.95 Portfolio Statistics As of 3/31/2015 Facebook Inc Class A 4.37 MasterCard Inc Class A 3.81 Inception Date: 6/23/2005 Investment Advisor: Invesco Advisers,Inc. Celgene Corp 3.66 Net Assets($in millions): $9,754.89 Portfolio Manager: Team Managed Lowes Companies Inc 3.54 Number of Stock Holdings: 73 III DISH Network Corp 3.47 Google Inc Class A 3.28 Salesforce.com Inc 3.27 Biogen Inc 2.91 Carnival Corp 2.79 Total 3705% Diversification %Assets Basic Materials 2.40 Consumer Cyclical 14.82 Financial Services 7.58 Real Estate 0.92 Consumer Defensive 3.39 �` Healthcare 21.54 Utilities 0.00 Communication Services 7.72 - Energy 3.89 Industrials 6.99 Technology 30.75 Total 100.00% •t Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. tii ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. rAMassMutual® Invesco American Franchise Investment Option FINANCIAL GRGUP Publicatian Date 20 2015 r I Code: 1123 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Large Growth Risk/Return Spectrum Morningstar Style Box III Large Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Mid Small Volatility Profile Value Blend Growth As of 3/31/2015 MODERATE Asset Allocation %Assets The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Stock 88.86 y The ranking is compared against other funds within the same broad category group. Foreign Stock 10.58 0 = The higher the volatility,the higher the variation in returns. Bond 0.00 Foreign Bond 0.00 Strategy 0.00 Convertible 0.00 The investment seeks long-term capital appreciation.The fund invests,under normal circumstances,at least 80%of its net assets Cash 0.56 (plus any borrowings for investment purposes)in securities of U.S.issuers.It invests primarily in securities that are considered by the Other 0.00 fund's portfolio managers to have potential for earnings or revenue growth.The fund may invest up to 20%of its net assets in Total 10000% securities of foreign issuers. Largest Holdings %Assets Apple Inc 5.95 Portfolio Statistics As of 3/31/2015 Facebook Inc Class A 4.37 Inception Date: 6/23/2005 Investment Advisor: Invesco Advisers, Inc. MasterCard Inc Class A 3.81 IFCorp 3.66 Net Assets($in millions): $9,754.89 Portfolio Manager: Team Managed Companies Inc 3.54 Number of Stock Holdings: 73 Network Corp 3.47 Google Inc Class A 3.28 Salesforce.com Inc 3.27 Biogen Inc 2.91 Carnival Corp 2.79 Total 3705% Diversification %Assets Basic Materials 2.40 Consumer Cyclical 14.82 Financial Services 7.58 Real Estate 0.92 Consumer Defensive 3.39 Healthcare 21.54 Utilities 0.00 Communication Services 7.72 Energy 3.89 Industrials 6.99 Technology 30.75 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. alngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. _. _. ' MassMutual American Funds The Income Fund of America Investment Option 1 FINANCIAL GROUP® Publication Date 20 2015 VRU Code: 328 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Moderate Allocation Risk/Return Spectrum As of 3/31/2015 Asset Allocation °A Assets Stable Market Bond Asset AllocBalanation/ Large Cap Mid Cap Small Cap Int Global International/ Specialty Stock 52.83 Investments made outside the United States involve special risks,such as currency fluctuations,political instability,differing securities Foreign Stock 17.80 regulations and periods of illiquidity.Lower-rated bonds are subject to greater fluctuations in value and risk of loss of income and Bond 17.32 principal. Foreign Bond 3.46 Preferred 1.14 Convertible 0.04 Volatility Profile Cash 4.63 Other 2.79 Total 10001% MODERATE R The volatility profile is a measure of the level of risk of the underlying fund and is Largest Holdings %Assets \ based on a ranking of the three year standard deviation of the fund's performance. Merck&Co Inc 3.14 \ s The ranking is compared against other funds within the same broad category group. Microsoft Corp 2.73 0 = The higher the volatility,the higher the variation in returns. Pfizer Inc 2.33 Bristol-Myers Squibb Company 2.04 Strategy General Electric Co 2.01 The investment seeks to provide investors with current income while secondarily striving for capital growth.Normally the fund invests E I du Pont de Nemours&Company 1.71 Verizon Communications Inc 1.71 primarily in income-producing securities.These include equity securities,such as dividend-paying common stocks,and debt - Lockheed Martin Corp 1.62 securities,such as interest-paying bonds.Generally at least 60%of the fund's assets will be invested in common stocks and other Cisco ui Systems Inc 1.59 equity-type qty-type securities.The fund may also invest up to 25%of its assets in equity securities of issuers domiciled outside the United Waste Management Inc 1.38 States,including issuers in developing countries. Total 2026% Diversification %Assets Portfolio Statistics As of 3/31/: Basic Materials 8.79 Inception Date: 11/30/1973 Investment Advisor: Capital Research and Consumer Cyclical 5.21 Y Net Assets($in millions): $99,324.12 Management Company ial FinancServices 8.80 Final ial Ste 3.44 Number of Bond Holdings: 1320 Portfolio Manager: Team Managed Consumer Defensive 11.21 Number of Stock Holdings: 150 Healthcare 15.64 Utilities 5.38 Communication Services 7.16 - Energy 7.97 Industrials 14.13 Technology 12.27 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. /— MassMutual® Calvert VP SRI Balanced Portfolio Investment Option FINANCIAL GRGUP Publication Date 20 2015 ►-a Code: 016 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. As of 3/31/2015 Risk/Return Spectrum Asset Allocation %Assets Stable Value/ BondLarge CapCap p Asset Allocation/ Mid Small CaInternational/ I Equity Allocation 61.50 Money Market Balanced Global Specialty Fixed Allocation 33.87 Cash 4.63 Total 10000% Strategy Largest Holdings %Assets Seeks to achieve a competitive total return through an actively managed portfolio of stocks,bonds and money market instruments which offer income and capital growth opportunities and which satisfy the investment and social criteria. APPLE INC 4.09 JOHNSON+JOHNSON 3.00 WELLS FARGO+CO 3.06 Portfolio Statistics As of 3/31/2015 FEDEX CORP 2.54 WESTERN UNION CO 2.41 Inception Date: 9/2/1986 Investment Advisor: Calvert Asset Management DIRECTV 2.34 Net Assets($in millions): $357.11 Company MCKESSON CORP 2.80 Investment Sub Advisor: State Street Global Advisors, AMERICAN FINANCIAL GROUP INC 2.39 New Amsterdam Partners LLC MEDTORNIC INC 2.89 KELLOGG CO 2.28 Total 2780% Diversification %Assets Information Technology 16.70 Financials 16.10 Healthcare 23.60 Industrials 14.60 3.40 mer Discretionary 16.30 umer Staples 8.80 Telecomm Services 0.60 Total 10010% sling and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. M , MassMutual Janus Balanced Investment Option FINANCIAL GROUP® Publication Date 2Q 2015 111 VRU Code: 79 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Moderate Allocation Risk/Return Spectrum As of 3/31/2015 _ Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 52.81 Foreign Stock 3.50 - Bond 36.50 Volatility Profile Foreign Bond 2.88 Preferred 0.75 Convertible 0.00 MODERATE 1.- Cash :Cash 1.46 The volatility profile is a measure of the level of risk of the underlying fund and is Other 2.09 \ based on a ranking of the three year standard deviation of the fund's performance. Total 9999% y The ranking is compared against other funds within the same broad category group. o = The higher the volatility,the higher the variation in returns. Largest Holdings %Assets Apple Inc 3.13 Strategy MasterCard Inc Class A 2.41 - US Treasury Note 1.375% 2.20 The investment seeks long-term capital growth,consistent with preservation of capital and balanced by current income.The fund Blackstone Group LP 2.06 pursues its investment objective by normally investing 35-65%of its assets in equity securities and the remaining assets in fixed- US Treasury Note 0.5% 1.97 income securities and cash equivalents.It normally invests at least 25%of its assets in fixed-income senior securities.Fixed-income E I du Pont de Nemours&Company 1.89 P y securities may include corporate debt securities,U.S.government obligations,mortgage-backed securities and other mortgage-related Nike Inc Class B 1.75 products,and short-term securities.The fund may also invest in foreign securities,which may include investments in emerging US Treasury Note 2.25% 1.74 markets. Boeing Co 1.74 AbbVie Inc 1.70 Total 2059% Portfolio Statistics As of 3/31/2015 Diversification %Assets Inception Date: 9/1/1992 Investment Advisor: Janus Capital Manage Basic Materials 6.50 Net Assets($in millions): $13,019.87 LLC Consumer Cyclical 17.46 Number of Bond Holdings: 348 Portfolio Manager: Marc Pinto Financial Services 16.57 Number of Stock Holdings: 53 Gibson Smith Real Estate 0.56 Consumer Defensive 4.00 Healthcare 17.21 Utilities 0.00 Communication Services 1.51 Energy 5.28 Industrials 16.20 Technology 14.71 Total 100.00% IL- ffk ir- Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its contentproviders;(2)maynot be copied or distributed;a 9 9 � P P ry 9 P (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. : rA" MassMutual® T. Rowe Price Retirement 2010 Investment Option FINANCIAL GROUP Publication Date 20 2015 ► • Code: 872 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Target Date 2000-2010 Risk/Return Spectrum As of 3/31/2015 ValueAsset Allocation %Assets Moa eie y Market Bond ASseBalanced Large Cap Mid Cap Small Cap Int Glohalnal/ Specialty Stock 30.61 The target date aligns with the year closest to the expected retirement date.Performance of target date funds depends on the performance Foreign Stock 14.22 of the underlying mutual funds and is not guaranteed at any time,including the target date.These funds may be subject to the volatility of Bond 38.90 global financial markets(domestic and international)and additional risks associated with investing in high yield,small cap and foreign Foreign Bond 10.54 securities.The principal value of target date funds isn't guaranteed even at the target date.A target date fund distributes contributions Preferred 0.31 around a broad spectrum of stocks,bonds and cash.These allocations are rebalanced over time so the asset mix gets more conservative Convertible 0.04 as the target date approaches. Cash 4.53 Other 0.85 Volatility Profile Total 10000% Largest Holdings %Assets MODERATE T.Rowe Price New Income 26.94 The volatility profile is a measure of the level of risk of the underlying fund and is T.Rowe Price Equity Index 500 25.07 based on a ranking of the three year standard deviation of the fund's performance. T.Rowe Price Inflation Focused Bond 15.01 . . The ranking is compared against other funds within the same broad category group. T.Rowe Price Intl Gr&Inc 4.37 0 = The higher the volatility,the higher the variation in returns. T.Rowe Price High-Yield 4.26 T.Rowe Price Emerging Markets Bond 4.00 T.Rowe Price Overseas Stock 4.00 Strategy T.Rowe Price International Stock Fd 3.74 The investment seeks the highest total return over time consistent with an emphasis on both capital growth and income.The fund T.Rowe Price International Bond 2.95 invests in a diversified portfolio of other T.Rowe Price stock and bond funds that represent various asset classes and sectors.Its T.Rowe Price Emerging Markets Stock 2.38 allocation between T.Rowe Price stock and bond funds will change over time in relation to its target retirement date.The fund is Total 9272% managed based on the specific retirement year(target date 2010)included in its name and assumes a retirement age of 65.While the •ification %Assets fund is non-diversified,it invests in diversified underlying holdings. Basic Materials 5.31 Consumer Cyclical 12.38 Portfolio Statistics As of 3/31/2015 Financial Services 17.38 Real Estate 3.80 Inception Date: 9/30/2002 Investment Advisor: T.Rowe Price Associates, Inc. Consumer Defensive 8.47 Net Assets($in millions): $6,358.02 Portfolio Manager: Jerome Clark Healthcare 12.37 Utilities 2.83 Communication Services 4.18 Energy 6.95 Industrials 11.68 Technology 14.65 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. .gstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. INMassMutual T. Rowe Price Retirement 2030 Investment Option FINANCIAL GROUP® Publication Date 20 2015 VRU Code: 874 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan . s in the separate account which invests directly in the mutual fund. Morningstar Category Target Date 2026-2030 Risk/Return Spectrum As of 3/31/2015 StabAsset Allocation %Assets Moneye Value/Market Bond Asset AlloBalancation/ Large Cap Mid Cap Small Cap International/aU Specialty Stock 50.12 The target date aligns with the year closest to the expected retirement date.Performance of target date funds depends on the performance Foreign Stock 25.81 of the underlying mutual funds and is not guaranteed at any time,including the target date.These funds may be subject to the volatility of Bond 13.46 global financial markets(domestic and international)and additional risks associated with investing in high yield,small cap and foreign Foreign Bond 4.97 securities.The principal value of target date funds isn't guaranteed even at the target date.A target date fund distributes contributions Preferred 0.37 around a broad spectrum of stocks,bonds and cash.These allocations are rebalanced over time so the asset mix gets more conservative Convertible 0.03 as the target date approaches. • Cash 4.00 Other 1.24 Volatility Profile Total 10000% Largest Holdings %Assets MODERATE\ T.Rowe Price Growth Stock 16.01 The volatility profile is a measure of the level of risk of the underlying fund and is T.Rowe Price Value 15.13 based on a ranking of the three year standard deviation of the fund's performance. T.Rowe Price New Income 13.69 y The ranking is compared against other funds within the same broad category group. T.Rowe Price Equity Index 500 11.90 0 = The higher the volatility,the higher the variation in returns. T.Rowe Price Intl Gr&Inc 7.28iti T.Rowe Price Overseas Stock 6.77 T.Rowe Price International Stock Fd 6.32 Strategy T.Rowe Price Emerging Markets Stock 4.08 The investment seeks the highest total return over time consistent with an emphasis on both capital growth and income.The fund T.Rowe Price Real Assets 3.07invests in a diversified portfolio of other T.Rowe Price stock and bond funds that represent various asset classes and sectors.Its T.Rowe Price Mid-Cap Value 2.90 allocation between T.Rowe Price stock and bond funds will change over time in relation to its target retirement date.The fund is Total 87.15% managed based on the specific retirement year(target date 2030)included in its name and assumes a retirement age of 65.Wh' he Diversification %Assets fund is non-diversified,it invests in diversified underlying holdings. Basic Materials 5.59 Consumer Cyclical 15.00 Portfolio Statistics As of 3/31/2015 FinancialServices 17.51 0 Real Estate 3.30 Inception Date: 9/30/2002 Investment Advisor: T.Rowe Price Associates, Inc. t Consumer Defensive 6.45 Net Assets($in millions): $24,190.08 Portfolio Manager: Jerome Clark Healthcare 14.51 Utilities 3.20 ®= Communication Services 3.50 Energy 4.85 Industrials 13.26 Technology 12.82 Total 99.99% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based ii on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its contentproviders are responsible for anydamages or losses arisingfrom anyuse of this information. � P 9 P 9 ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. riMassMutual® T. Rowe Price Retirement 2040 Investment Option FINANCIAL GROUP Publication Date 20 2015 ►-•Code: 875 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Target Date 2036-2040 Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap ' Mid Cap ' Small Cap International/ Specialty Money Market Balanced Global Stock 56.21 The target date aligns with the year closest to the expected retirement date.Performance of target date funds depends on the performance Foreign Stock 29.30 of the underlying mutual funds and is not guaranteed at any time,including the target date.These funds may be subject to the volatility of Bond 6.83 global financial markets(domestic and international)and additional risks associated with investing in high yield,small cap and foreign Foreign Bond 2.52 securities.The principal value of target date funds isn't guaranteed even at the target date.A target date fund distributes contributions Preferred 0.37 around a broad spectrum of stocks,bonds and cash.These allocations are rebalanced over time so the asset mix gets more conservative Convertible 0.03 as the target date approaches. Cash 3.41 Other _ 1.33 Volatility Profile Total 10000% Largest Holdings %Assets MODERATE T.Rowe Price Growth Stock 20.95 The volatility profile is a measure of the level of risk of the underlying fund and is T.Rowe Price Value 20.06 based on a ranking of the three year standard deviation of the fund's performance. T.Rowe Price Intl Gr&Inc 8.14 s The ranking is compared against other funds within the same broad category group. T.Rowe Price Overseas Stock 7.63 0 = The higher the volatility,the higher the variation in returns. T.Rowe Price Equity Index 500 7.55 T.Rowe Price International Stock Fd 7.03 T.Rowe Price New Income 6.79 Strategy T.Rowe Price Emerging Markets Stock 4.64 The investment seeks the highest total return over time consistent with an emphasis on both capital growth and income.The fund T.Rowe Price Real Assets 3.44 invests in a diversified portfolio of other T.Rowe Price stock and bond funds that represent various asset classes and sectors.Its T.Rowe Price Mid Cap Value 3.25 allocation between T.Rowe Price stock and bond funds will change over time in relation to its target retirement date.The fund is Total 8948% managed based on the specific retirement year(target date 2040)included in its name and assumes a retirement age of 65.While the fund is non-diversified,it invests in diversified underlying holdings. •ification %Assets Basic Materials 5.63 Consumer Cyclical 15.42 Portfolio Statistics As of 3/31/2015 Financial Services 17.53 Real Estate 3.21 Inception Date: 9/30/2002 Investment Advisor: T.Rowe Price Associates,Inc. Consumer Defensive 6.12 Net Assets($in millions): $16,730.17 Portfolio Manager: Jerome Clark Healthcare 14.89 Utilities 3.27 Communication Services 3.37 Energy 4.49 Industrials 13.55 Technology 12.52 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 41 ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 13 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. MassMutual T. Rowe Price Retirement 2050 Investment Option FINANCIAL GROUP® Publication Date 20 2015 = VRU Code: 876 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s in the separate account which invests directly in the mutual fund. Morningstar Category Target Date 2046-2050 Risk/Return Spectrum As of 3/31/2015 Stable Value/Asset Allocation %Assets Money Market Bond AsseBalancetl°n/ Large Cap Mid Cap Small Cap International/ nd Global al/ Specialty Stock 56.19 The target date aligns with the year closest to the expected retirement date.Performance of target date funds depends on the performance I Foreign Stock 29.36 of the underlying mutual funds and is not guaranteed at any time,including the target date.These funds may be subject to the volatility of Bond 6.80 global financial markets(domestic and international)and additional risks associated with investing in high yield,small cap and foreign Foreign Bond 2.50 securities.The principal value of target date funds isn't guaranteed even at the target date.A target date fund distributes contributions Preferred 0.37 around a broad spectrum of stocks,bonds and cash.These allocations are rebalanced over time so the asset mix gets more conservative Convertible 0.03 as the target date approaches. Cash 3.42 Other 1.33 Volatility Profile Total 100.00% Largest Holdings %Assets MODERATE T.Rowe Price Growth Stock 20.95 The volatility profile is a measure of the level of risk of the underlying fund and is T.Rowe Price Value 20.08 based on a ranking of the three year standard deviation of the fund's performance. T.Rowe Price Intl Gr&Inc 8.15 y The ranking tigroup is compared against other funds within the same broad category T.Rowe Price Overseas Stock 7.60 0 = The higherthevolatility,the higher the variation in returns. T.Rowe Price Equity Index 500 7.50 T.Rowe Price International Stock Fd 7.04 T.Rowe Price New Income 6.77 Strategy - T.Rowe Price Emerging Markets Stock 4.67 The investment seeks the highest total return over time consistent with an emphasis on both capital growth and income.The fund T.Rowe Price Real Assets 3.51 invests in a diversified portfolio of other T.Rowe Price stock and bond funds that represent various asset classes and sectors.Its T.Rowe Price Mid Cap Value 3.27 allocation between T.Rowe Price stock and bond funds will change over time in relation to its target retirement date.The fund is Total 8954% managed based on the specific retirement year(target date 2050)included in its name and assumes a retirement age of 65.VIM' he11.7 Diversification %Assets fund is non diversified,it invests in diversified underlying holdings. Basic Materials 5.66 Consumer Cyclical 15.41 Portfolio Statistics As of 3/31/2015 Financial Services 17.53 Real Estate 3.24 Inception Date: 12/29/2006 Investment Advisor: T.Rowe Price Associates,Inc. Consumer Defensive 6.12 Net Assets($in millions): $5,561.41 Portfolio Manager: Jerome Clark - Healthcare 14.86 Utilities 3.28 Communication Services 3.37 Energy 4.49 Industrials 13.53 Technology 12.50 Total 99.99% ll M itINEE Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. � il /- MassMutual® T. Rowe Price Retirement Balanced Investment Option FINANCIAL GRGUP Publication Date 20 2015 • Code: 877 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Conservative Allocation Risk/Return Spectrum As of 3/31/2015 ValueAsset Allocation °/0 Assets Monely e Market Bond AsseBalancednn/ Large Cap Mid Cap Small Cap Int Globalnal/ Specialty Stock 26.14 The target date aligns with the year closest to the expected retirement date.Performance of target date funds depends on the performance Foreign Stock 12.09 of the underlying mutual funds and is not guaranteed at any time,including the target date.These funds may be subject to the volatility of Bond 48.30 global financial markets(domestic and international)and additional risks associated with investing in high yield,small cap and foreign Foreign Bond 9.21 securities.The principal value of target date funds isn't guaranteed even at the target date.A target date fund distributes contributions Preferred 0.25 around a broad spectrum of stocks,bonds and cash.These allocations are rebalanced over time so the asset mix gets more conservative Convertible 0.03 as the target date approaches. Cash 3.28 Other 0.70 Volatility Profile Total 10000% Largest Holdings %Assets MODERATE T.Rowe Price Inflation Focused Bond 30.51 The volatility profile is a measure of the level of risk of the underlying fund and is T.Rowe Price Equity Index 500 21.29 based on a ranking of the three year standard deviation of the fund's performance. T.Rowe Price New Income 20.77 s The ranking is compared against other funds within the same broad category group. T.Rowe Price Intl Gr&Inc 3.720 = The higher the volatility,the higher the variation in returns. T.Rowe Price Overseas Stock 3.41 T.Rowe Price High-Yield 3.32 T.Rowe Price International Stock Fd 3.18 Strategy T.Rowe Price Emerging Markets Bond 3.12 The investment seeks the highest total return over time consistent with an emphasis on both capital growth and income.The fund T.Rowe Price International Bond 2.32 invests in a diversified portfolio of other T.Rowe Price stock and bond funds that represent various asset classes and sectors.It is T.Rowe Price Emerging Markets Stock 2.01 intended for retired investors who seek income and relative stability from bonds along with some capital appreciation potential from Total 9365% stocks.The fund's"neutral allocations,"which are what T.Rowe Price considers broadly appropriate for investors during their •ification %Assets retirement years,are 40%stock funds and 60%bond funds.While the fund is non-diversified,it invests in diversified underlying holdings. Basic Materials 5.30 Consumer Cyclical 12.39 Financial Services 17.38 Portfolio Statistics As of 3/31/2015 Real Estate 3.78 Consumer Defensive 8.47 Inception Date: 9/30/2002 Investment Advisor: T.Rowe Price Associates, Inc. Healthcare 12.39 Net Assets($in millions): $3,628.22 Portfolio Manager: Jerome Clark Utilities 2.83 Communication Services 4.18 Energy 6.93 Industrials 11.71 Technology 14.64 Total 100.00% Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. .ngstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. =, ;: _. MassMutual Hartford Ultrashort Bond HLS Investment Option FINANCIAL GROUP® Publication Date 2D 2015 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan „ s VRU Code: 022 in the separate account which invests directly in the mutual fund. Morningstar Category Ultrashort Bond Risk/Return Spectrum As of 3/31/2015 % Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Asset Allocation Assets Money Market Balanced Global Stock 0.00 Securities rated"BB"and below are commonly referred to as"high yield,high risk securities"or"junk bonds."High yield bonds Foreign Stock 0.00 generally involve greater credit risk and may be more volatile than investment grade bonds. Bond 57.27 Foreign Bond 17.69 Preferred 0.00 Strategy Convertible 0.00 The investment seeks total return and income consistent with preserving capital and maintaining liquidity.Under normal Cash.. 25.05 circumstances,the fund invests of least 80%of its assets in fixed income securities.For purposes of this policy,Its investments in Other 0.00 fixed-income securities includes,but is not limited to,obligations of the U.S.government or its agencies,corporate securities and Total 10001% short-term cash instruments.The fund normally invests in"investment grade"securities. Largest Holdings %Assets FHLBA 0.375% 3.35 Portfolio Statistics As of 3/31/2015 FFCB 0.45% 2.44 FNMA 0.5% 1.53 Inception Date: 4/1/1998 Investment Advisor: Hartford Funds Management Ge Dealer FIrpin 2012-3 FRN 1.02 Net Assets($in millions): $802.27 Company,LLC li- Pnc Bk N A Pittsburgh Pa 1.15% 0.92 Number of Bond Holdings: 207 Investment Sub Advisor: Wellington Management Discover Card Exe Tr 2012-3-4 0.86% 0.91 Company Chase Issuance Tr 2012-5a 0.59% 0.84 Portfolio Manager: Shannon Carbray Ubs Ag Stamford Brh 5.875% 0.81 Robert Crusha Ge Dealer FIrpin 2012-4 FRN 0.79 Verizon Comms FRN 0.76 Total 1337% _iit _ik. _. _.. Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured bytheir underlying portfolio holdings/statistics over 3years.Investment options can move into other 9 ry:. tY Y 9 9 I categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. Mi. Hartford Total Return Bond HLS Investment Option FINANCIAL GRGUP Publication Date 20 2015 -s Code: 18 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category Intermediate-Term Bond Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 0.00 Securities rated'BB'and below are commonly referred to as'high yield,high risk securities'or'junk bonds.'High yield bonds generally Foreign Stock 0.00 involve greater credit risk and may be more volatile than investment grade bonds. Bond 64.98 Up to 30%of the Fund may be invested in securities of non-U.S companies.Investing in foreign issuers and non-dollar securities may Foreign Bond 21.76 involve different and additional risks associated with foreign currencies,investment disclosure,accounting,securities regulation, Preferred 0.18 commissions,taxes,political or social instability,war or expropriation. Convertible 0.13 Cash 5.99 Other 6.95 Volatility Profile Total 9999% Largest Holdings %Assets MODERATE Us 10yr Note(Cbt)Jun15 Xcbt 20150619.15.01 The volatility profile is a measure of the level of risk of the underlying fund and is Us 5yr Note(Cbt)Jun15 Xcbt 20150630.13.47 based on a ranking of the three year standard deviation of the fund's performance. FNMA 4.95s The ranking is compared against other funds within the same broad category group. FNMA 4.39 0 -... = The higher the volatility,the higher the variation in returns. Us 2yr Note(Cbt)Jun15 Xcbt 201506304.01 Us Long Bond(Cbt)Jun15 Xcbt 201506193.28 Strategy FNMA 2.81 US Treasury Note 2.56 The investment seeks a competitive total return;income is a secondary objective.The fund invests at least 80%of its net assets in FHLMC 4.5% 2.20 bonds.It normally invests at least 70%of its portfolio in investment grade debt securities and may invest up to 20%of its net assets FNMA 2.13 in securities rated below investment grade.The fund normally invests in debt securities with a maturity of at least one year.It may also Total 5481% invest up to 15%of its net assets in bank loans or loan participation interests in secured or unsecured variable,fixed or floating rate IIIloans to U.S.and foreign corporations,partnerships and other entities. Portfolio Statistics As of 3/31/2015 Inception Date: 8/31/1977 Investment Advisor: Hartford Funds Management Net Assets($in millions): $3,138.28 Company, LLC Number of Bond Holdings: 1173 Investment Sub Advisor: Wellington Management Number of Stock Holdings: 1 Company LLP Portfolio Manager: Campe Goodman Lucius Hill, III Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. 411gstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. r' MassMutual MFS Government Securities Investment Option FINANCIAL GROUP® Publication Date 20 2015 ill This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan s VRU Code: 881 in the separate account which invests directly in the mutual fund. Morningstar Category Intermediate Risk/Return Spectrum Government As of 3/31/2015 Stable Value/ Bond Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Asset Allocation %Assets Securities rated"BB"and below are commonly referred to as"high yield,high risk securities"or"junk bonds."High yield bonds Stock 0.00 generally involve greater credit risk and may be more volatile than investment grade bonds. Foreign Stock 0.00 Bond 83.87 Foreign Bond 1.30 Volatility Profile Preferred 0.00 Convertible 0.00117 Cash 14.21 MODERATE Other 0.61 The volatility profile is a measure of the level of risk of the underlying fund and is Total 99.99% based on a ranking of the three year standard deviation of the fund's performance. s The ranking is compared against other funds within the same broad category group. Largest Holdings %Assets o ''-----„ = The higher the volatility,the higher the variation in returns. FNMA 5.78 US Treasury Note 0.875% 4.72 Strategy US Treasury No3.125% 3.33 The investment seeks total return with an emphasis on current income,but also considering capital appreciation.The fund normally US Treasury Notete 3.2 US Treasury Note 1.75% 2.78 invests at least 80%of net assets in U.S.government securities.It generally invests substantially all of its assets in investment-grade FNMA 4.5% 2.55 debt instruments.The fund invests a relatively large percentage of its assets in a single issuer or a small number of issuers.It may US Treasury Note 1% 1.97 invest a relatively large percentage of the fund's assets in a single issuer or a small number of issuers. FHLMC 2.5% 1.80 US Treasury Note 1.72 GNMA 3.5% 1.59 Portfolio Statistics As of 3/31/2015 _ Total 2947% Inception Date: 7/25/1984 Investment Advisor: Massachusetts Financi. Net Assets($in millions): $2,175.57 Services Co Number of Bond Holdings: 381 Portfolio Manager: Geoffrey L.Schechter Ilf Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. Morningstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other categories,or Morningstar may change their classification methodology. ©2013 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary; to Morningstar and/or its content providers;(2)may not be copied or distributed;a (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. MassMutual Putnam High Yield Advantage Investment Option FINANCIAL GROUP° Publication Date 20 2015 ►-a Code: 59 This investment option is available to your plan through a group variable contract offered to fund retirement programs.Your plan invests in the separate account which invests directly in the mutual fund. Morningstar Category High Yield Bond Risk/Return Spectrum As of 3/31/2015 Asset Allocation %Assets Stable Value/ Bund Asset Allocation/ Large Cap Mid Cap Small Cap International/ Specialty Money Market Balanced Global Stock 0.00 Securities rated"BB"and below are commonly referred to as"high yield,high risk securities"or"junk bonds."High yield bonds Foreign Stock 0.00 generally involve greater credit risk and may be more volatile than investment grade bonds. Bond 77.09 Foreign Bond 15.41 Preferred 0.21 Volatility Profile Convertible 0.42 Cash 3.26 Other 3.62 MODERATE Total 10001% The volatility profile is a measure of the level of risk of the underlying fund and is based on a ranking of the three year standard deviation of the fund's performance. Largest Holdings %Assets s The ranking is compared against other funds within the same broad category group. Altice Sa 144A 7.750/0 0.61 0 ~---..., = The higher the volatility,the higher the variation in returns. Royal Bank 1 SFR 0.58 Ceridian Hcm Hldg 144A 11% 0.58 Strategy Ads Waste Hldgs 8.25% 0.58 Wideopenwest Fin LIc/Wideop 10.25% 0.53 The investment seeks high current income,and capital appreciation is a secondary consideration.The fund invests mainly in bonds Avaya 144A 7% 0.52 that are obligations of U.S.companies,are below-investment-grade in quality(sometimes referred to as"junk bonds"),and have Gmac 144A 8% 0.51 intermediate-to long-term maturities(three years or longer).The adviser may consider,among other factors,credit,interest rate and Sprint 7.875% 0.49 prepayment risks,as well as general market conditions,when deciding whether to buy or sell investments.The fund may also invest Manitowoc 5.875% 0.46 in other debt instruments,including loans. Linn Engy 6.25%_ 0.46 Total 532% • Portfolio Statistics As of 3/31/2015 Inception Date: 3/25/1986 Investment Advisor: Putnam Investment Net Assets($in millions): $730.32 Management,LLC Number of Bond Holdings: 544 Portfolio Manager: Paul Scanlon Norman Boucher Processing and publication dates vary by fund company resulting in potential variations in"as of"dates.Information contained herein is subject to change at any time,and may vary based on underlying fund and/or share class considerations(if applicable).Certain sections,if shown,may not add up to 100%due to rounding. gstar Category:identifies funds based on investment styles as measured by their underlying portfolio holdings/statistics over 3 years.Investment options can move into other 'n ries,or Morningstar may change their classification methodology. 3 Morningstar,Inc.All Rights Reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and (3)is not warranted to be accurate,complete or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. RS-31547-00. RetiresMART- DON'T LET ANYTHING STAND IN THE WAY OF GETTING ON THE RIGHT PATH . . ..• .. • • i ya ` , :l - i, • r if e r , h t x. , or Retirement isn't as far as it looks. IIPPI. MassMutual a FINANCIAL GROUP® We'll help you get there: ff IIIIIIIIMIMIMIMIIII.MaIMIIIIIIIII/IP ii! i Look AHEAD. What doyou see in your retirement? M _.. Many people see a life ahead that is full of choices. But no matter what you see when you imagine your life in retirement, you will need savings. Without planning and saving, many of us will not have enough to enjoy the retirement we see for ourselves. Join the plan � �, JOINING YOUR PLAN AND SAVING I � EARLY CAN MAKE A BIG DIFFERENCE Your employer's retirement plan can help you save for /' life in retirement with flexibilitythat works for your life In this example,Pat and Miguel both saved about ®' $29 a week until they retired at age 65.But Pat right now. started when he was 25,and Miguel waited until he was 35.Pat's money had longer to grow.Those ► It's simple and convenient. 10 years of waiting cost Miguel over$116,000. III Automatic payroll deductions mean you never have $300,000 $250,199 to worry about writing a check or spending money 5250,000 you meant to save. $200,000 siso,000 $126,230 ► It's flexible. $100,000 $50,000 You decide how much to save and where your contributions are invested. Miguel's Investment Pat's Investment Example is hypothetical and assumes weekly contributions of about$29 ► There may be tax benefits. with a 6%annual rate of return compounded weekly.Hypothetical results are for illustrative purposes only and are not intended to predict the Your contributions may be made on a before-tax future performance of any investment option. basis,which reduces your taxable income. ► It goes where you go. 3 out of 4 workers will fall short on their retirement income goal. Your contributions and earnings are always yours no matter where you go. F ,�,; .E0 g , 7r ;; I i 21O �a f, ,,,,,, Increase your CONTRIBUTIONS Thanks to inflation, everyday items will cost more by the time you reach retirement. This means you may have to save more just to cover daily expenses. `' DAILY EXPENSES WILL COST „ MORE IN RETIREMENT) "I see myself having Item Cost now Cost in retirement an adventure." Gallon of milk $3.00 $7.07 0 Box of cereal $4.50 $10.60 Movie ticket $10.00 $23.57 ,, r ii Weekly groceries $100.00 $235.66 —;....- „to.4 , 7 \` SAVING MORE CAN HELP2 � .. / Take a look to see how much a 2%increase of a$25,000, $50,000,or$75,000 annual salary could add up to over time.Increasing contributions to your retirement plan can help ensure you save enough to cover your daily ` expenses. $150,000 $126,000 $120,000 °"' w,.,.r,x $90,000 $83,000 ' - ' - -4:1114 $60,000 $30,000 $42,000 Years 5 10 15 20 25 30 Salary al$25,000 ■$50,000 ■$75,000 IIample assumes a 3%rate of inflation,compounded annually over 30 years. Example is hypothetical and does not represent the future performance of any investment option available in your employer's plan. Numbers assume a before-tax weekly contribution of 2%of your salary,earning a hypothetical 6%annual rate of return compounded weekly over 30 years. • Consolidate Your Retirement Assets You may be able to roll other assets and account • balances into your MassMutual account.Consolidating your assets may help you keep track of investments 4. -° and prepare for your life ahead. '40 -14 With all of your assets in one place,you'll be able to: ,tea ► Manage all assets with a single account ,., '��� r ► Track progress with ease ► Get help from one award-winning team ''"- 41111\11141111, -.: ► Possibly save on fees For more information,contact your MassMutual • representative,benefits administrator,or plan sponsor to learn more. • Please consider an investment option's objectives,risks,charges,and expenses carefully before investing.This and other information about the investment options can be found in the applicable prospectuses(and/or summary prospectuses,if available),if any,or fact sheets for the investment options listed,which are available from your plan sponsor,on the participant website,or by contacting our Participant Information Center.Please read them carefully before investing. The information contained in this brochure is not intended or written as specific legal or tax advice and may not be relied on for purposes of avoiding any federal tax Penalties.Neither MassMutual nor any of its employees or representatives are authorized to give legal or tax advice.You must rely on the advice of your own independent tax counsel. rMassMutual FINANCIAL GROUP® 0 _. ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services isa division]and its affiliated companies and sales representatives. RS19-/3 513 0:31755 OC • • • • • • Save to the max Plan Limits Age 50+ 457(b)Pre-retirement 401(k)/457/403(b) Catch-up' Catch-up limit' 2014 Retirement Plan $17,500 $5,500 $35,000 Contribution Limits 'Available to participants age 50 and older,not to be used MassMutual concurrently with the pre-retirement catch-up provision. • nx.■ci.c .11o111.• 'Available during the three years prior to,but not including, the year the participant will reach normal retirement age. We'll help you get there: Questions? Customer Service 1-800-528-9009 www.massmutual.com/serve ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved. www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. 1113 • • DON'T LET ANYTHING STAND IN THE WAY OF GETTING WHERE • YOU ' RE GOING . vz .. Ret i reSMART=M , Your guide to the catch-up provisions. Helping you MAKE THE MOST of your savings as you near retirement. ► Now may be the time to step-up your retirement savings. It's never too late to invest more in your future. In fact,the closer you are to retirement,the more you may be able to save with two special catch-up provisions which may be offered under 457(b)Deferred Compensation Plans. The 50+catch-up provision allows you to contribute up to an additional$5,500 in catch-up • contributions to your plan this year as long as you're age 50 or older—or will turn 50 this year— and are on track to contribute the maximum IRS annual contribution limit of$17,500 for the year.' The pre-retirement catch-up provision allows you to make additional contributions during the three years prior to,but not including,the year in which you will reach normal retirement age based upon the total amount of contributions that you could have made in prior years,but did not. You can take advantage of one or the other of these catch-up contributions,but not both,in any given year. Don't miss the opportunity to save more for retirement.The following pages will help answer any questions you may have and also help determine if either of these catch-up provisions may be right for you. 1 Catch-up contributions are not offered by all plans.Your plan may have lower contribution limits. A MassMutual 11 . FINANCIAL GROUP® L. ill We'll help you get there: ANSWERS to ourquestions.v • ► What is the pre-retirement catch-up Or,your plan may allow you to designate a NRA provision? between these ages.For example,if the earliest age in the range above is 60,a plan may allow you This provision of a 457(b)Deferred Compensation to designate a NRA between ages 60 and 70'A.An Plan allowsou to contribute more than the normal Y exception to this rule exists for eligible plans of maximum annual contribution allowed during the qualified police or firefighters,where the NRA may be three yearsprior to,but not including,theyear in g as early as age 40. which you will reach normal retirement age.You may only catch up on the amount you were eligible You should contact your plan administrator to to contribute but did not.Please note that the determine what the NRA is under your plan. pre-retirement catch-up provision is not available to ► How much may I contribute? 403(b)or 401 participants. The pre-retirement catch-up provision allows those ► How far back can I go in determining how eligible to contribute up to the lesser of: much I can catch up on? • The standard deferral limit plus any previously You can go back to the date you became eligible for unused deferral amount(Underutilized Amount*) your current employer's plan or January 1, 1979, • Or whichever is later. • Twice the standard deferral limit in effect for the ► What is Normal Retirement Age? current tax year in question. Normal Retirement Age(NRA)is usually defined in That means for 2013 the maximum pre-retirement your employer's plan.Your plan may designate NRA as catch-up limit will be the lesser of your any age between the earlier of age 65,or the earliest Underutilized Amount and$35,000(2 X$17,500). age at which you could retire with unreduced pension See the chart on the last page for the maximum benefits under your employer's basic pension plan and pre-retirement catch-up limits through 2013. age 70%2. 2 • ► How many times may I take advantage of the ► What happens if I use the pre-retirement pre-retirement catch-up provision? catch-up provision and then discover I will The pre-retirement catch-up provision may only be not be able to retire? used for a single three calendar year period priorto the If you use the pre-retirement catch-up provision and year in which you attain NRA.Once you begin utilizing then discover you are unable to retire,you simply the catch-up provision,those three consecutive return to your normal contribution limit once the calendar years are the only years in which you may three-year catch-up period is completed. take advantage of this provision under any Deferred Compensation Plan of your employer. For example, if you will attain your NRA in 2016 and you use the pre-retirement catch-up in 2013,but do not elect to To calculate the Underutilized Amount,add up use it in 2014 and 2015,then you will not be able to use the total amount you could have contributed, it again.As you can see,the pre-retirement catch-up according to the maximum annual contribution provision covers only one three(consecutive calendar) limits(but did not),since becoming eligible for the year period. plan until your pre-retirement catch-up period— • three years before you reach NRA. Please Note:In order to calculate the Underutilized Amount,you must consider deferrals made to all 457(b)plans and,for years prior to 2002,any 401(k)plan, SARSEP,403(b)plan and 408(p)plan(Pre-2002 Coordination Plans). Please note that when calculating the Underutilized Amount,you may only consider taxable years after December 31,1978 in which you were eligible to defer compensation to the Deferred Compensation Plan.Additionally,for years prior to 2002,you must apply the 331/3%includible compensation limit. • 3 • • oi, f{��~ n �" ,,,..,„,,,,4,!,...4,,,A, /fi,' ,ry. M' . , r i It 3 4r ...x yµ 5 w 3 �.. ..-3�•.i.a.+e,M a. -..t. .. ,ate � .;�.. ,..�.. _.. ? yy, 1 ,a ► If I start using the pre-retirement:catch-up ► Do my contributions affect my Social Security �_ provision, must I continue to use it? benefits? No.You are not required to contribute the maximum No.Your total wages remain the same for Social amount,nor are you required to use it for all three Security contributions. Furthermore,amounts you years.Your contributions should be based on your receive from your Deferred Compensation Plan budget and how much you can afford.Some may find it when you retire should not reduce your Social easier to divide the Underutilized Amount by three and Security benefits. spread it equally over three years.It's up to you. • 4 • ► Do my contributions affect other retirement ► How can I find out how much more I programs in which I participate? may contribute, if anything, under the Possibly.Some retirement plans base an individual's pre-retirement catch-up provision of maximum contribution on their"reduced" my plan? compensation—total earnings minus deferred Complete the enclosed worksheet and return it to contributions.It is very important that you contact your local MassMutual representative. If you need your plan representative to determine whether assistance with the worksheet or have questions, contributions made via the pre-retirement or age 50+ please contact your plan administrator or MassMutual catch-up will affect your other benefits. representative. Take a look on the following pages for examples of the pre-retirement catch-up and 50+catch-up provisions. • • 5 CASE STUDY It's never too late to MAXIMIZE • your savings. ► Meet Anita Anita will attain NRA in 2015,so she can take advan- tage of the pre-retirement catch-up benefit in 2012, Anita,a librarian,has been participating in her 457(b) 2013 and 2014 to maximize her contributions.Because Deferred Compensation Plan that provides for a Anita waited,and did not contribute anything since normal retirement at age 62.She became eligible for she became eligible,it is fairly simple to calculate her the plan in 2009,but waited to contribute until 2012. Underutilized Amount for each year. Anita will reach NRA in 2015,but plans to continue working until 2017. Remember, the pre-retirement catch-up provision must be the lesser of your Underutilized Amount added to '"::' the maximum annual contribution limit,or twice the An ita s Facts maximum annual contribution limit during your eligible catch-up period. Current Year: 2012 The best option for Anita is to divide her Underutilized Age: 59 Amount by three and split it up over her eligible catch- Normal Retirement Age: 62 up period and add that to her contribution each year Year She Attains NRA: 2015 This means that for 2012,2013 and 2014 Anita's contribution could be 17,000,plus one-third of her Current Salary: $45,000 Underutilized Amount of$49,500(or$16,500),giving her a possible total contribution of$33,500 for each of those three years. tt Once Anita reaches NRA in 2015,she will be able ) A to take advantage of the 50+catch-up provision and contribute up to an additional$5,500** until she retires. • 6 • Anita's Example Annual Maximum Annual Maximum Possible Anita's Actual Underutilized Year Salary Contribution Limit Catch-Up Contribution Contribution Amount 2009 $44,000 $16,500 $0 $16,500 2010 $44,500 $16,500 $0 $16,500 2011 $44,500 $16,500 $0 $16,500 Totals $49,500 $0 $49,500 2 $44$45,5°(t):034 45xs$11270(10°°°** 17 +$16, $3 i�:4 ,- 2014 $47,x* 170C4)-**, +$16,500 $30SIX ' ,. 2Q15 Anita can divide her (YearAnita $48,000* $17,000" $5,500" $22,500** Underutilized Amount reaches NRA) by 3 and add that III $5,500 2016 $48, amount to her x* $17,000" ** $22,500** contribution during her pre-retirement 2017 $48,000* $17,000** $5,500** $22,500** catch-up period. Underutilized Amount Pre-retirement catch-up 50+catch-up If Anita had contributed the maximum amount starting in 2009 when she became eligible,and let her contributions grow until she retires in 2017,she could have had over$12,000 extra to spend in retirement. $250,000 $225,043 $200,000 < Waiting to contribute $150,000 $212.896 cost Anita over$12,000. $100,000 $50,000 $0 2009 2010 2011 2012 2013 2014 2015 2016 2017 *Actual salary may be higher due to annual increases. **Indexed on annual basis,actual amount may be higher. • 7 ,„4 CASE STUDY • •�"$ . Even if you don 't contribute regularly, • there's a WAY TO SAVE. ► Meet Jack Jack wants to defer the maximum amount possible in 2012,2013,and 2014 to take advantage of the Jack,a firefighter,has been participating in his 457(b) pre-retirement catch-up benefit.Because Jack's Deferred Compensation Plan that provides for normal contributions are inconsistent,it is difficult to calculate retirement at age 50. He became eligible for the plan his Underutilized Amount.His best option may be to in 2004.Because of other financial obligations,such contribute up to twice the maximum annual limit. as children's education and loss of income due to a temporary injury,Jack contributed when he could. So,for the three calendar year period prior to reaching NRA,Jack may contribute the maximum annual contri- Jack reaches NRA in 2015 at age 50,so he will be able bution of$17,000,plus another$17,000 allowed under to take advantage of the pre retirement catch-up the pre-retirement catch-up provision for a possible provision for 2012,2013 and 2014. annual contribution total of$34,000.** ;>). Keep in mind,however,that Jack can contribute any '" Jack's Facts amount up to$34,000 but no more than twice the maximum annual limit. • Current Year: 2012 Because he will turn 50 in 2015,Jack will be able to take Age: 47 advantage of the 50+catch-up provision of contri but- Normal Retirement Age: 50 ing an additional$5,500**on top of the annual limit of$17,000.** If Jack decides to keep working he can Year He Attains NRA: 2015 continue to take advantage of the 50+catch-up contri- Current Salary: $39,000 bution benefit until he retires. Year He Plans To Retire: Unknown ,� ' t. '<, ,J Akt • i , w. 8 • i v Jack's Example Annual Maximum Annual Maximum Possible Jack's Actual Underutilized Year Salary Contribution Limit Catch-Up Contribution Contribution Amount 2004 $30,000 $13,000 $5,000 $8,000 2005 $30,750 $14,000 $9,000 $5,000 2006 $32,000 $15,000 Unknown Unknown 2007 N/A $15,500 Unknown Unknown 2008 N/A $15,500 Unknown Unknown 2009 $36,000 $16,500 $14,500 $2,000 2010 $37,000 $16,500 $15,000 $1,500 2011 $37,500 $16,500 $15,000 $1,500 Totals $122,500 Unknown Unknown 0 2012 $30,000 $17,000 +$17,000 $34,000 ,00* $17,000** +$17,0 ** $34,000*` Because of other 2014 $39 AB* $17,x** +$17,000 000** $34,x* financial obligations, Jack contributed 2015 when he could. (YearAnita $39,000* $17,000** +$5,500** $22,500 reaches NRA) Underutilized Amount Pre-retirement catch-up 50-i-catch-up Since Jack's Underutilized Amount is unknown,he may contribute any amount up to$34,000**but no more than twice the maximum annual limit during the three calendar year period prior to reaching NRA.Once he reaches NRA,he can take advantage of the 50+catch up benefit until he retires. *Actual salary may be higher due to annual increases. **Indexed on annual basis,actual amount may be higher. • 9 `4 « 457(b) Pre-retirement Catch-Up Provision Worksheet • If you need help with this worksheet or have questions,please contact your benefits administrator or MassMutual Representative. Participant Name Work Phone Home Phone Employer Name Department A.Have you been eligible to participate in the plan since 1979? ❑ Yes ❑ No B.The maximum amount which can be contributed under the pre-retirement catch-up provision is$35,000*.You may only catch-up on amounts which you could have deferred in past eligible years but did not. C.The maximum number of years you can go back and catch up is the most recent of the following dates: 1.January 1,1979 2.The date you became eligible for the Deferred Compensation Plan(DCP) 3.The date the DCP was instituted by your employer(Plan Inception Date D.Catch-Up Calculations Maximum Deferral (Refer to chart on next page for Underutilized Eligible Year Salary deferral limits from 1979-present) Actual Deferral** Amount • Totals *This is the limit as of January 1,2013. **Actual Deferral(Include those made to all Pre-2002 Coordination Plans as well as to all 457(b)Deferred Compensation Plans). E.I wish to use the pre-retirement catch-up provision in the following years: and These years are prior to the year in which I will attain my normal retirement age under the plan. F.I understand that I must be within three years of attaining my normal retirement age to use the pre-retirement catch-up provision. G. I understand that once I begin utilizing the pre-retirement catch-up provision,those three consecutive calendar years are the only years in which I may use the catch-up. • Signature Date 10 • Maximum Deferral Limits Standard Pre-retirement Contributions Contributions 1979—1997 $7,500 $15,000 1998—2000 $8,000 $16,000 2001 $8,500 $17,000 2002 $11,000 $22,000 2003 $12,000 $24,000 2004 $13,000 $26,000 2005 $14,000 $28,000 2006 $15,000 $30,000 2007—2008 $15,500 $31,000 2009—2011 $16,500 $33,000 2012 $17,000 $34,000 2013 $17,500 $35,000 • 11 • The information contained in this brochure is not intended or written as specific legal or tax advice and may not be relied on for purposes of avoiding any federal tax penalties.Neither MassMutual nor any of its employees or representatives are authorized to give legal or tax advice.You must rely on the advice of your own independent tax counsel. Please consider an investment option's objectives,risks,charges and expenses carefully before investing.This and other information about the investment option can be found in the applicable prospectuses(and/or summary prospectuses, if available),if any,or fact sheets for the investment options listed,which are available from your plan sponsor,on the participant website or by contacting our Participant Information Center.Please read them carefully before investing. A MassMutual !F� FINANCIAL GROUP® • ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services isa division]and its affiliated companies and sales representatives. ElS1171 513 0.31573-011 RetiresMARTSM DON'T LET ANYTHING STAND IN THE WAY OF GETTING WHERE YOU ' RE GOING . , , . • ,,1 . . 4 1 9 3 i f 4' Helping you create a brighter future Mass,Mutual® taill We'll help you get there® 1 mm Your employers DEFERRED COMPENSATION 4 == RETIREMENT PLAN • Achieve what's ahead with your Making contributions to your plan employer's retirement plan ► Is there a minimum contribution amount? Saving for the future is more important than ever. Generally,the minimum contribution is$10 per pay We're living longer these days—which could mean period.Your employer may choose to establish another spending 20 or more years in retirement.That's why minimum contribution amount. one of the most valuable benefits your employer provides is your workplace retirement plan. It offers ► Is there a maximum contribution limit? you an opportunity to save and invest today which may give you the best chance to achieve a more In 2014,the maximum annual contribution limitto comfortable tomorrow. your retirement plan account is$17,500,or 100%of your salary,whichever is less. If you are age 50 or older, Your employer's retirement plan offers you these you are eligible to contribute up to an extra$5,500 =_ important savings advantages: to the plan this year.You may also qualify for special pre-retirement catch-up contributions of up to$35,000 • You're in control.You decide how much to invest in the three years before you reach normal retirement and select the investment choices that are comfort- age.'You can take advantage of one or the other of able for you. these catch-up contributions,but not both,in any • It's simple and convenient.Your contributions are given year and plan provisions may vary. deducted automatically each pay period. • You may save on taxes.Your before-tax contribu- ► Can I roll over funds from other accounts? 411) tions may cost less than you think. You maybe able to roll over balances from other uali- q • Your money may grow faster.Your earnings grow fied retirement accounts,such as another employer tax-deferred which can significantly boost your plan or an IRA,into your employer's retirement plan. account balance over time. Consolidating your assets into a single account offers • It goes where you go.Your contributions are always a number of benefits,including one quarterly state- yours,even if you leave the company. ment,one asset allocation strategy,one website or phone number for transactions or assistance,and one • Rollovers let you consolidate accounts.You may be account for your beneficiary.You may also experience a able to roll over balances from other qualified reduction in account fees. retirement plans into your current plan for the benefits of a single account. III Mi 1 The pre-retirement catch-up limit will vary by participant based on a number of factors,including the amount of the participant's contributions in previous years. i Managing your account Making withdrawals from your account ► Can I change my contribution amount? ► When do I have access to my entire You may increase or decrease the amount that account balance? is deducted from your paycheck as often as your In general,you may receive your account balance at employer permits.This allows you to contribute what retirement,separation of service,death,or in the is comfortable for you.You may also stop contributing event of a severe and unforeseen financial emergency, at any time. if the plan permits.You may also withdraw or move your balance when leaving your employer. ► How do my contributions affect my taxes? Your before tax contributions may offer an immediate ► What are my payout options at retirement? tax benefit.Because your deductions are taken before You can choose to make withdrawals from your taxes are withheld,your taxable income is reduced by retirement account in different ways,such as in a the amount of money you contribute.For example, lump-sum amount or with a systematic withdrawal if your annual salary is$50,000 and you contribute that provides periodic income.'But before you decide, $2,000 to the plan,your annual taxable income is think carefully.The way you manage withdrawals from shown as$48,000 on your W-2 form.As a result,you're your retirement plan will help determine whether likely to pay less in federal taxes. those savings can meet your needs for the long term. However,you must begin taking required minimum • Do I have a choice of investment options? distributions by April 1 of the year following the year You can choose from the wide array of investment you reach age 701/2,unless you are still employed with options available in your employer's retirement plan. the employer sponsoring the plan. The different levels of risk and return in a broad spec- For help determining the payout option that is best for trum of investment types gives you the flexibility to you,you can speak with a MassMutual Payout Options choose the investments that are most appropriate for Specialist at 1-800-528-9009. your long-term goals and tolerance for risk. For additional information,call MassMutual's ► Can I change my investment elections? Customer Service Center at 1-800-528-9009 or visit our website at massmutual.com/serve. You can transfer existing assets among the plan's available investment options or change how your For more personalized service,you may always future contributions are invested at any time.You can contact your local MassMutual representative.Your perform transactions by calling our voice response MassMutual representative can be a valuable resource system at 1-800-528-9009,or by logging on to in helping you learn more about your employer's massmutual.com/serve.These features allow you retirement plan,available investment options,various quick and easy access to your account. investment concepts,and much more.The Customer Service Center can provide you with the name and contact information of your local representative. • A variety of annuity payout options may be available to you under a separate contract. a Em i ie . - The information contained in this flyer is not intended or written as specific legal or tax advice and may not be relied on for purposes of avoiding any federal tax penalties.Neither MassMutual nor any of its employees or representatives are authorized to give legal or tax advice.You must rely on the advice of your own independent tax counsel. Please consider an investment option's objectives,risks,charges and expenses carefully before investing.This and other information about the __ investment option can be found in the applicable prospectuses(and/or summary prospectuses,if available),if any,or fact sheets for the investment options listed,which are available from your plan sponsor,on the participant website or by contacting our Participant Information Center.Please read them carefully before investing. rilMassMutual FINANCIAL GROUP® • ©2014 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual corn.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. tiS2441 114 C.32329-03 DON'T LET ANYTHING --lippi STAND INTHE WAY OF GETTING ON III THE RIGHT PATH . -------------------- RetireSMART- v ,, Easy access to Your account ,„ Once you are enrolled, manage your account in two simple ways ► Online or by phone Either on the web or over the phone you can: • Obtain current account balances • Check current investment prices and performance • Access personalized performance III • Change your investment options • Transfer(exchange)balances between investment options • Request a loan,withdrawal or distribution(if applicable) • Model a new loan or obtain outstanding loan information(if applicable) • Obtain rollover information and forms • Change your personal identification number(PIN) Learn more about investing for retirement Whether you're new to the plan,a seasoned investor or getting ready to retire,our website can help you.You'll find a wide array of educational resources to help you make more informed decisions about your financial future.Visit www.massmutual.com/serve to learn about topics such as the benefits of tax-deferred investing,the importance of diversification and planning for your income in retirement. A MassMutual IP" FINANCIAL GROUP® We'll help you get there® ► More online ► More by phone • Enable/reset your account password Speech recognition system • View and download your quarterly statement Simply state the reason for your call when asked. This 24-hour service is available in English only. Automated touch-tone response system Online Say"list"after you hear the welcome greeting, and follow the prompts. TO LOG IN TO www.massmutual.com/serve Language Line 1. Enter your Social Security number(SSN),with A customer service representative can connect you no dashes or spaces. to our Language Line Service where help is available 2. Enter yourp temporary personal identification in over 140 languages. Y number(PIN).Your temporary PIN was sent to you in a"Welcome"letter after you enrolled. If you can't locate your PIN,please phone call for a new one. );': 3. Choose a new user name and PIN. CALL 1-800-528-9009 1. Enter your Social Security number(SSN). 2. Enter your temporary personal identification number(PIN).Your temporary PIN was • sent to you in a"Welcome"letter after you enrolled. If you can't locate your PIN,say "I don't know it." 3. Request a new PIN. IEMassMutual FINANCIAL GROUP® ©2013 Massachusetts Mutual Life Insurance Company,Springfield,MA 01111-0001.All rights reserved.www.massmutual.com.MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company(MassMutual)[of which Retirement Services is a division]and its affiliated companies and sales representatives. F35[A;5 8J3 P-ACCOU\1TACCFSSCO'V-FLY-01W C:31t60-00 City of Palo Alto Statement of Account r' MassMutual III Page1 of9 FINANCIAL GROUP' April 1, 2013 - June 13, 2013 For questions about your statement and any transactions, please call:1-800-528-9009 Call Us!Contact our Customer Service Center at the number listed above Monday through Friday 8:00 am-8:00 pm ET. Write Us!MassMutual Retirement Services; P.O. Box 1583; Hartford, CT 06144-1583. Be sure to include the plan's group number in your correspondence. Connect with Us!Through our website at http://retire.hartfordlife.com. 000006 BARBARA C ADAMS Group Number: 0020007 77 CRESTMONT DR SPOUSAL DEFERRAL SAN FRANCISCO CA 94131 Period Summary Historical Summary April 1, 2013 to June 13, 2013 Since Established October 9, 2008 Beginning Balance $161,334.34 Contributions $.00 $.00 • Net Withdrawals $.00 $68,947.53(-) Plan and Contract Fees* $.00 Change in Value $1,287.67 Ending Balance 06/13/2013 $162,622.01 Your Account by Investment Category as of June 13, 2013 • 100% Stable Value/Money Market * Plan and Contract Fees may include items such as an annual maintenance fee, per participant charge,deferred sales charge and other charges authorized by your plan. Other charges may be deducted from your account and may or may not be reflected here, including charges assessed under the contract, its separate accounts or by the underlying funds. For a complete • description of all charges that may apply, refer to the prospectus or disclosure materials,whichever is applicable,for your retirement program and its related contract. Additional plan expenses and other expenses other than those described above such as Third Party Administrator fees,are deducted and paid as directed by your Plan Administrator, if applicable. This statement reflects transactions received by the company prior to the period ending date. Additional transactions may be in transit and will be reflected in your next statement. City of Palo Alto Statement of AccountMassMuAll Page2of9EPFINANCIAL April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 Your Account Beginning April 1, 2013 Ending June 13, 2013 Future Inv. Units/ Units/ Elections Shares Price Balance Shares Price Balance General 100% $161,334.34 $162,622.01 Account Total $161,334.34 $162,622.01 Your Account This section highlights your future investment elections and any assets you had in these investment choices at the beginning and the end of the quarter. Plus,you'll also see the number of units/shares and price at the beginning and end of the quarter for investment choices in which you had a balance. Your Personalized Rate of Return This Period YTD 1 Year 3 Year 0.97% 1.64% 3.99% 12.49% Your Personalized Rate of Return is calculated with a formula widely used by financial analysts. It reflects the results of your III investment selections as well as any contributions, disbursements,transfers and loan transaction made during the statement calendar quarter and year-to-date. This method assumes a constant rate of return and weighs each cash flow by the amount of time it is held. PAST PERFORMANCE CAN NOT GUARANTEE FUTURE RESULTS. Account Activity Beginning Ending Balance Change In Balance April 1,2013 Additions Subtractions Value June 13,2013 General $161,334.34 $.00 $.00 $1,287.67 $162,622.01 Account Total $161,334.34 $.00 $.00 $1,287.67 $162,622.01 Account Activity This is a recap of any account activity that occurred during the last quarter. It includes, "Beginning Balances" by investment choice, "Additions" (contributions or transfers you made into your investment choices), "Subtractions" (withdrawals or transfers out), "Change in Value" (which reflects any earnings or losses that occurred),and "Ending Balances" which details quarter-end balances for each investment choice. FINRA regulations requires us to remind you that you must promptly notify MassMutual Retirement Services of any discrepancies noted on this statement. MassMutual will review and respond to such requests upon receipt. Any oral communications should be confirmed in writing to protect your rights. If discrepancies are not reported promptly we will not make adjustments, absent exceptional circumstances. 111 City of Palo Alto Statement of Account , assMutual 411, Page 3of9 FINANCIAL GROUPS April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 General Account (Declared Rate) Information Credited General Credited General Credited General Rate Account Value Rate Account Value Rate Account Value 4.00% $162,622.01 Total $162,622.01 Transaction Detail No Transaction Activity this period • • City of Palo Alto Statement of Account MassMutu Page4of9 FINANCIAL GR April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MAY 31, 2013 PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.Total return includes capital appreciation (depreciation), realized gains(losses), plus dividend or interest income.The investment return and principal value of an investment will fluctuate so that when units/shares are redeemed they may be worth more,or less,than the original cost. Results shown do not take into account personal income taxes or capital gains taxes.Current performance may be lower or higher than the performance data quoted. For current performance information to the most recent month-end, refer to our website at http://retire.hartfordlife.com. * Returns are net of total fund operating expenses and a mortality and expense risk and administrative charge(ME&A).The maximum ME&A charge for your plan is 1.25%; however,your plan's exact ME&A charge may be lower. Refer to a current fee schedule for charges applicable to your plan. Investment options are available through group variable annuity contracts(HL-15811, HL-17402, HVL-11002, HVL-21002, and HL-20325 series).The contracts are issued by Hartford Life Insurance Company(Simsbury, CT)and underwritten and distributed by MML Distributors, LLC (Springfield, MA).Administrative services are from Massachusetts Mutual Life Insurance • Company.Total return includes capital appreciation(depreciation), realized gain(loss), plus reinvested dividend or interest income. Results shown do not take into account personal income taxes or capital gains taxes. Performance is stated after deduction for total fund operating expenses, applicable separate account charges, and all other applicable contract fees.With respect to all performance displayed,where inception of the underlying fund precedes that of the separate account, performance is given since the inception of the underlying fund (whereas the inception date for Separate Account 457 is 12/31/1998, and the inception date for Separate Account 14 is 3/15/2005). In such cases,the performance given is hypothetical and is based on the actual performance of the underlying fund. Effective January 1,2013, Massachusetts Mutual Life Insurance Company(MassMutual) has acquired The Hartford's Retirement Plans Group(RPG). In connection with this transaction, MassMutual has no affiliation, and the RPG business no longer has any affiliation, with The Hartford Financial Services Group or any of its subsidiaries. MassMutual has been appointed by Hartford Life Insurance Company(HLIC)to provide all administrative services necessary to support the insurance contracts issued by HLIC in connection with the RPG business. This material must be preceded or accompanied by currently effective disclosure documents. Investors should consider an investment's objectives, risks,charges and expenses carefully before investing. Read this information carefully before you invest or send money. Questions should be directed to your local Financial Professional,or call the number listed on the front page of your quarterly Statement of Account. 1 The fund's investments are concentrated in a specific industry or sector, and are subject to greater risk than traditional diversified equity funds. 2 Investments in foreign securities may involve different and additional risks associated with foreign currencies, investment disclosure,accounting,securities regulation,commissions,taxes, political or social instability,war or expropriation. 3 The methodology used by The Hartford in the hypothetical performance calculations for the Janus investment options may differ from the methodology used by Janus.Therefore,the performance returns shown may differ from those provided directly by Janus for the same underlying funds for the same time periods,and may differ significantly at a particular point in time. • Janus approves of The Hartford's use of an alternative method that is accepted in the industry to calculate hypothetical performance. 4 Small Cap stocks generally have higher risk and return characteristics than large-company stocks. City of Palo Alto Statement of Account MassMutual • Page5of9 FINANCIAL GROUP' April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MAY 31, 2013 5 Mid Cap stocks generally have higher risk and return characteristics than large-company stocks. 6 Securities rated below investment grade"BBB" are commonly referred to as"high yield, high risk"securities, or"junk bonds." 7 An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at$1.00 per share, it is possible to lose money by investing in the Fund. Average Total Return Annual Total Return* Since Inception Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. Incept. Date Specialty 936 BlckRck Hlth Sc Opp' 1.08% 10.79% 21.58% 36.10% 18.66% 12.45% 13.90% N/A 12/21/1999 • 273 Davis Financial' 2.34% 8.60% 16.31% 28.27% 13.47% 4.01% 6.37% N/A 05/01/1991 106 Invesco Leisure' 4.37% 13.08% 21.14% 33.61% 19.20% 7.07% 8.08% N/A 02/07/1984 108 Invesco Technology' 4.12% 2.97% 6.03% 11.06% 12.12% 4.60% 6.07% N/A 02/07/1984 116 MFS Utilities' -4.48% 3.88% 9.46% 24.69% 16.78% 4.13% 13.85% N/A 02/14/1992 International/Global 160 AF New Perspective2 1.16% 5.74% 10.25% 27.25% 14.05% 3.57% 9.89% N/A 03/13/1973 456 AllianzGl NFJ IV2 -2.58% 0.48% 2.55% 24.53% 10.40% -1.51% 12.95% N/A 01/31/2003 900 Htfd Gib'Res HLS2 0.68% 5.53% 11.33% 27.91% 13.80% 2.83% N/A 3.88% 01/31/2008 13 HtfdInt OppsHLS2 -0.98% 4.16% 5.81% 24.11% 11.57% -0.23% 10.14% N/A 07/02/1990 192 Invesco Intl Grwth2 -0.66% 2.07% 4.54% 21.44% 11.20% 1.03% 10.05% N/A 04/07/1992 075 Janus Overseas2,3 -1.17% 2.30% 2.12% 17.86% -1.96% -5.35% 11.22% N/A 05/02/1994 295 Oppenheimer Intl Gr2 -0.57% 3.22% 7.90% 30.06% 14.86% 2.92% 11.99% N/A 03/25/1996 Small Cap 1072 Columbia SC Core" 6.16% 8.00% 15.08% 29.71% 14.59% 7.32% 9.88% N/A 12/14/1992 82 Htfd Sml Company HLS4 4.89% 10.60% 18.84% 29.08% 16.81% 5.71% 11.16% N/A 08/09/1996 870 Inv SC Value4 6.37% 8.30% 20.48% 40.65% 17.47% 10.13% 12.52% N/A 06/21/1999 271 Invesco SC Growth' 3.42% 6.22% 15.43% 28.73% 17.83% 7.58% 9.81% N/A 10/18/1995 058 Mgrs AMG Skyline SEP' 4.55% 9.76% 20.09% 40.06% 18.52% 10.98% 10.93% N/A 02/09/1993 Mid Cap 099 Frkln SmMd Cap Grwth4,5 3.60% 7.48% 16.06% 23.15% 15.05% 6.03% 8.76% N/A 02/14/1992 103 Htfd MidCap HLS5 3.55% 9.69% 19.20% 32.00% 15.67% 5.98% 11.04% N/A 07/14/1997 071 Janus Enterprise5,3 2.95% 5.61% 12.54% 25.27% 17.92% 5.34% 11.34% N/A 09/01/1992 1012 Nuveen Mid Cap Inds 2.23% 7.58% 16.40% 29.11% 16.83% 7.23% 10.48% N/A 11/04/1999 1051 Victory Est Values 2.09% 5.71% 15.40% 24.94% 14.93% 7.18% 11.38% N/A 08/16/1983 1110 City of Palo Alto Statement of Account riiMFINaANscsMIALuGtune Page 6 of 9 April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 PERFORMANCE INVESTMENT CHOICES FOR PERIOD ENDING MAY 31, 2013 Average Total Return Annual Total Return* Since Inception Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. Incept. Date Large Cap 085 AmCent Equity Income 0.69% 6.03% 12.00% 22.98% 14.00% 6.13% 7.71% N/A 08/01/1994 066 AmCent Inc&Growth 2.34% 9.69% 17.40% 28.58% 16.74% 4.98% 7.07% N/A 12/17/1990 057 AmCent Value 3.05% 8.65% 17.01% 30.93% 15.75% 6.60% 7.81% N/A 09/01/1993 11 AmCentury Ultra 2.96% 7.16% 12.10% 20.38% 15.88% 5.01% 6.11% N/A 11/02/1981 026 FA Growth Opps 4.08% 11.65% 16.59% 25.86% 19.84% 3.66% 6.96% N/A 11/18/1987 012 Htfd Cap App HLS 4.60% 11.03% 18.66% 34.40% 14.30% 2.99% 10.71% N/A 04/02/1984 29 Htfd Div&Grwth HLS 2.45% 8.86% 16.23% 28.74% 15.96% 5.38% 8.79% N/A 03/08/1994 17 Htfd Index HLS 2.30% 8.11% 15.21% 26.86% 16.51% 5.14% 7.24% N/A 05/01/1987 14 Htfd Stock HLS 1.28% 8.51% 16.21% 25.68% 15.46% 5.22% 7.00% N/A 08/31/1977 052 Janus Twenty' 2.22% 7.48% 9.72% 20.41% 12.00% 0.41% 9.94% N/A 04/30/1 115 MA Inv Grwth Stck 1.88% 5.85% 12.79% 25.11% 16.95% 6.70% 7.32% N/A 01/02/ 845 MFS Core Equity 2.95% 7.79% 15.69% 28.24% 16.45% 5.88% 8.23% N/A 01/02/1 Asset Allocation/Balanced 19 Htfd Bal HLS 1.78% 6.72% 11.34% 20.85% 12.53% 5.64% 6.32% N/A 03/31/1983 079 Janus Balanced' 0.74% 5.10% 9.15% 18.13% 11.17% 6.86% 8.05% N/A 09/01/1992 877 TRP Ret Income -0.36% 1.96% 4.12% 11.47% 8.20% 4.77% 5.96% N/A 10/31/2003 873 TRP Retirement 2020 0.31% 3.86% 7.48% 19.00% 11.93% 4.70% 7.73% N/A 09/30/2002 874 TRP Retirement 2030 0.79% 4.85% 9.20% 22.44% 13.14% 4.53% 8.17% N/A 09/30/2002 875 TRP Retirement 2040 1.11% 5.40% 10.17% 24.25% 13.65% 4.59% 8.20% N/A 09/30/2002 876 TRP Retirement 2050 1.13% 5.32% 10.20% 24.17% 13.67% 4.57% N/A 4.20% 12/29/2006 Bond 18 Htfd TotRet Bond HLS -1.96% -0.59% -0.43% 3.85% 5.84% 5.46% 4.55% N/A 08/31/1977 902 Htfd US Gov Sec HLS -1.40% -0.92% -0.84% 0.25% 2.76% 2.81% 2.51% N/A 03/24/1987 881 MFS Govt Securities -1.73% -1.00% -1.38% -0.77% 2.95% 4.69% 3.95% N/A 07/25/1984 536 Oppen Intntl Bond2 -3.31% -1.65% -1.64% 7.34% 6.30% 4.70% 8.11% N/A 06/15/1995 300 PIMCO Total Return -2.18% -0.77% -0.56% 4.01% 5.78% 7.20% 5.79% N/A 05/11/1987 59 Putnam HY Advantages -0.47% 2.15% 3.84% 13.80% 11.00% 9.12% 8.97% N/A 03/25/1986 Stable Value/Money Market 22 Htfd Money Mkt HLS' 0.00% 0.00% 0.00% 0.00% 0.00% 0.19% 1.59% N/A 06/30/1980 General(Declared Rate)Account Information: 2nd 0 2013: 4.00% 1st Q 2013: 4.00% The Declared Rate set forth above is credited through the close of the calendar year on contributions received during the designated calendar quarter. For contributions received prior to January 1, 2013,the Declared Rate is 4.00%. Rates quoted are effective annual yields. • City of Palo Alto Statement of Account , MassMutual FINANCIAL GROUP` April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 PERFORMANCE BENCHMARK INDICES FOR PERIOD ENDING MAY 31, 2013 Total Return Average Annual Total Return Month 3 Mo. YTD 1 Yr. 3 Yr. 5 Yr. 10 Yr. S&P 500 Index' 2.34% 8.22% 15.37% 27.28% 16.87% 5.43% 7.58% BarCap Gov/Corp Indx2 -1.92% -0.66% -0.88% 1.19% 5.13% 5.69% 4.58% NASDAQ' 3.82% 9.36% 14.45% 22.23% 15.26% 6.50% 8.03% Market indices have been provided for comparison purposes only. The indices represented are not illustrative of the performance of any investment option offered through these retirement programs. These indices are unmanaged and are not available for direct investment. 1 S&P is an index which measures broad-based changes in stock market conditions based on the average performance of 500 widely held common stocks. • 2 The Barclays Capital Government/Corporate Bond Index,an unmanaged list of U.S.Treasury/Agency and investment grade corporate debt securities, is used as a general measure of performance of fixed income securities. 3 NASDAQ is a computerized system that provides brokers and dealers with price quotations for securities traded over the counter as well as for many NYSE listed securities. III City of Palo Alto Statement of Account 11:: MassMutu Page 8of9 FINANCIAL GB April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 New and Noteworthy It is important thatyou notifyus ifyou changeyour address.Ifyour mail is returned to us or weget direction from P your employer that your address is out of date,we are likely to suspend future mailings until an updated address is obtained.In addition,we may rely on a third party, including the US Postal Service and commercial locator services to update your current address. Unless preempted by federal law,failure to give us a current address may result in payments due and payable on your participant account being considered abandoned property under state law,and remitted to the applicable state. Hearing Impaired Assistance MassMutual Retirement Services offers a TDD line, 1-800-338-4152, whereby hearing-impaired participants may call from their TDD units to access account information and communicate with a customer service representative. Manage your account online! Our interactive retirement planning website, retire.hartfordlife.com,allows you to manage your - retirement account anytime,anywhere. Log in today to: ' View your statement of account(and/or previous statements)and individual account information • Get information how to read your statement of account • Check investment option performance history • Change your investment elections/transfer assets between investment options ' View your Disbursement information for a rolling 27 month period • Access interactive retirement planning calculators, educational articles and other resources to help you prepare for a • more secure retirement Visit retire.hartfordlife.com today. 2013 Holiday Schedule The New York Stock Exchange will observe the following holidays this year: =_ Tuesday January 1, 2013 New Year's Day Monday January 21, 2013 Martin Luther King,Jr. Day* Monday February 18,2013 Washington's Birthday/President's Day* Friday March 29, 2013 Good Friday* Monday May 27,2013 Memorial Day Thursday July 4, 2013 Independence Day** Monday September 2,2013 Labor Day Thursday November 28,2013 Thanksgiving Day** Wednesday December 25,2013 Christmas Day** *Service Center Representatives will be available on these days from 8:00 AM to 4:30 PM (Eastern Time). **The NYSE Trading Floor will close early on Wednesday,July 3, 2013; Friday, November 29,2013; and Tuesday, December 24,2013. The hours of operations for the Retirement Plans Contact Center will be from 8:00 AM to 4:30 PM(Eastern Time)on the following days: May 24, 2013 July 3, 2013 August 30,2013 November 27,2013 • November 29,2013 December 24, 2013 - We are pleased to provide you with this update on MassMutual's acquisition of The Hartford's Retirement Plans Group. City of Palo Alto Statement of Account , MassMutual FINANCIAL GROUP' April 1, 2013 - June 13, 2013 Participant Name: BARBARA C ADAMS Group Number:0020007 New and Noteworthy Increasingly you will see MassMutual branding and messaging in your communications including statements, websites, and ongoing communication and education materials going forward. Please visit www.massmutual.com/serve to check out the brand new educational website available to you. It features a host of articles, seminars and tools to assist you in your retirement planning and to help you reach your goals. For now, you may continue to access your account through the same website you use today, but we recommend that you switch to this new site and bookmark it for easy access to your account. For more information or to ask questions, call 800-528-9009. If you'd like to learn more about MassMutual, visit www.massmutual.com or find MassMutual on Facebook,Twitter, Linkedln, YouTube and Google+. MassMutual Retirement Services(MMRS)is a division of Massachusetts Mutual Life Insurance Company (MassMutual)and affiliates. • Effective January 1,2013,Massachusetts Mutual Life Insurance Company("MassMutual")acquired The Hartford's Retirement Plans Group("RPG")business. MassMutual has no affiliation,and the RPG business no longer has any affiliation,with The Hartford Financial Services Group,Inc.or any of its subsidiaries.MassMutual has been appointed by Hartford Life Insurance Company("HLIC")to provide all administrative services necessary to support the insurance contracts issued by HLIC in connection with the RPG business. ID • 1.1 FASCORE July 16,2015 Ms. Elizabeth A. Neville Town Clerk Town of Southold P.O. Box 1179 Southold, NY 11971-0959 Re: RFP for 457 Deferred Compensation Services Dear Ms. Neville: The FASCore, LLC,team appreciates the opportunity to provide retirement solutions for the services outlined in the Request for Proposal for the Town of Southold. As the market leader in services to Governmental 457(b) plans, FASCore is uniquely qualified to meet the needs • of Public Plan Sponsors.Our dedicated Government Markets team will partner with the Town of Southold to build a customized strategy that is tailored specifically for you. Our proven process is focused on creating lifetime sustainable income utilizing: • A personalized approach to each individual based on his or her unique situation. • Showing the impact of decisions made today on potential future income in retirement. • Measuring potential success based on the only metric that matters: replacing income in retirement. • Providing results that are both measureable and repeatable, a powerful gauge of your employees' retirement readiness. Everything we do for our government clients and their employees is centered on a data driven, multimedia experience designed to drive better participant outcomes. Through our commitment to new ideas and fresh thinking,we are making a difference that's recognized by our current and prospective clients. Enclosed you will find our response.Your employees deserve the best product and service and as we have indicated in our answers, we offered our most flexible investment options with access to 14,000 mutual funds and the excellent Stable Value Fund from Putnam Funds. To help your plan participants make good decisions about their retirement,we will support you with four days of enrollment meetings on site in year one and two each successive year. The fee for our products and recordkeeping service is .20%. I hope the information provided gives you a strong sense of the breadth and depth of our capabilities, service, and commitment to the Public defined contribution market. • Brent Neese 8525 E.Orchard Road direct:303.737.3297 Senior Vice President Greenwood Village,CO 80111 cell:978.407.9000 Government Markets email:brent.neese@empower-retirement.com Insurance products offered by Great-West Life&Annuity Insurance Company,Greenwood Village,CO,except in New York where they are offered by Great-West Life&Annuity Insurance Company of New York,Home Office:White Plains,NY. FASCORE • RFCORDKEEFING Our principal contact for oral presentation and negotiations regarding this Request for Proposal is Mr. Tern Miller, Regional Sales Director. He can be reached via email at tem.miller@empower-retirement.com or by phone at (678)471-9348. The proposal complies with all requirements of the Regulations and the Model Plan. Sincerely, Brent Neese Senior Vice President Government Markets • FS Equities,Inc.,a Great-West Financial®Company. FASCore,LLC,refers to products and services provided by Great-West Life&Annuity Insurance Company;Great-West Life&Annuity Insurance Company of New York,White Plains,New York;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,Great- West Life&Annuity Insurance Company of New York. The trademarks,logos,service marks,and design elements used are owned by Great-West Life&Annuity Insurance Company. • Brent Neese 8525 E.Orchard Road direct:303.737.3297 Senior Vice President Greenwood Village,CO 80111 cell:978.407.9000 Government Markets email:brent.neese@empower-retirement.com Insurance products offered by Great-West Life&Annuity Insurance Company,Greenwood Village,CO,except in New York where they are offered by Great-West Life&Annuity Insurance Company of New York,Home Office:White Plains,NY. Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Insurance Comments Section I: Contractual Requirements 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. Rules and Regulations of the New York State Deferred Compensation Board PART9002: ESTABLISHMENT OF PLAN 9002.2 Documents to be filed. (a) Each local employer adopting the model plan or another plan shall file, prior to the acceptance of any deferrals under such plan, with the president for acknowledgment: (5) evidence that bonds and insurance have been secured pursuant to the provisions of this Subtitle;and PART 9005:AUDITING, BONDING AND INSURANCE 9005.4 Bonding and insurance. (a) Each person appointed in accordance with this Subtitle or outside agent which handles, holds, invests, maintains custody of or directs disbursement of funds or serves as a trustee shall be bonded with a customary or usual bond, obtained from an organization duly authorized and licensed to provide such bond in the State of New York, to protect against any loss resulting from fraud or dishonesty by such person or the employees,officers and agents thereof. (b) The amount of the bond shall not be less than the lesser of: • (1) 100 percent of the amount under the plan managed or administered or held by such person; or (2) $25 million; provided, however,that the board or deferred compensation committee,as applicable, may, in its discretion, require a bond in a greater amount if the board or deferred compensation committee determines that such greater amount is necessary or advisable to adequately protect the plan from any loss resulting from fraud or dishonesty by such person. The cost of any such bond for a trustee who is a member of the board or deferred compensation committee shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. Please note that the bond is not specific to any one client and the bond applies to all"property" FASCore, LLC, owns, holds, or is legally liable. (c) Each trustee, independent consultant,administrative service agency and financial organization appointed in accordance with this Subtitle shall provide appropriate evidence of adequate insurance, and the cost of any such insurance for a trustee who is a member of the board or deferred compensation committee,as applicable,shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. If any subcontractors are engaged by FASCore specifically for the provision of services to the Town of Southold, subcontractors' insurance coverages may or may not comply with the Township's minimum insurance requirements. FASCore agrees that it retains responsibility for performance of all services herein, including components performed by subcontractors. • 1 • Town of Southold Request for Proposal Section 457 Deferred Compensation Plan SOLUTION FOR RECORDKEEPING AND ADMINISTRATIVE SERVICES • FA S CORE. RECORDKEEPING . July 2015 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Table of Contents Table of Contents 2 • EXHIBITS 3 Section I—Contractual Requirements 4 Section II—Trustee Services 8 Section III—Administrative Service Agency 1 Financial Organization 10 Section IV—Services 16 Section V—Investments 46 Section VI—Conversion Services 52 DISCLOSURES 56 • • • 2 1 \ . ( u R f Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • EXHIBITS Section 1: Investment Exhibits A. Exhibit A—Investment Details B. Exhibit B—Fee Details C. Fund Performance Review D. Fund Fact Sheets o AllianzGl NFJ Small-Cap Value Admin o American Funds Europacific Growth R4 o BlackRock Health Sciences Opps Instl o Fidelity(R) Contrafund(R) o Goldman Sachs Mid Cap Value Instl o Hartford Small Company HLS IB o Invesco Diversified Dividend Y o Ivy Science&Technology I o Janus Balanced I o Janus Enterprise T o Metropolitan West Total Return Bond I o MFS®Government Securities R4 o MFS®International Value R4 o MFS®Utilities R4 o Oppenheimer Global Y o Putnam High Yield Advantage Y So T. Rowe Price Retirement 2010 o T. Rowe Price Retirement 2020 o T. Rowe Price Retirement 2030 o T. Rowe Price Retirement 2040 o T. Rowe Price Retirement 2050 o Vanguard 500 Index Admiral o Vanguard Mid Cap Index Adm o Vanguard Small Cap Index Adm o Vanguard Total Bond Market Index Adm E. Great-West Alliance List(provided on CD) F. Putnam Stable Value Fund Flier G. TD Ameritrade Fees H. Charles Schwab Fees Section 2:Wells Fargo Exhibits A. Custodial Agreement B. Trust Agreement S 11111 3 I \ , t n li Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section I — Contractual Requirements • Specifications of the Regulations 1. Section 9000.2(b)(4)-As a Financial Organization authorized to do business(provide investment products)in New York State,you agree that your firm is one of the following: (a)a Registered Investment Advisor,(b)a Bank or(c)an Insurance Company qualified under the laws of more than one state. Agree.As a subsidiary Great-West Life&Annuity Insurance Company(GWL&A), an insurance company, FASCore, LLC is authorized to do business in New York State. If you are an Insurance Company acting through a subsidiary in New York State,then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company)is qualified to do business under the laws of more than one state. Agree.As a subsidiary Great-West Life&Annuity Insurance Company(GWL&A), an insurance company, FASCore, LLC is qualified and authorized to do business under the laws of more than one state, 2. Section 9001.2(b)-We have appointed a deferred compensation committee to act on our behalf and you agree to interface with this committee.Additionally,we may decide to be the grantor of our own trust, then you also agree to interface with the trust and trustee: all funding contracts,of whatever nature,will be"issued to, owned and retained by the trustee". Agree. 3. Section 9001.4(a)through (d)-You agree to abide by all four(4)provisions. Agree. 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. Agree. 5. Section 9002.2(a)(6)-You will acknowledge in writing that you will act as a fiduciary under Section 457(g)of the Code and under State and common trust law principles with respect to all trusteeship, administrative, or investment matters for which you assume responsibility.Additionally,you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. FASCore is not a plan fiduciary and will not be exercising any discretionary control or authority over the plan or plan assets. FASCore will provide assistance to plan fiduciaries in meeting their fiduciary responsibilities. Depending upon which products and services the Plan Sponsor chooses, we will provide assistance to a Plan Sponsor and/or plan fiduciary in developing a written Investment Policy Statement, meeting certain aspects of ERISA section 404(c),and complying with ERISA's reporting and disclosure requirements. As trustee,Wells Fargo would have the fiduciary responsibility for ensuring that assets are not diverted to the employer or the creditors of the participants(except where applicable under law).Wells Fargo also ensures that the plan assets are used to provide retirement benefits to the participants. The Town would enter into a separate contractual agreement with Wells Fargo for these services. If an Investment Manager,as defined under ERISA, • is appointed to manage the assets of the plan,Wells Fargo may take instructions from the Investment Manager with respect to the investment of plan assets. In addition, under ERISA,Wells Fargo, even as a directed trustee 11111 4 I \ S ( ( 1( 1 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan has a duty not to follow instructions that are contrary to ERISA and is obligated to take action with respect to 11 another fiduciaries breach of its duty if Wells Fargo is aware that such breach has occurred. 6. Section 9003.3(a)-Your proposal shall be in writing and contain a representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees, indirect fees and charges. Agree. 7. Section 9003.5(a)-All contracts and/or agreements shall be in writing,shall be awarded on the basis of a competitive bid, and shall not exceed five(5)years in duration, and shall impose no penalties or surrender charges for the transfer of any asset(s)or responsibilities on expiration of the contract or agreement. Agree. 8. Section 9003.5(c)-You will not permit any other Trustee,Administrative Service Agency, Financial Organization, independent consultant or person to provide services in respect to the Model Plan we have adopted. Agree. The Plan Sponsor hereby agrees that FASCore, LLC may assign any interest in this Agreement to and will utilize the services of any affiliate within its parent company, Great-West Life&Annuity Insurance Company ("Parent Company")to perform any services of this Agreement. FASCore, LLC may perform any of the services described in this Agreement through agents, vendors, suppliers and/or subcontractors selected by FASCore, LLC. FASCore, LLC's retention of any such party will not, however, constitute an assignment of any of • FASCore, LLC rights or relieve FASCore, LLC of its obligations hereunder. 9. Section 9003.7-You will not permit an investment of any amount, in any annuity contract providing for a term which could exceed five(5)years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. FASCore, LLC is not a plan fiduciary and will not be exercising any discretionary control or authority over the plan or plan assets. FASCore, LLC will provide assistance to plan fiduciaries in meeting their fiduciary responsibilities. Depending upon which products and services the Plan Sponsor chooses,we will provide assistance to a Plan Sponsor and/or plan fiduciary in developing a written Investment Policy Statement, meeting certain aspects of ERISA section 404(c), and complying with ERISA's reporting and disclosure requirements. 10. Section 9004.1 -All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. Agree. Participant and plan data is owned by the Plan Sponsor. FASCore, LLC manages this data on behalf of the client, and we do not sell or otherwise provide this information to other entities. The exception is when a third party provides contracted services to FASCore, LLC. In these cases, we disclose the relationship to the Plan Sponsor and take responsibility for the security and privacy of the data. 11. Section 9005.3-Statements to participants will be provided at least quarterly, even in situations where no contributions are being made but funds are on deposit.You also agree to provide,at least annually, an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. • Agree. ill 5 1 t . «,k l Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. • Agree. 13. Section 9006.2-You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof. Agree. • • • 6 I \ ' c URI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan 411 Specifications of the Model Plan 1. Section 3.2(a)-The Model Plan requires a minimum deferral amount to be$260 for any plan year.Your proposal will state this minimum requirement wherever requested. Agree. 2. Section 4.1 -You acknowledge that the amounts of compensation deferred by the participants will be invested,according to the participant's investment directions, no later than two(2)business days following receipt thereof, in the appropriate investment funds. Agree. • • 7 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section II — Trustee Services • Requested Information A. The name of your firm, address, name of primary contact person and telephone number. Wells Fargo Bank, N.A. (Wells Fargo),will provide the custodial services and is independent of FasCore, LLC. We have been collaborating with Wells Fargo for trustee/custodial services since 1999. FASCore®, LLC 8515 East Orchard Road Greenwood Village, CO 80111-5002 Tem Miller Regional Sales Director, Eastern Region Direct: (678)471-9348 tem.miller@empower-retirement.com B. Whether your firm has provided trust services to any New York State municipality for their Code Section 457(b)deferred compensation plan. List names of all such municipalities. We provide trust and custody services for six New York State municipal retirement fund clients. Our privacy policy does not allow us to disclose client names. C. Description of trust services you would provide acting as a Financial Organization rendering only trust services. Please specify all fees,expenses,charges and costs for the trustee services. Please provide • disclosure of any compensation structure. Wells Fargo will provide the following services to the Town of Southold (the Town): • Open and maintain a custody account in the Town's name and hold all cash and securities initially deposited, plus any additional cash and securities received in a business day for the account. • Settle security transactions for the account with brokers or other parties in accordance with our direction. • Issue trade advice to us regarding the specific guidelines of purchases,sales, receipts, and deliveries of employer stock. • Responsible for the collection of all investment income relating to the assets in the account. • Present for payment all maturing securities or any securities called for redemption and collect proceeds accordingly. • Deliver cash or securities as directed in writing by our company. • Deliver to the Plan Sponsor,for voting purposes, proxy materials for securities held in the account. • Deliver class action materials used for filing to the Plan Sponsor for securities held in the account. • Hold title to the assets of the trust fund. • Invest the assets of the trust fund and make transfers among investment vehicles, as directed by the Town. • Employ agents(non-Wells Fargo employees)and delegate non-discretionary duties as appropriate, as well as rely upon the information provided by the agents. • Issue proxies to vote as directed by the Plan Sponsor. • Make,execute, acknowledge,and deliver any and all documents of transfer necessary to carry-out the custodianship duties. • 8 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • • As directed by the Plan Sponsor, hold non-invested cash funds as necessary to meet the anticipated cash requirements of the plan. • Institute, prosecute, maintain,or defend any proceeding at law concerning the trust fund or the assets. • Retain any funds or property that is subject to any dispute without the liability for the payment of interest,as well as decline to make payment, until final adjudication is made in court. The cost of this service is typically$2,500; however, trustee services are included in the overall cost of the proposal. D. If you are selected as the Financial Organization acting as our trustee and desire to additionally respond to performing the duties of an Administrative Service Agency,as described in Sections 9000.2(b)(1)and 9002.1(b)(4)of the Regulations, please indicate your intention here. FASCore intends to bid as the Financial Organization and Administrative Service Agency. If you respond affirmatively,then it will be necessary for you to complete the questions in Sections III and IV addressed to the Administrative Service Agency bidder. However, in addition to stating your intention to bid, it is requested that you indicate here the effect this will have on any fees, expenses, charges and costs as distinguished from those previously stated in this Section. Our cost proposal assumes FASCore will be acting as the Financial Organization and Administrative Service Agency. E. The trustee will also be requested to acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section • 9002.2(a)(6)and 9003.6 of the Regulations. As trustee, Wells Fargo Bank, would have the fiduciary responsibility for ensuring that assets are not diverted to the employer or the creditors of the participants (except where applicable under law). Wells Fargo also ensures that the plan assets are used to provide retirement benefits to the participants. If an Investment Manager, as defined under ERISA, is appointed to manage the assets of the plan, Wells Fargo may take instructions from the Investment Manager with respect to the investment of plan assets. In addition, under ERISA, Wells Fargo, even as a directed trustee has a duty not to follow instructions that are contrary to ERISA and is obligated to take action with respect to another fiduciaries breach of its duty if Wells Fargo is aware that such breach has occurred. F. Referring to Section 9005.4 of the Regulations,describe the type of bond and its limits that you will be furnishing. Include"cost disclosure" if it is your intention for us to satisfy any part of this obligation. All of our employees are bonded and are covered under our standard financial institutional bond in the amount of $10 million with deductibles of$1 million corporate and $5 million agents.The bond is provided by Federal Insurance Company and the policy expires on June 1,2016. G. Do you intend to supply us with a sample trust agreement for our consideration? If so,do you attest that this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b)of the Regulations and Section 457(g)of the Code. Sample Wells Fargo Custodial and Trust Agreements are included in Section 2. We attest that this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b)of the Regulations and Section 457(g)of the Code. 1111111 9 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section III —Administrative Service Agency I Financial Organization • Company Background A. The name of your firm, home office address, New York State address(if any),and the name(including title), address and phone number of your primary contact person whom we may contact about your proposal. Home Office FASCore®, LLC 8515 East Orchard Road Greenwood Village, CO 80111-5002 New York Office 50 Main Street, 9th Floor White Plains, NY 10606 Primary Contact Information Tem Miller Regional Sales Director, Eastern Region 8515 East Orchard Road Greenwood Village, CO 80111-5002 Direct: (678)471-9348 B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b)deferred compensation plans for state and local government employers. In New 111 York State such plans first materialized in 1985, include your specific experience in similar plans in New York since that time. FASCore, LLC, is a wholly owned subsidiary of Great-West Financial®. Great-West Financial refers to products and services provided by Great-West Life&Annuity Insurance Company of New York(GWL&A of NY). GWL&A is an indirect,wholly owned subsidiary of Great-West Lifeco, Inc., a holding company,which is owned by the Power Corporation of Canada. Our history in the public deferred compensation business actually predates the creation of IRC Section 457 in 1978, since we had administered some government plans with Private Letter Rulings prior to that date. In addition,we have been in the defined benefit market since the early 1970s. Through Empower RetirementlM,the retirement services business of Great-West Financial,we provide comprehensive retirement savings products and services for public,corporate,and non-profit employers. Headquartered in Greenwood Village, Colorado, and with offices around the country, Empower Retirement offers solutions in plan design,enrollment services,communication materials,and investment options to help Plan Sponsors improve participation. Our solutions also address the different investment behaviors of participants at each stage of the retirement planning process to help them reach their retirement income goals.Additionally, by utilizing investment tools offered by Advised Assets Group, LLC(MG), a subsidiary of GWL&A and a federally registered investment advisor,we provide investment management and advisory services to defined contribution Plan Sponsors and participants. Participant advisory services include online investment guidance, online investment advice,and managed accounts. • 11111 10 � . c {)I I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan We are the second-largest recordkeepert in terms of total participants and a leading provider of employer- sponsored retirement savings plans servicing more than 33,000 Plan Sponsors nationwide,with approximately 7.4 million participants, and more than$433 billion in assets. Our company currently provides recordkeeping services for the New York City Deferred Compensation 457 Plan, and has done so since 1994. Recordkeeping and communication services were provided to the New York Metropolitan Transit Authority 457 Plan from July 2003 through October 2008. As of March 31, 2015,we currently provide recordkeeping and administrative services to 18§457 plans in New York with plan assets of approximately$13.6 billion and more than 440,600 participants. C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for? How many of these plans are New York plans? As of March 31, 2015,we provided 457(b) recordkeeping services for 1,349 plans,totaling approximately$67.3 billion in assets while representing more than 1.3 million participants. Of these plans, 18 are in the state of New York. D. In the past three(3)years has any public employee Code Section 457(b)deferred compensation plan/program, regardless of geographic location,terminated your(parent,subsidiary or affiliate) services either through the competitive bid process or for cause? If so, by whom and under what circumstances? As most public defined compensation plans provide for a schedule of regular bidding every three to five years, • we have had a few situations in which either we elected not to bid for the renewal of a contract or were not selected to continue service.We have not lost any clients for cause. Our client loss statistics for our government market are summarized in the table below. Year Clients Lost 2014 7 2013 7 2012 1 • f Spectrem Group.Ranking inclusive of all Empower Retirement recordkeeping business as of 8/31/14.The Great-West Financial total includes participants acquired through the JP Morgan acquisition,and now ranks#2. 11111 11 11 , l I t I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan E. List ten (10)client Code Section 457(b)deferred compensation plan references for which your organization provides services and/or investment products similar to those requested in this proposal. It would be preferable if five(5)of the references could represent different size clients(based on assets) from New York State, if possible. Please include contact person name,title, address and telephone number, number of participants and approximate size of plan assets and the number of years you have been providing services.Spreadsheet format preferred. Our organization proposes its products to Plan Sponsors on a continuous basis and will be glad to provide the remaining seven business references if selected as a finalist. Due to the frequency of our proposal activity and as a courtesy to our business partners,we have provided three business references below. Reference#1 Client name: Uniformed Fire Officers Association Contact name&title: Mike Donovan, Plan Administrator Contact number: (212)376-8400 E-mail address: mdonovan@ufoa.org 225 Broadway Address: Suite 411 New York, NY 10007 401(a) Plan July 2001 Plan type(s)and inception date(s): 401(k) Plan July 2001 As of March 31, 2015 401(a) Plan Assets $200.7 million • Total plan size/total participants: 401(a) Plan Participants 4,273 401(k) Plan Assets $2.2 million 401(k) Plan Participants 33 Reference#2 Client name: New York City Contact name&title: Georgette Gestely, Director of Pre-Tax Benefits and Citywide Programs Contact number: (212) 306-7321 _ E-mail address: ggestely@oir.nyc.gov 40 Rector Street Address: 3rd Floor New York, NY 10006 457 Plan January 1994 Plan type(s)and inception date(s): 401(k) Plan December 2001 As of March 31, 2015 457 Plan Assets $13.4 billion Total plan size/total participants: r1(a) Plan Participants 123,375 401(k) Plan Assets $1.6 billion 401(k) Plan Participants 34,051 • 12 I \ � c ult I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • Reference#3 Client name: Doctors Council Contact name&title: Dan Donnellan, Fund Administrator Contact number: (212) 532-5995 ext. 7 E-mail address: DDonnellan@doctorscouncil.com 50 Broadway Address: Suite 1101 New York, NY 10004 401(a) Plan January2001 Plan type(s)and inception date(s): 401(a) Plan 2 January 2001 As of March 31,2015 401(a) Plan Assets $43.5 million Total plan size/total participants: 401(a) Plan Participants 1,230 401(a) Plan 2 Assets $2.9 million 401(a) Plan 2 Participants 316 F. What professional liability coverages are maintained by your company for errors and omissions or any other act? Our organization maintains an errors and omissions insurance policy(also known as a professional liability policy)for administration, marketing, recordkeeping,and data processing services for defined contribution and • defined benefit plans. This policy also covers investment advisory services provided solely to government- sponsored defined contribution plans and investment advisory services provided to hospital, non-profit, education, and corporate clients who require this coverage. The policy has limits of$10 million per claim and $10 million aggregate, with a$5 million retention. This insurance is provided by XL Specialty Insurance Company. G. Financial Organization's should provide appropriate"ratings"from the following:A.M. Best, Standard& Poor's, Moody's,and Fitch(formerly Duff&Phelps). Has your rating in any of these agencies fallen below"A-" in the last three(3)years. If yes,give complete details. If,as a Financial Organization,you have no ratings by any of these agencies, please explain. The following chart displays our previous three-year financial rating histories for Fitch Ratings, Moody's, Standard &Poor's Rating Service,and A.M. Best. Our ratings have not fallen below"A-"in the last three years. Fitch Ratings Moody's S&P A.M. Best 2014 AA Aa3 AA A+ 2013 AA Aa3 AA A+ 2012 AA Aa3 AA A+ These ratings are for Great-West Life&Annuity Insurance Company and Great-West Life&Annuity Insurance Company of New York. These ratings are current and subject to change. They do not pertain to the investment performance of the underlying funds. I • 13 iv . C <>U Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan H. Provide any additional information that would distinguish your firm. • Our organization is ranked as the largest recordkeeper in terms of total 457 recordkeeping assets as measured by 9 9 P p9 the PLANSPONSOR®magazine 2014 Recordkeeping Survey.As a leading provider of employer-sponsored retirement plans,we have several areas that distinguish us from the other major competitors, including: • We provide recordkeeping, administration, or investment services to 22 state plans and the Government of Guam. • Of the nearly 7.4 million total participants that are recordkept on our system, more than 2 million are attributable to governmental plans. • We provide services to some of the largest cities and counties in America, including the City of New York, the City of Los Angeles,the County of Los Angeles, and the City of Houston. • We are a pioneer of the open-architecture platform,which permits our governmental Plan Sponsors to select investment options from the universe of available options rather than a small list of proprietary funds. • We designed, built, and operate our own recordkeeping system. Many other vendors lease their systems. • Our company has won numerous awards for effective plan marketing and communication services in the public sector. • We pioneered the creation of investment advice and managed account services in the public sector and continue to be innovative in the areas of automatic enrollment. • Lifetime Funds represent the next generation of target date funds. These funds offer three distinct glide path choices, a lifetime investing approach,expert consultation from Ibbotson Associates, and an open architecture approach with active and passive investment management. • We have the strength,experience, and stability our clients expect from a business partner and offer competitive services, including: • Superior Recordkeeping: The proprietary design of our recordkeeping system enables us to integrate our interactive voice response system,our Plan Sponsor and participant websites, and call center. The result is immediate accessibility to real-time information for the Town and its participants. • Extensive Legal Assistance and Case Management Expertise: We have guided our clients through various legal code modifications and provide this crucial service through a combination of our internal legal staff and the expertise of outside counsel. • Future Growth Ability:We work with each client to deliver any new or different services necessary for the plan to reach the goals established by the plan. • Open Architecture: The Town will have the option to select from investment vehicles offered through our company's alliance of funds, which provides greater flexibility and a higher degree of portfolio customization. • 14 i \ ' ( () I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • • Retirement Readiness Solutions: Our Retirement Readiness Solutions takes the catchall category of retirement readiness and makes it meaningful and relevant. Two powerful tools,the Retirement Income Control Panel and the Retirement Readiness Report Card,frame this comprehensive solution to help Plan Sponsors align the right products and services with different participant investment behavior types. Both tools are provided by Advised Assets Group, LLC(MG). Retirement Income Control Panel The Retirement Income Control Panel,available through the participant website, provides for a more extensive and personalized retirement income projection to help participants identify or analyze their retirement savings gaps. Participants' monthly income projection is based on their contributions, balance, retirement age, and portfolio allocation. Retirement Readiness Report Card MG has developed a valuable consultative reporting package available to Plan Sponsors as part of the Reality Investing®Advisory Services product offering.The Retirement Readiness Report Card (Report Card) is designed to create Plan Sponsor awareness of participant retirement readiness by measuring,tracking, and reporting period-to-period metrics around the retirement readiness of the participants in their plan. The Report Card will provide Plan Sponsors with quarterly data and metrics in order to assist them in analyzing the retirement plan's"financial health"and create actionable steps to help improve the retirement readiness of their participants. • Communication and Education Services: Our consultative approach with the Plan Sponsor ensures that the culture, budget,and communication goals of the plan are brought together in a comprehensive communication strategy that is reviewed quarterly and updated annually. • With our full array of benefits,approach to communication and service,and technology,we are well equipped to take care of the retirement needs of the Town employees. • 15 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section IV— Services • Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers, if utilized. Communication Strategy Our communication philosophy is driven by a behavioral finance approach that is inherent in all the collateral we produce and design to cater to the unique saving and investing personality of each participant. By providing information that is tailored to the audience's specific needs, we not only provide more value, but also increase the chance for employees to achieve a successful retirement outcome. With information that is designed for them, employees gain the added confidence of being retirement-ready in accordance with their individual retirement goals. The four communication phases we engage as part of our overarching philosophy are as follows: Phase 1:Confidence and Trust Whether we are adding a new plan or a new participant,one of our top priorities is gaining the trust and confidence of those we serve.When it comes to an individual's own money, people are more likely to scrutinize and question any particular retirement savings plan. Following are some strategies to reinforce a plan's strength and stability: • Key plan facts • Fund diversity • Number of participants • Case studies • Total assets managed • Testimonials _ Phase 2:Education and Awareness Once a trusting relationship is built,we help make employees aware of their plan's features and educate them on the importance of saving for retirement. While most people know that they will need a source of income when they retire, it may not be something they think about on a regular basis. To address that,we deliver educational materials that include the following to keep retirement planning at the forefront • Third-party validation • Healthcare expenses • Various educational seminars • Retirement statistics • Projected future costs • Tax implications Phase 3:Behavioral Change Having gained their trust and educated our audience on the need to save for retirement,we help position people to make desired behavioral changes through creative, action-driven campaigns. Depending on the goal, we deliver specific campaigns tailored to those and other important topics. Following are some of the delivery _- channels we employ to achieve this goal: • Targeted direct email • Promotional posters • Targeted email • Open enrollment events _ • Website • 1111 16 N. it I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Phase 4:Measurement • It is critical for our clients to be able to easily determine if our campaigns are successful. Everything we do must be able to be measured in some way. Whether it is hits on a website, responses to a direct email, or actual enrollments,we need to be able to readily identify where we are succeeding and where results are not up to expectations so we can make changes. Measuring our effectiveness provides tangible evidence showing the difference we can make with our communication initiatives. Following are some strategies to achieve this goal: • Surveys • Enrollment increases • Responses • Asset growth • Web trends • Transfers in Laptop Computers All of our on-site representatives are equipped with a laptop computer and portable projection system.This allows them to access all of the tools and information available to Plan Sponsors and participants via our website, including participant accounts and Web-based financial planning applications. The following is a summary of the types of information available and the transactions that can be conducted by the representative via laptop: Information Available Via Laptop Transaction Capabilities Via Laptop • Plan/participant balances by fund • Enrollment transactions • Contribution and transaction history • Fund to fund transfers • Outstanding loan balances • Future investment election changes • Loan history • Deferral rate changes • • Loan modeling • Initiate loans • Withdrawal history • Initiate term distributions • Fund performance information • Paycheck comparison illustrations • Financial planning calculator • Reallocation tools 2. Briefly describe the types of marketing/promotional materials to be utilized. How will you work to develop a marketing program unique to our needs? Plan Sponsors receive enrollment materials designed to educate and attract employees with simple, direct messaging.All of our standard enrollment guides are customized with the Plan Sponsor's name and logo on the cover,customized plan highlights, and a welcome letter from the Plan Sponsor. The information within the enrollment kit is direct, yet educational. Through research, we have found that there is a balance between providing employees with too much information and just enough. Large enrollment guides can be intimidating and actually discourage participation in the plan because employees perceive retirement planning as too difficult or too time-consuming. By streamlining the information,we are more successful at communicating the importance of saving for retirement. Our materials are colorful and informative, using graphs, illustrations, and short quizzes. To supplement our enrollment materials, we offer a variety of educational materials, including a comprehensive education guide for those participants who wish to educate themselves in the many nuances of investments and • financial planning. We also provide worksheets and fliers that communicate specific messages,such as the importance of saving early or increasing salary deferral amounts. • 17 �� � Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan We recognize that Plan Sponsors need communication materials that will attract employees to enroll in their sponsored plans, as well as materials that educate and help employees meet their retirement goals. Our • comprehensive program meets the challenge by providing effective communication materials that satisfy the needs of the plan in the following areas: Transition Ongoing Communication • Seminars • Fliers • Transition Bulletin • Posters • Quarterly Newsletter Enrollment • Fund Change Communications • Enrollment Guide • Statement Narratives • Plan Highlights • Seminars • Enrollment Seminars • Pre-approved Campaigns 3. Do you provide communications to participants on a regular basis, if so, please describe? Yes. Participant Newsletter We provide participants with a quarterly newsletter that is delivered electronically in conjunction with the participant statement. The newsletter addresses such topics as the relationship between risk arid reward,types of investment options, and how to select investment options based upon individual financial goals. With the electronic delivery of the newsletters,the participant can take action on any educational recommendations and if the participant prefers a printed format,the"print friendly"option lets them print it out at their convenience. • The topics for the newsletters are generally determined six to 12 months in advance and are selected by an editorial committee.While much of the content is developed in advance,we allow for flexibility in an effort to include subject matter that may be timely and/or relevant as dictated by significant financial market events. Participant Statements On a quarterly basis,we will deliver a statement summarizing in-quarter activity to each participant. The statements are designed to include the following features: • Consolidated or unlinked format • Personal rate of return • Beneficiary designation by plan • Custom narrative • Insurance information • Plan logo • Pie chart graphs by fund or by asset class • Available investment options • Simple projected retirement income figure(calculates a monthly potential projected retirement income) In addition, our statement includes the beginning and ending balances,employee contributions, interest or change in value,graphical display of allocation of future contributions,transfer and surrenders for each of the funding options for the quarter,fees/charges(if applicable),withdrawals,and a graphical display of account balance by investment. If applicable, loan information is also provided on the statement. Participants receive statements by mail, or if they elect, via email notification which directs them to the S Statements and Message Center on the participant website. 11111 18 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • 4. Will these services and materials be prepared and distributed at your cost? Yes. 5. What educational materials will be provided to the Plan to maintain compliance? Our Plan Sponsors periodically receive Focus on 457, a leading technical newsletter for governmental defined contribution plans published by our company since 1987. This publication is designed to keep our Plan Sponsors apprised of legislative and regulatory changes impacting their plans.We also host webinars enabling our Plan Sponsors to participate in town hall meetings/seminars on important plan-related issues.Plan Sponsors view the webinar presentation on their computer screens and hear the presenter over the phone or through streaming audio on the Internet. Marilyn R.Collister, Senior Director, Legislative and Regulatory Affairs, is also available to conduct on-site fiduciary training seminars for the plan's retirement plan board or committee members and provide legislative and regulatory updates to plan fiduciaries and staff. Prior to releasing new communication materials or mailings, all materials are submitted to our compliance and legal departments for review.The standard turnaround time for reviewing these documents is 12 business days. Additionally, we monitor our programs and any changes to the regulations that may affect our clients' plans. Should a change be necessary,we will work closely with the Plan Sponsor to recommend and implement the required change with minimal impact to plan participants. Typically, there is no additional charge for legal support related to plan design, plan amendments, and other compliance-related activities. We have several methods for notifying Plan Sponsors and keeping them updated on regulatory and legislative • changes. On an as-needed basis, Plan Sponsors will receive electronic legislative alerts to keep them advised on legislative and regulatory developments that impact employer-sponsored retirement plans. The Town staff will also have access to a plan appropriate newsletter distributed via email, as well as messages posted on the plan- level website. We will also host Webinars or seminars held on the Internet. Plan Sponsors view the presentation on a screen while a moderator and presenter speak over the phone or through streaming audio on the Internet(if the Plan Sponsor's system has this capability). Timing varies depending on new legislation. Lastly, we will conduct Human Resource/Payroll Center meetings to update the Town benefits staff on any changes in legislation or policy. These meetings are conducted on an annual basis, or more frequently, if warranted. 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location. How often are these type sessions proposed? Indicate the use and capabilities of laptop computers, if used. The Relationship Manager will work closely with the plan to outline a schedule of times and locations for initial enrollment meetings. We will reach agreement on the volume of meetings and sites, based on the population and location of employees. We partner with the plan on communications to ensure that the staff knows the dates and times when the enrollment meetings will be held.We also make sure that the schedule is structured, so that all shifts are accounted for and employees can easily attend a meeting before, during,or after work. In addition, we will provide resources for any hours of the day or night that make sense,to provide optimal availability for . enrollment meeting attendance. • 19 c i, i c I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Our fee quote includes four days of on-site education meetings in year one and two days of on-site meetings annually. However,we will try to fulfill as many meetings as needed for the Town. 411 Additionally, we have the ability to provide conference calls and webinars to meet the communication needs of participants and Plan Sponsors.Webinars can be offered in English and Spanish. We provide the Town employees with education and planning meetings as described below. Group Meetings One of the most effective ways to communicate with employees is to conduct regularly scheduled meetings to orient new employees with the plan. By providing a foundation of knowledge relative to the program, group meetings make it more likely that employees will fully understand and take advantage of the benefit provided by the plan. Meetings generally last 30 to 45 minutes and cover the following topics: • The rules applicable to the plan • The key provisions of the plan's program • The investment options and advisory services, if available • Education tools and illustrations • How to determine affordability concerning plan participation, if applicable • Discussion of plan services such as the voice response system, Internet usage, retirement planning, and investment seminars • Instructions on how to sign up for the plan Education Seminars Our education program is designed to be delivered in a classroom environment and supplemented with interactive educational services and tools on our website.The following table provides a listing of the • available seminars. Enroll • Enrollment • Rollover • Transition Financial Education • Budgeting • Retirement Planning:An Action Plan for Women • Retirement Planning:An Action Plan for Baby • Understanding Your Distribution Options Boomers • Tax Benefits • Retirement Planning:An Action Plan for the • Knowledge is Retirement Power Next Generation • Market Volatility • Retirement Plannin• for Generation X Grow My Savings • Increase Contributions Learn to Invest • Basic Investment Education • Steps to Building an Investment Strategy • O•tions for Investin• • Advanced Investment Education Investment Products • Reality Investing°Advisory Services • Great-West Lifetime Funds • Self-Directed Brokera•e Retiree Outreach • Retirement Distribution Options • Protecting Your Retirement Savings • Pre•arin. for Retirement • Retirement Income Control Panel • Retirement Income Control Panel Guide ill 20 i " ( 011 I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan SOnline Education Tools We offer two different types of online education—eLearning and the Virtual Classroom. The eLearning seminars are online versions of what an employee would experience if they attended a face-to-face seminar given by one of our education representatives. This benefit allows employees to seek out the education they want proactively and at their convenience by being available via the website 24 hours a day, seven days a week.We can track the number of participants who select the eLearning seminars. The Virtual Classroom delivers multi-media courses via the Internet. This financial retirement preparedness guidance tool enables employees to input their pension information, savings plan balances and holdings, and evaluate their potential performance against optimized portfolios. Employees will also be able to evaluate probabilities of success in reaching their income replacement goals using their current savings levels and investment elections, along with pension projections. Laptop Computers As previously discussed, all of our on-site representatives are equipped with a laptop computer and portable projection system. This allows them to access all of the tools and information available to Plan Sponsors and participants via our website, including participant accounts and Web-based financial planning applications. The following is a summary of the types of information available and the transactions that can be conducted by the representative via laptop: Information Available Via Laptop Transaction Capabilities Via Laptop • Plan/participant balances by fund • Enrollment transactions S • Contribution and transaction history • Fund to fund transfers • Outstanding loan balances • Future investment election changes • Loan history • Deferral rate changes • Loan modeling • Initiate loans • Withdrawal history • Initiate term distributions • Fund performance information • Paycheck comparison illustrations • Financial planning calculator • Reallocation tools 7. Please describe, in detail, your one-on-one counseling sessions.Your response should emphasize how you plan to satisfy"the individual one-on-one on demand availability" of your enrollment specialist especially at times and locations convenient to our employees. For participants who prefer to have one-on-one meetings, individual counseling sessions can be scheduled with a local representative. Participants can use these sessions to address topics such as: • The difference between before-tax and after-tax savings • How the retirement plan works • A paycheck illustration that shows the effect of participating in the program on the employee's check • The maximum that can be contributed to the plan • The investment options available through the plan • Determining the most advantageous participation level • Assisting the employee in understanding his or her investment strategy options and how to choose • among them • 21 i � . < R Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Empower offers employee communication and education on two levels, in group meetings and individual meetings for people who want someone to meet them alone.We will use a simple sign-up sheet for those1110 individuals during the group meetings. Participants can schedule an individual meeting by contacting a representative in advance via email or telephone. 8. What educational services are provided for retirees? Our retiree services model is available exclusively through our organization. It represents a proactive, multifaceted approach to distribution education with the primary objective of promoting sound investment decisions based on what is right for the retiree.The retiree experience is focused on direct contact through multiple media such as print,electronic, in person,or on the phone.We also want to hear directly from retirees about what is important to them.We provide a forum for retirees so that participants learn about their options, and in turn,they keep us in tune with their needs.We believe that by offering a sounding board for our participants,we can be sure that we are providing the products and services that will best address their immediate needs.An overview of some of the avenues utilized to facilitate this exchange of information is presented below. Dedicated Retiree Call Center We offer a dedicated retiree call center, Distribution Education Services channel,to serve as an extension of our local Retirement Plan Counselors. Located in Andover, Massachusetts,this service channel proactively communicates with participants either before,or at retirement, depending on the detail of data provided by the Plan Sponsor. Our Distribution Education Services channel is also an inbound call center that focuses on the needs of the retiree. Our representatives educate retirees on the features and benefits of each available option. Our goal is to help retirees make informed decisions. Since the program's deployment,we have seen a 50 percent decrease in outgoing rollovers for participants who initially planned to leave their plans. On-site Retiree Education 4111 Our local Retirement Plan Counselors function as an extension of the Town's total retirement program. Our representatives will work closely with the Plan Sponsor to provide an integrated communication and education plan, including the program's deferred compensation 457 plan. It is not uncommon for us to host joint seminars with our individual state clients,our local service team members, and representatives from the Social Security Administration. Understanding the total retirement benefit is paramount to the success of each participant.With clear information,the more we can help retirees with the decision process. Our Retirement Plan Counselors offer both individual and group setting presentations that include topics such as: • A discussion of one-time contributions of accumulated leave • Distribution options(full, partial, periodic payments, annuities,combination,etc.) • Beneficiary check and review of investment options • Rollover options(a time to build credibility and increase asset retention) • An overview of what happens to their account in the event of their death • Tax implications of disbursements • Required Minimum Distributions(RMDs), (or interest-only payments), if applicable • Completion of forms • 22 1 \ c ( It I Town of Southold Request for Proposal J Section 457 Deferred Compensation Plan Some individuals request a full distribution without a counseling session. In these instances, it is handled with • one of two methods: • If the balance is less than$10,000,the participant is mailed the form without speaking to a Retirement Representative. • If the balance is greater than$10,000,the participant is put in contact with a Retirement representative before the distribution form is sent. This allows our representative the opportunity to explain to the participant the options and implications involved with a surrender or balance transfer.This method has resulted in the retention of many large account balances that might have otherwise have been lost by the plan. Retiree Crossroads Additionally,we have developed Retiree Crossroads,a retiree-specific website accessed through the participant website, which addresses financial topics along with the emotional issues that participants may face as they reach or enter retirement. The site is divided into the following sections: • Pre-retirement Planning EMPOWER • Retiree Money Matters R`"R`"""' nNuee crossroeas xome • Retirement Lifestyles • Planning Tools Fre Retirement Planning • Your Retiree Advocate Retiree Money Matters II Retirement Lifestyles Within each section are sub-topics. Some of , 1111 1111 the topics covered include: Pla"ningT°nla n r Retiree aa:°ata ® Retiree Crossroads • Setting goals for retirement Whether you are preparing for retirement or have already • Choosing when to retire embarked on your journey this site is for you • Taking advantage of catch-up a o Retlren,,en,Fle n�°seer r r contributions • How distributions work • Tax planning in retirement • Health and fitness tt " '"e"erh • Inflation in retirement • Investment risk in retirement • Technology for an easier life Retiree Crossroads features interactive graphic illustrations and quick tips and reinforces the idea that retirement planning does not end with retirement. Retiree Advocate Program The Retiree Advocate Program was developed several years ago with Mr. Ron Nichols as our first Retiree Advocate. Mr. Nichols is a 40-year veteran of the financial services and retirement plan business.As a retiree and veteran of the public sector pension business, he is keenly focused on the needs of public sector retirees and public sector employees nearing retirement.The primary purpose of the Retiree Advocate is to receive and organize input from plan participants and retirees with respect to the services, products, and features our company and the plan currently provide and those services,products,and features that we should provide to better serve retirees and those participants nearing retirement. • • 23 1 It I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan A custom email domain(retireeadvocate@empower-retirement.com)and phone number(800-878-6723) is used for the Retiree Advocate to receive comments and feedback from retirees on issues that are important to them. • Mr. Nichols tours the country conducting seminars focused on retiree issues. He takes a holistic approach to retirement, breaking it into five distinct phases: • Phase I: Pre-retirement planning for what retirement will entail • Phase II: Retirement o The"honeymoon" path;feeling and acting like one is on vacation indefinitely = • Phase III: Disenchantment o A person may miss the feelings of productivity they experienced when working or feel discontent with a move or undesirable event • Phase IV: Reorientation o A time to"take inventory"of the retirement experience • Phase V: Mastering a comfortable and rewarding retirement routine. Mr. Nichols weaves his own personal experiences into his seminars and shares his own pitfalls and triumphs leading into retirement and beyond. The seminar's goal is to help the audience think about the emotional side of retirement, leaming from his experience in an atmosphere that is both entertaining and educational. In many cases,we have established trust and built relationships with our clients' participants that extend over a 15-year period. These participants have witnessed that we have continued to enhance our products and services in direct response to their needs.We find that our clients' participants appreciate that not only have we been there to help them get to retirement but that we will be there to help them get through retirement.This is the kind of partnership that the Town and its participants can expect. Spend-Down Advice ; Our research indicates that most retirees rolled assets out of their retirement plans because their plans did not offer the tools to help them withdraw those assets.We, however, recognize that participant strategies do not end at retirement.As a result,we created our Spend-Down Advice solution to provide tools to help participants in retirement. The Spend-Down Advice feature takes into consideration all of the participant's income sources and illustrates how long their savings will last during retirement. Spend-Down Advice also determines how much sustainable income a participant can spend throughout their retirement years based on his or her wealth,their spouse's wealth, and their respective retirement time horizons. 9. Describe your approach to asset allocation and diversification. Participants have access to the following tools and resources that provide information on asset diversification: • Diversification is included as a component in some of the education seminars offered, including: Investment Fundamentals, Building an Investment Strategy, Options for Investing, and Making Sense of Market Volatility. Seminars are offered on-site in a classroom environment,with some also accessible through an Internet link. • Within the planning tools on the participant website,we offer an asset allocation analysis. Based on inputs and desired outcomes from the participant,this planner provides a suggested asset allocation strategy. • For participants utilizing the Reality Investing®Advisory Services,appropriate diversification is a component of the services available. • 24 \ . < <, iiI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • 10. How do you follow-up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date Your comments on the one-on-one availability of your enrollment specialists for this function are important. Empower offers employee communication and education on two levels, in group meetings and individual meetings for people who want someone to meet them alone.We will use a simple sign-up sheet for those individuals during the group meetings. Participants will have the opportunity to contact us to schedule an individual counseling session.We do not contact participants directly unless requested by the Town. For people hired after the group meetings,we offer to meet them at one of the on-site meetings during the year. We can coordinate with human resources about the actual entry dates for these people so as not to miss that important date. If they miss the dates offered, participants may enroll via the participant website. Lastly,we would like to discuss our capabilities with automatic enrollment and how that might help new employees get enrolled in a timely fashion. There are many advantages of automatic enrollment and we can share this information with you during the finalist presentation. 11. Briefly describe your continuing education program, if any. As previously discussed,we provide the Town employees with group meetings, education seminars, and online education on an ongoing basis. 12. Do you attest that these Enrollment Services are provided only by a properly licensed representative: licensed to meet both Federal and New York State requirements? • Yes. When new employees join our company, we enroll them in a training program that provides each employee with basic education regarding the financial services industry, pension legislation, investment options, distribution rules, and other information related to the defined contribution field. In addition to obtaining the FINRA Series 6 and 63 registrations and applicable state life/variable annuity licenses, all of our representatives participate in a 16-week hourly teleconference/Webinar training program. Each week a new subject matter expert focuses on a specific area of the financial service industry. Topics include: securities compliance, Internal Revenue Code such as 401(a)/(k),403(b),and 457,fixed and variable products, proprietary software, plan service operations, financial calculator applications, mutual funds, client website, and marketing communication. The representatives are also enrolled in the Chartered Retirement Planning Counselors"^program that is sponsored by the College for Financial Planning.This program consists of 11 modules that each take approximately one week to complete. Some of the topics covered in the modules include: • The Retirement Planning Process&Meeting Financial Objectives • Sources of Retirement Income • Retirement Plan Distribution • Asset Management&Investment Strategy During Retirement The representative's assigned mentor/coach will also review material covered during the previous week,and provides ongoing direction and insight into the business. The final step of the initial training program culminates with a three-day training session at our home office. The topics covered during the training session include presentation techniques, communication and adult learning, • sales and marketing, and application of industry-related quality services. • 25 i � . � „ Ri Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Administrative Services • A. Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? Yes. Our Retirement Representatives answer calls from Plan Sponsors,third party administrators, brokers, and other individuals affiliated with the plan. These experienced representatives have access to a variety of systems to provide immediate information to resolve our customers'questions and concerns. Representatives are divided into teams based on lines of business.To best use our capacity, we will have backup representatives to assist the client should volume dictate. Plan Sponsors have access to the plan services phone number,which provides a direct line to the plan call center. Representatives for the client can also use this line as a resource for participant-level issues. Plan Sponsors may also contact their Account Managers regarding plan-level issues as needed. 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? Volume submitter and prototype plan documents are not available for the governmental market; however, we can provide a sample plan document, an adoption agreement, and any plan document amendments that may be required due to changes in applicable laws and regulations, prior to the date required. We can provide assistance with the design and preparation of plan documents.We can provide amendments driven by legislation to the plan document. Employer-generated amendments are done for a fee,as long as the amendments would not jeopardize the eligible status of the plan document.We41) traditionally do not file IRS submissions. If we agreed to assist in the process, it would require an additional hourly fee plus any fees charged by the IRS. 3. Does your company provide loans to participants? Yes. The Town can outsource the loan approval and administration process to our organization. By doing so,the Plan Sponsor is only responsible for determining the plan rules regarding loans such as whether spousal consent is required or if multiple loans are allowed. 4. Do you offer a loan feature?If yes, please describe. Yes. Information regarding our loan initiation, administration, and processing services is presented below. Loan Initiation Participants initiate a loan by submitting a paperless request through our voice response system, participant website,or by submitting a paper request form. For plans requiring spousal consent,the participant can initiate the loan online or through the voice response system, but is then instructed to print,sign, and submit the spousal consent form to complete the loan process. To ensure the loan is adequately secured,the maximum loan amount is the lesser of$50,000 or 50 percent of the participant's vested account balance. The loan principal and interest are paid in level installments that are due at least quarterly, as defined under the IRS guidelines. • 1111 26 � . t ,RI Town of Southold Request for Proposal Section 457 Deferred Compensation Plan Loan Processing • The loan request is processed and the check is sent directly to the participant's address of record within two business days from the date the properly completed loan application is received. Included with the check are the promissory note and the amortization schedule. By cashing the check,the participant agrees to the terms stated in the promissory note. Loan Modeling Loan modeling is available to participants through the voice response system, a Retirement Representative, or the participant website. Loan modeling allows a participant to use different combinations of loan amounts and terms to determine a loan payment. Loan Fees Participants are charged a loan origination fee for all new loans and an annual maintenance fee for the life of each loan. Participant loan fees are$50 per loan for origination and$25 a year(paid in quarterly installments),for loan maintenance.All loan fees are paid by the individual participant. Below we describe our loan repayment processing options. Loan Payments For active employees,the Plan Sponsor will make a decision on how loan payments are made. We accept loan payments for active participants by payroll deduction on any payroll frequency(but at least quarterly), via Automated Clearing House(ACH)deductions, or with a check and a loan coupon. The loan principal and interest are due in equal quarterly installments as defined under the IRS guidelines. Full Prepayments • Participants can pre-pay loans in full at any time by sending payment directly to our bank lockbox. The participant can obtain a loan payoff quote by accessing the participant website or by calling our client service department. The loan payoff quote is valid for 15 days. Upon receipt of the total amount due for loan payoff,the loan is paid and the Plan Sponsor is notified in their next loan feedback file to stop the payroll deductions. In addition, a loan paid-in-full letter is sent to both the participant and the Plan Sponsor. The documents are mailed within three days of receipt of payment. In the event that a payroll-remitted loan payment is received for the participant after the loan payoff quote is processed,the overage is refunded to the participant. If the payment received is not sufficient to pay off the loan, we will contact the participant and hold the money for the 15-day period. If we receive the difference within the 15-day period,we will pay off the loan with the combined total of the two payments. However, if we do not receive the additional funds, we will return the amount received with a letter of explanation. Partial Prepayments/Advanced Payments If the plan allows partial pre-payments/advanced payments toward the principal,the loan is re-amortized to shorten the term of the loan; however,the payment amount will not change and we will not allow a loan to be paid in advance by more than 180 days. Missed Payments When a participant does not make a scheduled payment according to the amortization schedule, a late loan repayment letter is mailed to the participants address of record. If the payment is not received after 30 days, a late loan repayment report is sent to the employer.After 60 days,a late loan repayment letter is sent to • the participant, and a copy is also sent to the employer. • 27 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Terminated Employees Upon severance of employment,the participant will need to make a decision as to how the loan will be paid. They may pay the loan in full or contact our company to request that the loan be offset. If the participant elects to continue to repay the loan after severance of employment,they must contact our company in order to re-amortize the loan to monthly repayment by coupon or ACH deductions. Multiple Loans We provide administration and tracking for multiple loans according to the rules of the plan. If the amount remitted is exactly the amount that is due for both loans, our system will split the payment correctly. Otherwise,we will input the loan number and amount manually. If the plan does not remit loan payments electronically,the Town is responsible for splitting the loan payments out separately for the multiple loans. 5. Will your company withhold, remit and report income taxes deducted from distributions? Does this service include the production and distribution all income tax reports to all the necessary parties as required by federal and state laws? Yes.We agree to provide all appropriate tax withholding and reporting for plan distributions. The recordkeeping system automatically calculates federal and state taxes. These amounts are withheld from the disbursement taxable amount, and tax payments are reconciled and remitted to the various tax entities throughout the year in accordance with IRS and other tax agency regulations. All tax reporting and withholding occurs under our organization's Employer Identification Number(EIN).We _- do not report or remit reportable transactions using the plan's EIN. In January,data for the prior year is accumulated from our recordkeeping system into a corporate tax system from which tax forms are produced and mailed. The participant receives notification of the withholding at the time of the withdrawal, and the appropriate Form 1099 is mailed in January to the address of record. 41111 6. Specify all reports which will be issued to us, our participants and governmental agencies. We provide a number of reports that will give the Town staff access to the information needed to obtain the maximum benefits from the plan. !- Plan Sponsor Reports Annual Plan Review This reporting package is customized for Plan Sponsors and can be used as the starting point for discussing the plan's overall performance and for planning the strategic objectives for enhancing participation, education, asset allocation, and retiree outreach.This report is a tailored package created for the plan and may include the following types of information: • Plan overview • Plan participation • Asset allocation and diversification • Participant activity • Strategic plan summary(if applicable to the plan) Fund Performance Review The Town will receive a Fund Performance Review on an annual basis. Using a process endorsed for soundness by Ibbotson Associates, an independent investment consulting organization,MG will provide the Plan Sponsor with an analysis of the performance and key characteristics of the investment options included under the plan. In addition,AAG coordinates and assists in the manager search when a new • investment option is needed as a replacement or new addition. • 28 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Employer Plan Summary Report • This end-period reconciliation summary outlines the following: • Beginning balance • Ending balance • Net contributions • Withdrawals • Transfers into investments • Transfers out of investments • Earnings • Interest(fixed return funds) • Expenses • Investment option summary • Summary of dollar activity • Summary of unit/share activity • Breakdown of activity by money type • Contribution history detail • Participant's account summary • Distributions detail • Refund activity • Loan summary(if applicable) • Breakdown of activity by contribution type • Annuities and periodic payments summary Online Reports Through the Plan Sponsor Website, the Town can generate a wide array of participant-level and plan- level reports. Reports can be generated at any time, 24 hours a day, seven days a week.The available reports include: Participant/Employee Data • Targeted participant data extract • Monthly plan activity • Participant website and voice response system • Participant vested percentage detail usage summary • • Participant statistics by age groupParticipant statement copy • Participant beneficiary detail • Participant data extract • Compliance data error/warning summary • Compliance census file • Participant QDIA notice—mailing service • Participant targeted message detail Contributions • Paycheck contribution rates by age group and • Contribution summary by investment option assets • Plan contribution summary by money source • Participant deposit detail Distributions and Loans • Participant disbursement detail • Participant hardship detail • Participant involuntary distribution listing • Participant loan detail • Plan disbursement summary • Automated report of annuity calculation Assets and Investments • Plan balance and transaction summary • Participant balance by money source • Asset summary by investment option • Participant balance detail • Summary of diversification by asset class and • Individual participant balance and transaction investment summary • Participant investment elections detail • Balance by age group and asset class • Individual participant financial transaction detail • Average participant balance by age group • Fund Performance Review • Investment activity extract • Fund Performance Review Package • Trade monitoring detail • Forfeiture/unallocated plan asset account detail 1111 29 \ . , is Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Customized Reports Less than 1 percent of our clients request customized reports,which is due in part to the reporting • capabilities of the Plan Sponsor Website. However, if the Town requires customized reports, we welcome the opportunity to discuss the specific needs,any associated fees, and timeframes for delivery. Retirement Readiness Report Card Our subsidiary company,Advised Assets Group, LLC(MG), has developed a valuable consultative reporting package available to Plan Sponsors as part of the Reality Investing®Advisory Services product offering. The Retirement Readiness Report Card(Report Card) is designed to create Plan Sponsor awareness of participant retirement readiness by measuring,tracking, and reporting period-to-period metrics around the retirement readiness of the participants in their plan. The Report Card will provide Plan Sponsors with quarterly data and metrics in order to •Likely, assist them in analyzing the P 70%0%, bFrobabihty of Success) ■ y retirement plan's"financial (5096-70%Probability of Success) health"and create actionable ▪Unlikely (<50%Probability of Success) steps to help improve the Based on your plan participants'current Based on all individual plan participants adopting the proposed approach retirement readiness of their savings and investment portfolio strategies as offered through the Advisory Services program,including changes participants.This will be with a Retirement Age and income to your plan participants'Savings Rate,Investment Portfolio Allocation, replacement goa'.. Retirement Age,and percentage of acceptable income replacement. achieved through: • Providing summary, detailed, and period-to-period trending analysis of the retirement readiness of a plan's participant population • Measuring the utilization of certain investment allocation assistance products • Providing objective information regarding Participant Advisory Services plan specific portfolios • Statistical analysis relating to the four pillars of participant retirement readiness: o Savings rate o Investment portfolio allocation o Retirement age o Percentage of income replacement Participant Reports Retirement Income Control Panel We have made retirement readiness a priority for participants. To give the term more meaning and relevance for the Town's participants,we created our retirement readiness solution—the Retirement Income Control Panel. The Retirement Income Control Panel, available through the participant website, provides for a more extensive and personalized retirement income projection to help participants identify or analyze their retirement savings gaps.The tool provides a personalized monthly retirement income estimate. 1111 • 30 f \ 5 «,t R Town of Southold Request for Proposal J Section 457 Deferred Compensation Plan • The Retirement Income Control Panel delivers the following benefits: • No participant input required—The amount is calculated using current participant data versus a static table with assumptions. • Personalized suggestions for improvement—Specific suggestions for paycheck contribution, asset allocation,and retirement age are provided so participants do not have to guess about actions to take. • One click to taking action—From a single screen, participants manage their account or access educational resources to help them make well-informed decisions about their saving and investing strategy. • Future withdrawal plan—The Retirement Income Control Panel suggests a withdrawal strategy for each year of the participant's retirement. • Connected to statements—To target participants who do not frequent the website,the projected monthly income at retirement will be displayed on the first page of the participant quarterly statements. The Retirement Income Control Panel is provided by MG. The information used by the Retirement Income Control Panel runs a complex Monte Carlo simulation based on a formula from Ibbotson Associates, Inc.,an independent financial expert and a subsidiary of Momingstar, Inc.The formula also uses other retirement income factors, such as Social Security, years in retirement, and historical market performance. The result is a more personalized calculation of projected retirement income when compared to other tools in the market that use static table assumptions and require participants to input their data. Participant Statements On a quarterly basis,we provide each participant a statement summarizing in-quarter activity. Participant statements are mailed or electronically delivered and are designed to include the following information: • • Participant name and address • Withdrawals • Employer specific messages • Investment performance summaries • Department code or employee number • Individual participant rates of return • Beneficiary name • Individual fees paid • Current contribution election(s) • Year-to-date contributions • Current investment election(s) • Display of vesting information • Activity by individual transaction • Plan name and logo • Asset allocation in percentage and • Transfers and surrenders for each of graph format the funding options • Activity summarized by type • Loan information(if applicable) • Fund rates of return • Interest or change in value • Beginning and ending balances • Simple projected retirement income figure Additionally, a simple projected retirement income figure displays on the first page of a participant's quarterly statement, and is calculated at each quarter-end. The simple projected retirement income calculates a monthly potential projected retirement income. By using this number, a participant can begin to effectively manage their retirement account strategies to reach his or her retirement savings goals. The calculation includes the retirement account balance and contributions to the account. The simple projected retirement income uses the following assumptions: • A retirement age of 67 • A pre-retirement annual growth rate of 6 percent • • A post-retirement annual growth rate of 4 percent • A mortality age of 92 • A 25 percent income tax factor • 31 } Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Governmental Agency Reports • 1099-R One hundred percent of all 1099-Rs are printed and mailed by January 31.Additionally, 1099-R data is subsequently filed with the Internal Revenue Service(IRS) under Empower Retirement's federal tax ID number by April 30 in accordance with current IRS regulations, including extensions on time to file. Federal and State Taxes Empower Retirement agrees to provide all appropriate tax withholding and reporting for plan distributions.The recordkeeping system automatically calculates federal and state taxes. These amounts are withheld from the disbursement taxable amount, and tax payments are reconciled and remitted to the various tax entities throughout the year in accordance with IRS and other tax agency regulations. All tax reporting and withholding occurs under Empower Retirement's Employer Identification Number (EIN).We do not report or remit reportable transactions using the plan's EIN. In January,data for the prior year is accumulated from our recordkeeping system into a corporate tax system from which tax forms are produced and mailed. The participant receives notification of the withholding at the time of the withdrawal, and the appropriate Form 1099 is mailed in January to the address of record. 7. The Committee anticipates plan expenses related to the administration of the Plan.Would you be willing to reimburse the Committee for these expenses and if so,to what level? Yes.We do have the capabilities to set up and recordkeep an Unallocated Plan Account(UPA)for the Town.With direction from the Town,we establish a UPA for the benefit of the plan. This account may receive monthly deposits of available revenues, as specified in the Service Agreement. We then pay plan- authorized expenses from the UPA on a one-time or recurring basis on behalf of the Town. 4111 B. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as"Voice Response Systems" or automated options. Include security features and voice options, if applicable. Below we illustrate the types of transactions or inquiries that participants can complete 24 hours a day, seven days a week. Participants have the option of speaking or using the touchtone keypad to navigate through the prompts, based on personal preference and privacy issues. Help information is available through our Retirement Representatives from 9 a.m.to 8 p.m. Eastern time, Monday through Friday, excluding market holidays. • • 32 1 . t taitl Town of Southold Request for Proposal J Section 457 Deferred Compensation Plan • GO AHEAD AND SAY III OUR SYSTEM IS VOICE-ACTIVATED! Account Balance Distributions Loans Details Speak with a Existing Loans Rebalance Representative New Loan Transfer Payoff Current Investments Current Values Paycheck More Options Agent Contributions Transfers Customer Service Hear Current Paycheck Future Investments Local Office Contributions Recent Activity. Fund Performance/Values Change PIN Main Menu Participants can transfer from the voice response system to a service representative at any time during business hours by saying"Representative"or pressing "0"on a touch-tone telephone. Participants are also given the option to transfer to a representative following the Main Menu. Participant commands are available throughout the call.Commands to reach a Retirement Representative include:"Agent,""Operator," • "Customer Service,"and "Customer Service Representative."These commands may be "Representative," made at any point during the call. Call center representatives are available during normal business hours, which are Monday through Friday, from 9 a.m.to 8 p.m. Eastern time, excluding financial market holidays. Additionally, our voice response system includes the Town's specific investment options, plan restrictions, and controls any associated investment option restrictions. Voice Response System Security Since all of our systems are integrated,our voice response system follows the same security authentication protocols to protect against unauthorized access. To preserve the integrity of sensitive information,each participant must enter his or her Social Security number and PIN to gain access to account information or to make any changes. If the PIN is not known, we offer Alternate Authentication Registration that will allow the option of providing five alternative personal data points without comprising security. The system maintains an audit trail, including the user responsible for the activity,for all account updates done via the voice response system. Confirmation statements are generated for all participant transactions. For transactions conducted via the voice response system,the participant is provided a confirmation number at the time of the transaction and a hard copy confirmation is mailed to the participant's address of record within two business days after the transaction date. In an effort to maintain a high level of data security, PINs are required to be a minimum of eight digits up to a maximum of 15 digits. • • 33 � . � �, 1< � Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Voice Options Our voice response system is speech enabled and utilizes the highest quality and current technology • available for speech recognition in the marketplace today. Some of the unique features of our voice response system include: • Intelligent Call Routing:Our voice response system is designed to anticipate the caller's needs based on their most recent account activity, if applicable. • Additional Self-Service Options:Automated transactions including statement requests are available through the voice response system. • Participant Commands:The voice response system is designed to recognize participant commands throughout the call.Global commands include: more information,check another plan,start over, main menu, agent, operator, representative, customer service, and customer service representative. • Alternative Authentication:The voice response system will allow the option of providing an alternative means of authentication without compromising security. Participants also have the option of speaking or using the touchtone keypad to navigate through the prompts, based on personal preference and privacy issues. 2. Can your customer service representatives assist non-English speaking participants? Yes. We have 28 call center representatives who speak a foreign language.We have 22 Spanish-speaking representatives, as well as individuals fluent in Mandarin(1), Portuguese and Spanish(1), Swahili(1), Korean (1), Serbian/Croatian(1)and Italian(1)working in our call center.We can also assist participants through our language line service provided by Voiance. Through the language line service,our Retirement Representative and the participant are placed in telephone conference with our translation service provider who will translate the conversation between the foreign language speaking participant and our Retirement 411 Representative. Our language line service has the capability to provide translation services in more than 200 different languages. 3. Describe your internet strategy.What features are currently available on your website?What services are you developing for the near future?What security safeguards are used? Our Participant Website is comprehensive, interactive,and easy-to-use.Through the use of tiles and icons, participants can readily identify the educational information and transactional features and functionality that are available. The following features are available through the website: 34 I � St URI _ Town of Southold Request for Proposal 1 Section 457 Deferred Compensation Plan • Consolidate Accounts Retirement Center Forms Help&Contact elk \01,41177 714k * 0 ' I;lo.e Other-ccountis-into this Great:"r est Lifetime-dcantage Frequentl,=sked Questions Plan IR-. Contact Lis Benefits of Recount Consolidation Advisory Services Retirement Income Control Loans&Withdrawals Financial Planning Tools Panel q".41:4> ...A.4.400,0. 4 Enroll in Managed.Accounts Current Projection Loan Request Parr_heci:Calculators Learn More a^out Reality Projection Details v'ithdraual Request Retirement Calculators Ingesting-''=dvisor services Improde Your Projection Loan Cost Calculator Planners -_seas advisor:Services .]More Options !*•,flare Options My Account Investments Transactions Account History Air , Y , i ,...., • -:.count OreraeoInvestment Options Transfer 1,1,Investments Rate of Return Statements.Documents& Investment Performance Change Future Investments Balance Oier Time Ititessages Investment Trends Change Pagr_heck:Contribution Transaction Histor•, f;tv Investments +:More Options + More Options Vit:Ilore Options Education My Profile 0 • 1 tlewsletters Personal Account Information Gron lir Savings, Gc Paperless Leain-•goutlnvestt% Benehciary *:I;lore Options Our website utilizes the highest level of security technologies available,and we will continue to update and improve the security of our website as new technologies become available. We have secured our database through the use of a security architecture represented by a specialized configuration of hardware and software.Accessing information from this environment requires passing through a highly secured firewall and series of filtering mechanisms. This environment protects our database from Internet security risks. As part of the filtering mechanisms, a passcode is required to obtain account information. Passcodes are generated for new participants at the time the application is added to our system. If a participant loses or • forgets his or her passcode,the participant can request and receive a new passcode through the website.A paper confirmation of the change is also mailed to the participant's address on record. • 35 I \ , t rift I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Our site uses non-persistent Internet cookies that are not written to disk.They are used to store session information, allowing participants to perform multiple operations without having to enter their passcode each • time a different function is selected. If the browser is configured to warn the participant when a cookie is being set, he or she does not need to accept any cookies; however,the participant will be prompted for his or her user identification and passcode,where applicable, each time another option is selected. Participants receive a confirmation number at the time of the transaction; however, rather than mailing a physical confirmation statement, we advise participants who conduct a transaction via the website,to print their confirmation page immediately after the transaction is completed in order to retain a copy for their records. Additional security parameters require that personal and plan information sent from our website is encrypted by using a security technology called Secured Socket Layers(SSL).This technology encrypts the information before transmitting,so only the person requesting the information is able to view it. Foundstone, a division of McAfee, also conducts annual security assessment and penetration tests. In addition, various security assessment tests are completed by Verizon/Cybertrust to assess both the external and internal security of our network and systems. Future Website Developments As the core of our participant website,the new Empower Participant Experience will utilize an employees' total plan balance and other factors to provide an estimated monthly retirement income goal. By starting with the end in mind,employees can see where they stand today, how far they have to go, and then take the recommended steps to pursue a successful income in retirement. We will be happy to discuss our future website developments during the finalist presentation. Below is a brief overview of the new enhancements planned for 2016. • Healthcare Cost Estimator. Healthcare expenses will be one of the most critical issues facing retirees y....,.,.,.. . ..�<..«.,.y... in the future.That is why itis important for your Vtl o'F rofifo ANS Wapiti . employees to understand their own personal situation and how it affects their retirement income. - Our Health Cost Estimator can assist employees 35 and older, by providing a personalized projection to help them increase savings and save you benefit • dollars. ..�.. .�..�..;.,......, 1. Shows projected health-care costs for year one 41 . of retirement and the percentage of income that `w, : . , . may go to health care in that year. �,..., 2. Shows health-care costs at different ages ,...„,.Odom to ow*„,.OHO ofyour clung. nu.,.a, during retirement. 4.4 -'-""-"- 3. Provides an easy way to take action to close the gap, including increasing contribution rates, postponing retirement, or changing an investment mix. The Health Cost Estimator also details health-care costs, including insurance premiums and out-of- pocket expenses, and allows employees to personalize health-care costs by selecting their own health conditions as well as the state in which they plan to retire. • 1111 36 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • Financial Well-being:Helping employees save more can reduce participants'stress and increase employee productivity through improved financial security. Our Financial Well-being tools make budgeting and planning simple.Through our Financial Well-Being program,employees have access to: 1. Robust financial wellness content and information. 2. A Personal Financial Management tool that aggregates financial accounts and helps with budgeting and planning. 3. A critical component of one's lifetime income,our Financial Well-Being offering is part of our unparalleled participant home page experience. L ❑ 1 Welcome Your Goal Calendar Challenges d RminmMf Jli a Your Monthly Flea Spending • Folders • Social Comparison: Behavioral economics is a powerful motivator to increase savings. The"How Do I Compare?"feature shows participants where they stand in progress toward their goal of income replacement,alongside peers and top savers within their demographic profile. wow do t Cawpere to other Swap*Mae mu ' • "How Do I Compare?"provides a comparison Ianpersonalized by age,salary, and gender. _ Employees see: 1. How they compare with peers and top savers. 2. The tradeoffs of increasing deferrals. 3. And, with two clicks, they can save more! : .. war 37 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • Anytime,Anywhere Access: Our enhancement roadmap reflects continuous improvement of our unique participant experience centered on lifetime income in retirement. Participants can access our critically acclaimed experience via Tablet and Smartphone today. Our experience is optimized for screen size and our strategy is"mobile friendly,web delivered"using responsive design techniques. Through our Participant Website, participants with mobile internet access,can view and change account information including deferral amounts and investment allocations,view investment options,education and planning features,and plan information and forms. ®' Responsive design allows employees to access the plan anytime and everywhere! 3. Please describe the settlement options available to each participant at retirement,voluntary termination and death. Please state your compliance to reflect the Board's continued prohibition on annuity distribution options(Section 9003.7 of the Regulations). • Retiring participants or those no longer employed by the Town must decide what to do with the assets in their retirement account. Depending on the plan rules,terminating and retiring participants have the following options: Lump-Sum Distribution Options Full Lump-Sum Distribution: If the participant chooses a full lump-sum distribution,the full vested value of the account is distributed.Any money not directly rolled over into a qualified account is taxable to the participant in the year the distribution is processed. Partial Lump-Sum Distribution: Participants may choose to receive a portion of their account balance as a distribution. Subsequent partial lump-sum payments will require the participant to complete a distribution form. Periodic Payment Options Periodic Payment of an Amount Certain:With this option, participants will designate the dollar amount that they wish to receive on a regular basis(monthly, quarterly, semiannually,or annually). Payments to the participant will continue until the account balance is zero. The number of payments will vary depending on the rate of return of the investments. • 38 I \ � c UItI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • Periodic Payment of a Period Certain:If the participant chooses this option, he or she will receive payments on a regular installment basis depending upon the frequency chosen. Payment amounts depend on the length of time the participant designates,the frequency, and the rate of return of the investments. The payment amount is calculated by dividing the current account balance by the number of remaining payments and is recalculated each time a distribution is processed. The balance of the account will be zero by the end of the selected term. Rollover Options Rollovers to Other Employer-Sponsored Plans:Participants may choose to roll over all or part of their account balance to another eligible 401(a),401(k),403(b),or governmental 457(b)plan,if the new plan accepts such rollovers. Rollover to Individual Retirement Accounts(IRA):Participants may choose to roll over all or part of their account balance to our IRA or to an IRA with a financial institution of their choice. Our IRA meets the safe harbor requirements for the default investment option,which is the Bancorp Bank Master Demand Account. Defer Distribution Option Terminated and retired participants can defer distribution and keep their funds invested in the plan(subject to the plan's de minimis provisions). If the participant chooses to defer distributions, the balance of the account will continue to accumulate tax deferred. Participants can continue to transfer balances among the various investment options available in the plan. Annuity Distributions We will comply with the Board regarding prohibition of annuity distribution options. • 4. In the event you are asked to administer our plan along side another provider(s), please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers. Describe in detail the forms, signatures and overall process that you require. Our intent in responding to this RFP is to be selected as the sole provider. If the intent of the Town is to add a provider alongside the current vendor, we would like to respectfully reserve the right to withdraw our proposal. • 1111 39 1 \ . ( URI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Recordkeeping System 1. Specify the basic recordkeeping system to be provided for our plan,with particular reference to the ability to receive,disburse,control and audit deductions, and to ensure timeliness,accuracy and confidentially of records and describe the software used. Our recordkeeping system is an internally developed client-server application that provides flexibility for Plan Sponsors of any size. This makes the system very adaptable to the changing needs within the industry. Our system has high availability and capacity. Through the versatility of our system,we are able to respond to the unique recordkeeping needs of our customers in a manner that is both cost-effective and progressive. Timeliness All of our systems are integrated and designed to work seamlessly together. Transactions that are processed on the website,the interactive voice response system,or via a representative flow directly into the recordkeeping system in real time to be processed and permanently documented for future reference.We document all participant-and plan-level inquiries, noting the details of what was accessed as well as capturing a time and date stamp. Representatives have real-time access to the recordkeeping system through our Web-based interface, CSAS,which is an integral part of our Client Relationship Management System, CIRRUS,and they can assist participants with inquiries related to both recent and historical transactions. Accuracy of Records Our recordkeeping system performs several levels of audits on each transaction that is processed. As part of the auditing process,our system disallows transactions specifically prohibited by the IRS or plan rules. Extensive reconciliation processes are conducted as a routine part of our operations, including: • Reconcile all bank accounts for all deposits received and applied. • • Reconcile all investment options to participant transactions and plan balances monthly. • Reconcile all tax reporting monthly,comparing IRS-remitted withholding to participant-reported withholding. • Procedural checkpoints that have been established to ensure plan and participant data accuracy are used to secure transactional integrity. Contribution and transaction status indicators are reported as they are received and processed. These additional audit control procedures and reconciliation functions are also performed: • Verification is produced for all participant information that is entered into the system. • All financial information(i.e., deferrals)sent by the employer is reconciled, and confirmation is sent to the employer confirming all deferrals allocated. • All telephone transactions are confirmed to the participant via a hard copy confirmation notice.Website transactions receive a confirmation number,and it is provided to participants upon completion of the transaction. • All contributions and transfers are confirmed on the employer report and participant statements. • Reconciliation is performed against each investment option based on daily participant transactions. Finally,we have an internal auditing staff dedicated to monitoring all activities on an ongoing basis. Each year, the operational departments review their control policies and procedures and make modifications as needed.We also utilize an external vendor, Deloitte &Touche, LLP, for annual SSAE 16 audit reviews to qualify our recordkeeping system. • 1111 40 t \ . t (} ItI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Security and Confidentiality • We handle security at several different layers: network, application, user,and data.All access to our recordkeeping system is protected by our external corporate firewall. In addition,we have installed either firewalls or routers between each layer of our applications as a method of ensuring only appropriate traffic and access.All firewalls and routers operate on the principle of denying access unless it matches a specific rule.All servers are hardened against attack, and we constantly monitor for and correct any identified operating system vulnerabilities. Our recordkeeping system architecture targets each application to a particular user community. Each application requires authentication with the appropriate User ID and passcode. Each application limits functionality to only what is allowed for a particular user group. We refine these restrictions further based on the specific User ID. Each user can be limited to a certain subset of transactions allowed by the application or can be limited to a certain subset of data for the allowed transactions. As a further measure to secure plan and participant information,we have deployed Check Point Full Disk Encryption software for all laptop computers utilized by our employees. Check Point encrypts the entire hard disk and provides boot-level password protection;thus, protecting the contents from unauthorized access in the event of theft. In addition,we have deployed security features for all email communications by the use of the Proofpoint software. Proofpoint allows our employees to send and receive secured email transmissions without compromising plan and participant privacy. System Platforms In selecting the hardware and software that is utilized by the system,we conducted a thorough due diligence and selected some of the most respected vendors in the marketplace. The following provides a brief summary of our system platforms: • Hardware Platform Software Platform • Client server architecture • Web:Apache running on Linux • Various UNIX servers • Application:Weblogic running on Linux • Primarily Oracle • Database: Oracle running on Solaris 2. Briefly describe data processing operations, including the media by which your company can receive payroll deduction information, and its security provisions. Include a statement about your disaster recovery plan and its site location. Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b)of the Regulations. Data Processing Operations We offer a suite of three contribution processing options that are available through the Plan Sponsor Website: Guided Payroll—is ideal for smaller companies that may have limited payroll administration resources and do not have a relationship with a national payroll provider. Guided Payroll allows a Plan Sponsor to add new employees and update existing employees while processing their contributions within the Plan Sponsor Website and without the use of a file.We validate against the rules of the plan and provide notification messages to the Plan Sponsor if we are missing any required information needed to support their plan features. Payroll Data Interchange(PD!)—offers a more robust option and is designed for large Plan Sponsors that have both the capability and capacity to produce their own payroll contribution file that can be remitted electronically. S • 41 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Payroll Bridge—is geared toward Plan Sponsors looking to minimize payroll contribution administration by having their established national payroll provider remit contributions directly to us. Payroll Bridge creates a • streamlined, seamless payroll interface solution, enabling us to work directly with a payroll vendor for the electronic transmission of indicative payroll information, including payroll contributions. For all options, remitting payroll contributions is easy.The Plan Sponsor Website is linked directly with the Plan Sponsor's bank account, which allows the contributions to be automatically transmitted by Automated Clearing House(ACH)at the end of the contribution process,as initiated by the client. Security Provisions Plan Sponsors who use our Plan Sponsor Website are only allowed access to their account. The system also allows limited access throughout the Plan Sponsor's organizational structure. For example,certain individuals may be authorized for inquiry only or to process any combination of transactions as specified by the Plan Sponsor,such as address changes or contribution changes. For security administration,the Plan Sponsor will identify a security administrator.Through the system,the security administrator will have access to the Security Administration website(SAW). SAW provides self-service security to the system. Through SAW, plans may provision their own IDs, resulting in greater control, accuracy, and overall security.There are three levels of access: • Full Access,which allows a plan to provision IDs from start to finish, as well as set up,terminate, reactivate and reset passwords • Search for IDs and reset password • ID search only SAW dramatically reduces the amount of time and paperwork required to set up an ID. With SAW, an ID may be • set up in less than a minute. Our recordkeeping system recognizes a plan and matches the appropriate messaging to be emailed to a specific user within the plan. '- Disaster Recovery and Alternate Data Center Our primary data center in Greenwood Village, Colorado(located in the Denver Tech Center), is a facility equipped with a fully(N+1) redundant Uninterruptible Power System (UPS), High Volume Air Conditioning (HVAC), and diesel generator power capability. The UPS is designed to filter power and protect from power spikes and blackouts. In the case of a short-term power loss, it is fitted with a battery backup system that allows the data center to function while dual diesel generators are brought online to take the power load.This configuration will enable the entire data center and workstations in our office environment to remain online during power outages, and this would continue to work during an extended power outage. Each of the diesel generators is capable of separately serving the power requirements of our primary data center. Our production environment was designed with redundancy in mind.All server equipment has redundant power supplies, CPUs, memory, disk, networks, and channel routing. In addition, if one production copy of the recordkeeping system were unavailable,the recordkeeping data and transactions processed against it can be moved to another production server. We have also designed our physical building facilities to support a production data center. Part of this design includes considering disaster situations and trying to minimize their impact.A key consideration was locating the center in the core of the building. There are also extensive environmental control circuits and alarm systems. Separate security areas with independent access card authorization and camera monitoring also contribute to the overall physical security. • 1111 42 \ ORI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Call Center Procedures • For electrical outages,the call center has functional phone lines even though we may not have computer access. Callers are assisted as much as possible without account data. For major telephone outages,the calls can be routed through other parts of the country to bypass a local outage. By doing this,the call center is able to continue to take calls with minimal disruption to services. In addition, our phone lines into the building were configured so that if one line is damaged or not functional,the calls can be routed to another line without disrupting service. Alternate Data Center Our alternate data center(ADC) is located in Andover, Massachusetts. The ADC is in a secured facility that is already operational with our staff.All database transaction activity is replicated to a copy of the production databases running at the ADC. This copy of production is seconds to minutes behind the primary production system at the primary data center. Business Continuity We have detailed written procedures to document our business continuity plan for resuming operations in the event of a disaster.As part of our Business Resumption Plan, personnel would be housed in a separate facility with connectivity to the ADC and telephone systems. During our disaster recovery tests,we actually use the business resumption facilities and perform recovery testing from that location. The Business Resumption Plan is updated after each of those tests. The main components of the plan include the following: • Distributed Systems Recovery Plan Hot Site • • Business Unit Recovery Facility • Data Center Backup Power Plan • Off-site Storage of System Files We execute the disaster recovery plan at least four times per year with both announced and unannounced test scenarios to ensure the effectiveness of our business continuity procedures.As part of our process, steps are taken to learn from each test and to make improvements as necessary. Subcontracting Requirements We provide all of the core recordkeeping, administrative functions, and employee education and communication services. Our company generally performs its duties under contracts with Plan Sponsors by utilizing our own resources and services. We rarely contract with outside vendors or subcontractors for services similar to those that are to be performed under a contract with the Town. To be clear, such subcontractors do not include the affiliates and third-party suppliers used by our company generally in its business to perform certain specific portions of the services(such as statement printing and mailing, address checks,and document storage). In the event our company engages subcontractors, we only do so after a rigorous selection and screening process. We are happy to provide the Town with reasonable information regarding such third-party suppliers, subject to confidentiality obligations, upon request,and to discuss with the Town any concerns the Town may have about a third party supplier. • 1111 43 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan 3. Indicate all interfacing: payroll deduction inputs, required certifications and any other transactions, specifying all direct and indirect costs. Specify how payroll deduction information is to be supplied. 0 Indicate ability to interface with internal data processing systems. All of our systems are integrated and designed to work seamlessly together.Transactions that are processed on the website,the interactive voice response system,or via a representative flow directly into the recordkeeping system in real time to be processed and permanently documented for future reference.We document all participant-and plan-level inquiries, noting the details of what was accessed as well as capturing a time and date stamp. Representatives have real-time access to the recordkeeping system through our Web-based interface, CSAS,which is an integral part of our Client Relationship Management System, CIRRUS, and they can assist participants with inquiries related to both recent and historical transactions. Payroll Deduction Information Various methods are available for data submission(i.e.,enrollment,census, payroll). Our preferred method for transmitting participant data files and payroll information is through our online administration system. Plan Sponsors can safely and securely upload data and accurately transmit the information directly to our recordkeeping system;offering the most efficient method for receiving plan information. The table below provides availability information regarding specific methods of data submission. Method Yes/No Website Yes(preferred method) Paper Yes Diskette Yes(certain circumstances) • Excel Yes* Tape No Electronic Data Transfer Yes *Excel file must be saved to a comma delimited format(.csv) Required Certifications Our Web-based account services utilize the latest security technologies available. The Plan Sponsor Website can be accessed with an Internet connection and Web browser. The system requirements for the website are as follows: Web Browsers Supported Our website supports the most recent version of the following browsers: • Microsoft Internet Explorer • Mozilla Firefox Note: Beta and release candidate software are not supported(this includes browsers and operating systems), if there is an issue with a beta version browser or operating system, please contact the manufacturer. Browser Encryption Our Web-based account services utilize industry standard security technologies. Users connecting to our website should have a compatible Web browser to take advantage of the security facilitated by 128-bit SSL Server Certificates. • III 44 1 \ , c Oit1 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Other Requirements • We recommend a set of minimum hardware requirements and system/monitor configuration to use this site effectively. This website was designed to be viewed at a screen resolution of 1024 x 768 pixels. For this site to function properly,JavaScript must be enabled. Recordkeeping System Interface We designed our internally developed recordkeeping system to maximize speed and flexibility through the use of relational database technology. Our unique combination of software, hardware, and client-server architecture gives us the ability to upgrade our hardware without making costly software changes as hardware capabilities increase. Our system is scalable with additional Oracle instances and supporting requisite infrastructure upgrades. We regularly run load tests against our environment to measure system capacity, and we can easily add more hardware to our Web architecture, if required. Our system does not require any code on the client desktop and is presented to Plan Sponsor employees and participants through a Web browser. We developed the user interface using Java,J2EE, and Oracle WebLogic. We also employ a Digital Marketing team responsible for measuring trends and technology changes for possible future system enhancements associated with our user interfaces. Additionally, we can accommodate most system changes through our data setup process. If code changes are required,we will incorporate them through our regularly scheduled system enhancement process,which occurs at least six times annually. • • 45 . ( „ izi Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section V— Investments • Fund Offerings 1. Describe fully the various attributes of each investment option your company has to offer. For each option include an Investment Options Summary sheet which includes the funds objective, portfolio statistics,asset allocation,top 10 holdings, and industry diversification. Almost any fund offered in the defined contribution market is available under our recordkeeping platform. Because we recognize that no single financial institution can provide the best-performing fund in every asset category, we have developed alliances with the industry's most widely recognized mutual fund companies to provide some of the best overall performing investment options in the market today. Our Alliance List of funds includes more than 14,000 investment options from 260 participating mutual fund companies. Our goal is to offer Plan Sponsors the ability to select investment options on a best-of-class basis. This approach also makes it easy to offer a variety of mutual fund investment options across the spectrum of asset classes to meet participants' investment needs. There are no constraints on the funds that can be used.Any additional fees would vary depending on the specific investments chosen. Our Alliance List of funds is included in Section 1, Exhibit E. The open architecture platform of our recordkeeping system eliminates the common industry requirement for proprietary funds as a prerequisite to using our recordkeeping services. Plan Sponsors can define the investment options for their plans using the universe of funds traded through National Securities Clearing Corporation(NSCC)and other investments,which may include some non-standard investment vehicles. • We have provided fund fact sheets in Section 1, Exhibit D,for the investment option summaries. We have provided a Fund Performance Review in Section 1, Exhibit C. 2. Describe fully your"fixed" investment option. Include a one-page summary including applicable rates for the current calendar year, asset composition,and rating methodology. Please see Putnam Stable Value Fund flier in Section 1, Exhibit F,for rates and composition of the proposed fixed investment option. 3. Does your company offer a self-directed brokerage window as a potential option? Please fully describe the services and fees associated with the administration of the brokerage accounts. Yes. We provide self-directed brokerage account(SDBA)services in partnership with TD Ameritrade, a division of TD Ameritrade, Inc., and through Charles Schwab&Co., Inc. (Schwab).We have maintained a working relationship with TD Ameritrade since 2005 and with Schwab since 2003. Below we have provided a brief summary of each SDBA provider. TD Ameritrade TD Ameritrade was founded in 1971 and offers brokerage services to participants in defined contribution retirement plans,such as 401(k),403(b), and 457 plans.Whether the participant is an experienced investor or just getting started,the TD Ameritrade Retirement Account makes it easy to invest online. Low,flat-rate commissions,top-notch trading tools, convenient account access, and a secure online trading experience are all part of the TD Ameritrade commitment to offer more to the self-directed individual investor. • • 46 � . < itl Town of Southold Request for Proposal 1 Section 457 Deferred Compensation Plan Participants will receive the following benefits with the TD Ameritrade Retirement Account: • • More choice and control of their retirement plan • The ability to place trades via the Internet, by voice response telephone system, or through a registered broker • Market research and investor education tools, including financial calculators • Free real-time stock quotes • Specialized client services and quality trade execution from TD Ameritrade • Investment information from the TD Ameritrade Education Center to help the participant make informed investment decisions The fee for the TD Ameritrade self-directed brokerage option is$50 annually per plan per user and is assessed only to those participants who utilize the service. Transaction fees apply through TD Ameritrade. We have provided the TD Ameritrade fee spreadsheet in Section 1, Exhibit G. Schwab Schwab has been servicing individual investors since it was first incorporated in 1973 by providing brokerage and related investment services.The Schwab Personal Choice Retirement Account®(PCRA)is a brokerage account that gives participants the freedom to choose among thousands of investment options available through Schwab. PCRA gives the participant the flexibility to buy and sell investments by trading online at Schwab.com or by using the touch-tone and voice recognition phone services. Participants will receive the following benefits with PCRA: • • Online services:With the support of independent research reports, advanced investment screening tools, and market commentary from well-known industry experts, participants will be able to research,trade and monitor their SDBA investments. • Investment selection tool: With customizable screening tools and Schwab's pre-screened lists of stocks and mutual funds, participants can get investing ideas and narrow their search to the investments that meet specific criteria. • Investment workshops: Participants can gain a better understanding of investing concepts and retirement planning strategies,or learn about the resources available to them on Schwab.com,by joining an online or in-person workshop. • Professional management: Participants can use their own personal investment advisor to manage their SDBA. An annual fee of$50 per plan per user and is assessed on a quarterly basis only to those participants who utilize the service. Transaction fees apply through Charles Schwab. We have provided the Schwab fee spreadsheet in Section 1, Exhibit H. 4. Illustrate in spreadsheet format provided, (see Exhibit A)the"variable"values for each equity type investment. Please give annualized returns for`year-to-date', 'one year', `three year', 'five year' `ten year' and `since inception'values. We have provided Exhibit A in Section 1, Exhibit A. • 11111 47 \ • c i I( I Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan 5. Illustrate in spreadsheet format provided, (see Exhibit B)all charges including loading costs, policy fees, surrender charges,actuarial margins, asset fees,transfer charges,distribution charges,withdrawal fees, • redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. We have provided Exhibit B in Section 1, Exhibit B. Additional Information Regarding Exhibit B Our interpretation of Exhibit B is as follows: • Total Fee—Net expense ratio • Other Fees and 12b-1 —Total Revenue Sharing back to FASCore If these assumptions are incorrect,we respectfully request the ability to modify upon clarification. • • Pll 48 I ‘ , «)RI Town of Southold Request for Proposal Section 457 Deferred Compensation Plan • Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions,termination/withdrawal of contract provisions,any other restrictions or penalties, etc.,etc. Include any information on "unrestricted"and/or"free"transfers or plan transfer limitations. Plan Level Limits Our system was designed and built with an emphasis on flexibility and allows for Plan Sponsor customization or limits for items such as transfer frequency, minimum/maximum contribution percentages, withdrawal frequency, and investment election changes. Participant Trade Limits Participants can change their investment allocations and execute investment transfers through a Retirement Representative,the voice response system, or the website. There are no limits to the frequency of transfers or exchanges unless imposed by the plan or fund company. If the plan does not impose limits, participants can transfer between investment options daily. The recordkeeping system automatically processes the request according to plan-specific rules and edits.All allocation changes and fund transfers are effective the day they are received, if the request is received prior to market close.Whether the request is processed via the call center,voice response system,or the participant or Plan Sponsor Websites,details regarding the transaction, including a date/time stamp, are captured through our integrated system. Our trading process only pulls activity received in good order before market close. Requests received after the market closes are initiated on the next business day. Confirmations are generated following any transfer or exchange. Contract Termination Provisions The following procedures outline the steps involved in a plan termination. 1. We receive notification from the Plan Sponsor. • Our company requests a minimum of 30 days'notice. • Notification must be in writing and provide the date of the plan termination. Generally, this will be in the form of an amendment to the plan. • The amendment should address vesting considerations, as well as disposition of forfeitures, if applicable. • If the plan has any life insurance policies, arrangements must be made to have the proceeds sent to us in order to be included with the plan termination. • A letter of determination may be obtained or requested prior to making final distributions to plan participants. However, it is the Plan Sponsor's decision regarding obtaining a determination letter. 2. We send a packet containing the Authorization and Election form to the plan along with a sample distribution form and a sample letter which can be sent to the participants. The participants must receive the 402(f) notice along with the distribution form, and must be provided 30 days to complete the forms. 3. The Plan Sponsor should complete and return the Authorization and Election form as soon as administratively possible. If the plan has any questions related to the form,they may contact the individual indicated in the packet and on the Authorization and Election form. 4. The Plan Sponsor forwards distribution forms to us for processing. We will follow the instructions provided on the completed Authorization and Election form for any participants who are non-responsive. 411 • 49 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan 5. We will process all participant distributions as directed by the completed Authorization and Election form. If desired,the Plan Sponsor may choose to have distributions processed prior to the completion of all compliance testing and/or receipt of an IRS Favorable Determination Letter. The Plan Sponsor should be aware that if directed to process distributions prior to the completion of these items we will not be able to process any required contributions and corrections necessary after the plan has obtained a zero plan value. 6. If there are any outstanding loans,they will be offset for reason of Severance of Employment and a 1099-R will be generated the following January. Putnam Stable Value Fund Liquidation Restrictions Because of the benefits that stable value funds provide,they typically have transfer and withdrawal restrictions at both a plan level and an individual investor level. The purpose is to discourage arbitrage and to help protect investors and the stability of the net asset value. Participant Directed Withdrawals Individual participants'redemptions of stable value funds for bona fide payments are permitted without restriction. Participants in the Putnam Stable Value Fund may make transfers into and out of the fund to all non-competing options on a same day basis provided the exchanges are requested prior to 4 p.m. Eastern time on any business day.Any transactions requested after 4 p.m.will be processed on the next business day. While we will attempt to maintain sufficient liquidity to meet all withdrawal requests, it is possible for such requests to exceed the fund's available liquidity. If we determine the fund does not have sufficient liquidity to meet any withdrawal request,the fund may defer honoring any payment request or other obligation if, as a result of the closing or other disruption of financial markets or exchanges,the fund is unable to settle the necessary transaction prudently in order to honor on a timely basis the payment request or other payment obligation. • Participant Directed Transfers Transfers by participants into options that do not compete with the fund are permitted without restriction. Such options generally include equity funds, balanced funds, and intermediate or long-term bond funds with durations of three years or greater. Typically,stable value funds, money market funds, and other fixed-income investment options with duration of less than three years are considered competing options to the fund.Transfers to competing investment options must be held in a non-competing investment option for a minimum of 90 days before a transfer to a competing option may occur.A list of Putnam funds identified as competing funds will be made available upon request. Plan Sponsor Directed Withdrawals or Liquidation Similar to other commingled stable value funds, 12-month advance written notice is required for any withdrawal of assets invested in the fund. The trustee has absolute discretion with regard to choosing when to disburse withdrawals within that 365-day period. The trustee bases the decision on the best interest of the investors in the fund. 2. Identify any other charges or limitations not described in the previous responses. Recordkeeping Fee FASCore recordkeeping fee is 0.15%or 15 basis points(bps)of total plan assets. The revenue requirement can be either an explicit fee paid by participants,or can be paid through the revenue produced on the investments in the program. Our proposed lineup generates approximately 0.20%in revenue on the variable funds. Our pricing assumes the use of the Putnam Pooled Stable Value Fund as the sole fixed option in the plan, and • that a minimum of 20%of plan assets will map to that fund.Additional assumptions as follows: 184 participants, $16.17 Million in assets.We respectfully request the ability to adjust our pricing if our assumptions are inaccurate. 50 iv ( () RI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • The following charges are for optional participant services and are payable by the participant. • Self-Directed Brokerage Account:An annual fee of$60 per plan per user and is assessed on a quarterly basis only to those participants who utilize the service. Transaction fees apply through TD Ameritrade/Charles Schwab. • Reality Investing Advisory Services:The annual cost of this service is detailed below: o Online Investment Guidance(No fee) o Online Investment Advice(flat fee of$25 per actual user per year) o Managed Account Service(tiered pricing fee dependent on the participant's account balance as detailed below) Participant Account Balance Managed Account Fee Opt-in* Opt-out** Amounts under$100,000 0.50% 0.45% Next$150,000, up to$250,000 0.40% 0.35% Next$150,000, up to$400,000 0.30% 0.25% Amounts over$400,000 0.20% 0.15% *With the Opt-In feature,eligible employees must elect to be enrolled in the Managed Accounts service. **With the Opt-Out feature, eligible employees that are not participating in the plan are automatically enrolled in the Managed Accounts service. Participants can contact Advised Assets Group, LLC at anytime • to choose not to be enrolled in the service. • QDRO:$250 per QDRO for full approval and processing. The fee is assessed to the participant or alternate payee,or the plan can elect to pay the fee. • Automated Clearing House:$15 per distribution • Overnight Delivery.$25 per distribution • Wire Transfer. $40 per distribution • • 51 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Section VI — Conversion Services • Experience 1. Provide a detailed description and complete history of Code Section 457(b)plans that you have been successful in taking over completely. Include entity name and date of takeover,the name of the former provider,the asset size of the plan,the number of participants,transition time, staffing requirement and other detail you believe is significant. Our organization successfully converts on average 60 plans a year for the Government Market. Due to the confidentially of our clients and as a courtesy to our business partners,we are unable to provide our complete history of conversions to the Town. However,we have successfully converted 851 plans from MassMutual Financial Group,the Town's current provider,since 2009. Given all of the processes that are currently in place, we do not expect to experience any issues converting plan information from MassMutual. Additionally,our company has successfully converted some of the largest and most complicated defined contribution plans in the country, including the states of Kansas, Mississippi, and New Hampshire.An overview of the conversion experience for each is provided below. State of Kansas The State of Kansas Public Employees Deferred Compensation Plan transitioned to our company in January 2015,with more than 23,000 participants and nearly$1 billion in assets.When the Kansas Public Employees Retirement System (KPERS)decided to change service providers in May 2014, KPERS had been with the same recordkeeper for 35 years and the Board wanted to minimize the disruption to participants, but also share the news about the new high tech t high touch approach to administering the plan. • The transformation began with our team working with the KPERS staff to design a series of communications that informed participants of the impending transition and how it would affect them. Participants were told about the transition through several channels, including: • A transition bulletin • Plan newsletter articles • Webinars • Group meetings • Articles posted to the plan website. In addition to informing all participants of the key transition dates,we also needed to tell participants about the new billing method for fee transparency. Over a three-week period, our team conducted more than 260 group meetings throughout Kansas in order to educate participants and local employers about the transition and the plan enhancements. Our company also conducted a separate payroll outreach program to more than 265 separate payroll centers with the goal being to help each employer streamline, update their contribution process that was in place in many of the locations across the state. Because of the payroll outreach, many benefits personnel were able to process contributions quicker and more efficiently and participants benefited from seeing their contributions appear in their account much sooner. • PI52 I \ . c (, its Town of Southold Request for Proposal 1 Section 457 Deferred Compensation Plan State of Mississippi • The Mississippi Government Employees' Deferred Compensation Plan transitioned to our company in January 2014, with more than 38,000 participants and nearly$1.6 billion in assets. When the Public Employees' Retirement System of Mississippi(PERS)decided to change service providers in September 2013, PERS had been with their recordkeeper for more than 30 years. The goal was to share the news about the new high tech/ high touch approach to administering the plan, while minimizing disruption to participants. In partnership with the PERS staff, our team designed a series of communications that informed participants of the impending transition and how it would affect them. Several communication channels, including a transition bulletin, plan newsletter articles,webinars,on-site meetings,and the plan's website,were used to communicate with employees and participants.As part of the transition,over a two-week period, our team conducted more than 90 group meetings throughout Mississippi in order to educate participants and local employers about the transition, plan enhancements,and the new features and benefits they would experience. To help each employer/payroll center streamline, update, and automate a paper-based contribution process that was in place,our personnel met separately with more than 580 payroll centers across the state.As a result of the payroll outreach, participants benefited from seeing their contributions appear in their account much sooner, and the payroll centers were able to process contributions quicker and more efficiently. State of New Hampshire Deferred Compensation Plan The State of New Hampshire transitioned to our company in February 2010,with more than 5,500 participants and $173.3 million in assets.The transition of the State of New Hampshire Deferred Compensation Plan(NHDCP)was a highly detailed project with many components.The planning began approximately three months prior to the transition to provide sufficient time to communicate all the important details and to ensure that everything was in place by the effective date of the transition.The communication pieces involved in the project included: • • Announcement Letter—This piece,from the NHDCP Commission, served as the initial communication regarding the upcoming transition to our company. It included information to prepare participants for the transition, provided the new custom website address,and contained direct email links to selected Commission members for the convenience of participants. • Transition Bulletin—This piece was a detailed communication that explained why the new provider was selected and the expected benefits associated with the selection. In addition,this newsletter included fund mapping from the previous providers'fund lineup to the new funds that would be available,and also listed key dates for participants. Lastly, it introduced the new custom brand, "Your Steps to Retirement." • Transition Website—The website contained a complete list of transition meetings being offered across the state, the transition bulletin, new investment option information, forms, and educational tools. On the effective date of the transition,this site became the interactive plan website. • Meeting Poster—This piece was designed to make people aware of upcoming transition meetings that were hosted by Empower Retirement representatives. • Transition Presentation—This element of the communication campaign was a PowerPoint that was presented by Empower Retirement representatives at 218 transition meetings held at 50 locations across the state. • Welcome Guide—Distributed at the transition meetings,this booklet contained the new investment option fact sheets and performance data, as well as key transition dates. All of the above pieces, combined with internal communications from the Plan Sponsor,worked seamlessly together to ensure a well-publicized and smooth transition. • 1.11 53 t li l Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan Process • 1. Fully describe transition activities stating the time frame for a complete transition. Identify any cost to us or to our participants for each step or phase: for the complete conversion. We have a team of individuals who are experienced in transitioning all types of retirement plans. Each plan is assigned an Implementation Manager to oversee the conversion process and develop a customized conversion implementation schedule to help ensure a smooth transition. The implementation schedule is a blueprint for the entire process and outlines the timeframe from the implementation call until the first participant statements are produced. The Implementation Manager monitors the effectiveness and quality of the conversion process in accordance with the implementation schedule.We also have regularly scheduled conference calls with the client to discuss the conversion progress to ensure we obtain the data necessary for conversion.A test file is then requested from the prior recordkeeper to review the file layout and quality of the data prior to conversion. Upon receipt of the final records from the prior recordkeeper,we conduct a complete reconciliation, including a balance of participant records,the prior recordkeeper's fund-level balances, and the fund balances provided by the fund houses and trustee.We provide reconciliation to the Plan Sponsor for review and approval prior to opening the plan. Plan conversions are normally completed within five business days following receipt of complete and final records from the prior vendor. The following is a sample schedule that represents the typical timeframe and activities associated with the conversion process. Since each client conversion varies depending on complexity, a plan-specific timeframe will be developed for the plan during the pre-conversion process. • Task Responsible PartyTarget Due Date p 9 Planning Phase Contract Awarded FASCore Week 1 Internal Transfer Team Formed FASCore Week 1 _ Conduct Welcome Call/Establish Weekly FASCore Week 2 Meetings Notify Prior Recordkeeper/Trustee Plan Sponsor Week 3 Transition Marketing Material Review Plan Sponsor Week 3 Outsourcing Services Discussion FASCore Week 4 Conference Call with Prior Recordkeeper FASCore Week 4 Implementation Phase Test Files from Prior Recordkeeper/Begin FASCore Week 6 Analysis Payroll Setup Discussion FASCore Week 7 Investment Options for the Plan Finalized Plan Sponsor Week 7 Finalize Plan Provisions Plan Sponsor Week 8 Training of our Internal Staff FASCore Week 10 Transition Bulletin/Blackout Notice Mailed to FASCore Week 11 Participants Contracts&Agreements Signed Plan Sponsor Week 12 Recordkeeping System Setup Complete FASCore Week 12 • Education/Enrollment Meetings Plan Sponsor Week 13 Payroll Test File Upload Implementation Week 14 54 '. ( uit1 Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan • Task Responsible Party Target Due Date Conversion Phase Last Payroll to Prior Recordkeeper Plan Sponsor Week 15 Blackout Begin Date Prior Recordkeeper Week 16 Liquidation/In-Kind Transfer Initiated Prior Recordkeeper Week 17 Transfer Conversion Assets Prior Recordkeeper Week 17 Final Participant Records Received Prior Recordkeeper Week 17 PIN/Passcode Letters Mailed to Participants FASCore Week 17 FASCore Begins Payroll Processing Plan Sponsor Week 18 Blackout Ends/Plan Release(all transactions FASCore Week 18 available) Plan Transition to Client Services Manager FASCore Week 21+ To provide for the best participant and Plan Sponsor experience, we prefer to begin working on the plan conversion 90 to 120 days prior to asset transfer. Conversion costs are included with the proposal. 2. What on-site support will be provided during the transition?Who will provide this service?Would the key individuals be willing to meet with the Plan? We have designated and experienced transition teams that work exclusively on conversions. The conversion teams include personnel from our recordkeeping department, administration,and systems development. The conversion team works with the ongoing service team from the beginning of the conversion process to • completion, ensuring a smooth transition. The service team will be available to the Town during both the transition phase and the ongoing service phases of the plan's development. Our team approach is successful in providing the necessary structure and the technical assistance to install and implement many large state, county, and city plans as efficiently as possible. The service team will be provided upon contract award. 3. What impact,if any,would there be on our plan if you were to be appointed the sole administrator? For example,would fees be reduced,would we qualify for additional services, etc., etc. Our proposed pricing includes the assumption of FASCore providing exclusive administration, recordkeeping, and communication services for the Town. Our fees and services are most attractive when FASCore serves as exclusive provider. 4. Please provide references for three plans you recently transitioned. If possible, please provide those located within New York. We propose our products to Plan Sponsors on a continuous basis and will be glad to provide business references if selected as a finalist. Due to the frequency of our proposal activity and as a courtesy to our business partners, we will provide business references only when we are under serious consideration to partner with the Town in delivering a high quality retirement program to its employees. • Pli 55 , c ORI Town of Southold Request for Proposal I Section 457 Deferred Compensation Plan DISCLOSURES • ® Mountain Logo and its design elements are registered trademarks or service marks of their FASCore®, Mou torespective g g owners and are used by permission. Empower RetirementTM 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:White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos,service marks, and design elements used are owned by GWL&A. Great-West Financial®refers to products and services provided by Great-West Life&Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; Great-West Life&Annuity Insurance Company of New York(GWL&A of NY), Home Office:White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design elements used are owned by GWL&A. Securities,when offered, are offered through GWFS Equities, Inc.,a Great-West Company and affiliate of FASCore, LLC and Great-West Life&Annuity Insurance Company of New York,White Plains, New York. The Great-West Lifetime Funds are managed by Great-West Capital Management, LLC(GWCM) and may invest in other funds advised by GWCM,funds that are sub-advised by affiliated and unaffiliated sub-advisers retained by GWCM,funds that are advised by affiliated and unaffiliated investment advisers of GWCM, and in a fixed interest contract issued and guaranteed by Great-West Life&Annuity Insurance Company(GWL&A). Great-West Funds, Inc. and GWCM are subsidiaries of GWL&A. Managed Account, Guidance and Advice services are offered by Advised Assets Group, LLC(MG), a federally registered investment adviser and wholly owned subsidiary of Great-West Life&Annuity Insurance Company. More • information can be found at www.adviserinfo.sec.qov. Ibbotson Associates, Inc. is a registered investment adviser and a subsidiary of Momingstar, Inc. Ibbotson Associates and Morningstar are not affiliated with Empower Retirement, Great-West Financial, its parent company Great-West Life&Annuity Insurance Company,or any other affiliated companies and/or subsidiaries. Brokerage services provided by TD Ameritrade Inc., member FINRA/SIPC/NFA. TD Ameritrade is a trademark jointly owned by TD Ameritrade IP Company, Inc. and The Toronto-Dominion Bank.All rights reserved. Used with permission.Additional information can be obtained by calling TD Ameritrade at(866)766-4015.TD Ameritrade and GWFS Equities, Inc. are separate and unaffiliated. Securities available through Schwab Personal Choice Retirement Account®(PCRA)are offered through Charles Schwab&Co., Inc. (Member SIPC), a registered broker-dealer. Charles Schwab&Co., Inc. and GWFS Equities, Inc. are separate and unaffiliated. • • 56 „ ( ( I( • • • Town of Southold EXHIBT - A Request for Proposal I Section 457 Deferred Compensation Plan Section V - Investments 4. Illustrate in spreadsheet format provided, (see Exhibit A)the"variable" values for each equity type investment. Please give annualized returns for year to date', 'one year', 'three year', 'five year ten year' and 'since inception'values. Investment Performance as of June 30, 2015 Total Ret 1 Mo Total Ret 3 Mo Total Ret 6 Mo Total Ret 1 Yr Total Ret Annlzd Total Ret Annlzd Total Ret Inception Investment Choices (Qtr-End) (Qtr-End) (Qtr-End) (Qtr-End) 3 Yr(Qtr-End) 5 Yr(Qtr-End) (Qtr-End) Base Inception Date Base Currency Base Currency Base Currency Base Currency Base Currency Base Currency Currency , American Funds Europacific Growth R4 -1.84 1.02 6.98 0.63 12.32 9.74 8.23 6/7/2002 MFS®International Value R4 -2.98 -0.68 5.94 1.89 14.50 13.44 9.75 10/1/2008 Oppenheimer Global Y -0.46 2.68 10.26 7.83 18.38 14.87 9.66 11/17/1998 BlackRock Health Sciences Opps Instl 0.27 4.75 15.50 34.50 32.04 25.37 14.56 10/16/2000 Ivy Science&Technology I -3.77 -0.74 4.32 2.99 21.92 19.92 13.08 4/2/2007 1 MFS®Utilities R4 -4.52 -1.96 -1.06 -4.60 13.34 14.90 11.37 4/1/2005 Hartford Small Company HLS IB 0.13 0.21 5.49 7.88 19.04 18.30 8.22 4/1/1998 AllianzGl NFJ Small-Cap Value Admin -1.33 -1.93 0.74 -3.63 13.65 13.46 11.62 11/1/1995 Janus Enterprise T -1.57 -1.00 5.96 13.01 19.00 18.55 10.86 9/1/1992 Goldman Sachs Mid Cap Value Instl -2.97 -2.01 -0.12 4.48 18.45 16.70 11.65 8/1/1995 Fidelity®Contrafund® -0.29 1.00 5.09 10.29 17.42 17.11 12.50 5/17/1967 Invesco Diversified Dividend Y -1.24 -0.07 2.05 6.29 16.94 15.75 11.46 10/3/2008 Janus Balanced I -1.81 -0.69 0.72 4.14 11.69 10.96 11.22 7/6/2009 T. Rowe Price Retirement 2010 -1.42 -0.17 1.58 1.25 8.23 9.22 7.98 9/30/2002 T.Rowe Price Retirement 2020 -1.62 0.05 2.56 2.45 11.20 11.67 9.05 9/30/2002 T. Rowe Price Retirement 2030 -1.78 0.25 3.34 3.42 13.54 13.45 9.77 9/30/2002 T. Rowe Price Retirement 2040 -1.82 0.44 3.93 4.04 14.80 14.32 9.99 9/30/2002 T.Rowe Price Retirement 2050 -1.83 0.43 3.88 4.02 14.80 14.31 6.20 12/29/2006 Putnam High Yield Advantage Y -1.45 0.21 2.69 -0.33 6.47 8.06 6.83 12/31/1998 Metropolitan West Total Return Bond I -0.94 -1.34 0.04 1.93 4.18 5.42 6.72 3/31/2000 MFS®Government Securities R4 -0.89 -1.22 -0.02 1.62 0.94 2.32 4.19 4/1/2005 Vanguard Small Cap Index Adm -0.87 -0.56 4.21 5.24 18.73 18.15 9.30 11/13/2000 Vanguard Mid Cap Index Adm -1.81 -1.18 3.05 8.63 19.68 18.24 10.30 11/12/2001 Vanguard 500 Index Admiral -1.92 0.28 1.23 7.40 17.27 17.31 4.95 11/13/2000 Vanguard Total Bond Market Index Adm -1.00 -1.79 -0.17 1.73 1.70 3.24 4.48 11/12/2001 6©2015 Morningstar.All Rights Reserved.All Data and information is gathered from accurate sources but is not warranted to be correct,complete,or accurate. s • . Town of Southold EXHIBIT - B Request for Proposal I Section 457 Deferred Compensation Plan Section V - Investments 5. Illustrate in spreadsheet format provided, (see Exhibit B)all charges including loading costs, policy fees, surrender charges, actuarial margins, asset fees, transfer charges, distribution charges,withdrawal fees, redemption fees, commission,termination/withdrawal of contract fees,etc., etc. Fee Schedule Carrier Fees Mutual Fund Level Charges Fund/Account Name Admin. Fee Mort&Exp Investment Mgt. Fee Other Fees 12b-1 Fees Total Fees American Funds Europacific Growth R4 N/A 0.42 0.17 0.25 0.84 MFS®International Value R4 N/A 0.72 0.10 0.82 Oppenheimer Global Y N/A 0.65 0.23 0.88 BlackRock Health Sciences Opps Instl N/A 0.70 0.21 0.91 Ivy Science&Technology I N/A 0.81 0.18 0.00 0.99 MFS®Utilities R4 N/A 0.58 0.14 0.72 Hartford Small Company HLS IB N/A 0.68 0.03 0.25 0.96 AllianzGl NFJ Small-Cap Value Admin N/A 0.85 -0.07 0.25 1.03 Janus Enterprise T N/A 0.64 0.28 0.92 Goldman Sachs Mid Cap Value Inst) N/A 0.68 0.06 0.74 Fidelity®Contrafund® N/A 0.49 0.15 0.64 Invesco Diversified Dividend Y N/A 0.42 0.17 0.59 Janus Balanced I N/A 0.55 0.09 0.64 T. Rowe Price Retirement 2010 N/A 0.00 0.59 0.00 0.59 T. Rowe Price Retirement 2020 N/A 0.00 0.67 0.00 0.67 T. Rowe Price Retirement 2030 N/A 0.00 0.73 0.00 0.73 T. Rowe Price Retirement 2040 N/A 0.00 0.76 0.00 0.76 T. Rowe Price Retirement 2050 N/A 0.00 0.76 0.00 0.76 Putnam High Yield Advantage Y N/A 0.56 0.22 0.78 Metropolitan West Total Return Bond I N/A 0.35 0.10 0.45 MFS®Government Securities R4 N/A 0.40 0.23 0.63 Vanguard Small Cap Index Adm N/A 0.07 0.02 0.09 Vanguard Mid Cap Index Adm N/A 0.08 0.01 0.09 Vanguard 500 Index Admiral N/A 0.04 0.01 0.05 Vanguard Total Bond Market Index Adm N/A 0.05 0.02 0.07 Q©2015 Morningstar.All Rights Reserved.All Data and information is gathered from accurate sources but is not warranted to be correct,complete,or accurate. • 411) • 11.11 ADVISED ASSE: IS GROUP FUND PERFORMANCE REVIEW ,„ Q Town of Southold Reporting Period Ending June 30, 2015 The analytical material contained herein merely describes the process that AAG applies in evaluating funds.It may or may not be based on the plan's current investment policy and is not intended to be used by plan sponsors as a primary basis for deciding whether to make a particular fund available under the plan. Funds listed on the Fund Perfrmance Review are designed to meet stated investment objectives and risk profiles,but do not constitute investment advice from AAG or its affiliate.Plan fiduciaries should review the educational material provided and consult with their investment advisers if necessary to make the investment decision. Neither AAG,nor its representatives,agents or affiliates are permitted to give legal, ERISA,or tax advice.Any discussion of these matters included or related to this document or other educational information is provided for informational purposes only.Such discussion does not purport to be complete or to cover every situation. Current tax and ERISA law are subject to interpretation and legislative change. The appropriateness of any product for any specific taxpayer may vary depending on the particular set of facts and circumstances.You should consult with and rely on your own legal and tax advisers. Unpublished Work©2003-2015 Great-West Financial SM Not intended as an offer or solicitation by Advised Assets Group,LLC or any of its affiliates. Prepared by Advised Assets Group,LLC - 8515 East Orchard Road - Greenwood Village,Colorado 80111 ADVISED ASSLTS FUND PERFORMANCE REVIEW GROUP IMPORTANT DISCLOSURES: The Fund Performance Review is compiled at the request of the Plan Sponsor and/or broker. It is designed as a high level analytical tool to aide plan sponsors in carrying out their fiduciary responsibilities; it is not intended as investment advice. Plan Sponsors may wish to review the enclosed material with their investment adviser, consultant or broker, if necessary, prior to making final investment decisions. Funds listed on the Fund Performance Review are designed to meet stated investment objectives and risk profiles. Risks associated with the investment options can vary significantly and the relative risks of investment categories may change under certain economic conditions. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be more or less than their original cost. Current performance may be lower or higher than performance data shown due to market activity. Past performance is not a guarantee of future results. CONFIDENTIAL-DO NOT DISCLOSE OR DISSEMINATE FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS Data Source: Momingstar Direct® Not intended as an offer or solicitation of securities • Page 111 • I) VI I) • 1 is FUND F A E REVIEW: OVERVIEW Roup OBJECTIVE: * To quantify historical fund performance relative to peer group benchmarks. * To identify funds that have consistently underperformed over the long-term. * To assist in identifying style drift and discern gaps within the plan portfolio. FUNDAMENTALS: * An objective analysis based on set criteria. * Based on long-term and risk-adjusted performance. * Comparison against peer group of similar funds as determined by Morningstar, Inc.® SOURCE: * Statistics are derived from an independent third-party: primarily Morningstar Direct ® SCOPE: * The Fund Performance Review is designed as a high level analytical tool to aide plan sponsors in carrying out their fiduciary responsibilities; it is not intended as investment advice. The purpose of this document is to provide investment-related information only for the plan sponsor in its role as a fiduciary to the Plan,not as investment advice for plans or plan participants. Although the data contained in this report is from reliable sources.Advised Assets Group,LLC cannot guarantee its completeness or accuracy. Risks associated with investment options can vary significantly with each particular Investment category and the relative risks of categories may change under certain economic conditions. The investment return and principal of an investment will fluctuate so that an investor's shares,when redeemed,may redeemed,may be more or less than their original cost. Current performance may be lower or higher than performance data shown due to market volatility.Past performance is no guarantee of future returns. 2015 Momingstar,Inc.0 All Rights Reserved.Use of the content requires expert knowledge.It is to be used by specialist institutions only.The information contained herein;(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied,adapted or distributed;and(3)is not warranted to be accurate,complete or timely.Neither Momingstar nor its content providers are responsible for any damages or losses arising from the use of this information,except where such damages or losses cannot be limited or excluded by law in your jurisdiction. CONFIDENTIAL-DO NOT DISCLOSE OR DISSEMINATE FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS Data Source: Momingstar Direct® Not intended as an offer or solicitation of securities Page 3 of 14 ADV1SFD ASSLTS FUND PERFORMANCE REVIEW: CRITERIA G R U P OVERALL RATING: Based on performance, risk-adjusted performance and the Overall Morningstar Rating. Return Composite: Determined by taking the equal-weighted average of the 3-, 5-and 10-year category return percentiles. Sharpe Composite: Calculated by averaging the 3-and 5-year category sharpe percentiles. Overall Composite: The equally-weighted average of the Return Composite and Sharpe Composite. Overall Morningstar Rating: Represents a measure of an investment's risk-adjusted return, relative to similar investments. The Overall Composite is the sole determinate for the Overall Rating for funds that do not have an Overall Morningstar Category Rating. Overall Overall Morningstar Overall Composite Rating Ratin > 50.0% AND 0, 0, or < 50.0% OR 0, 0, or 0 Neutral < 50.0% AND 0, or 0 Below < 25.0% Below I LONG-TERM ROLLING ANALYSIS: Based on the accumulated trailing 12 quarter"Overall Ratings". Consecutive number Total number of of Quarters Receiving Quarters Below out Long-Term a Below Rating of trailing 12 quarters Roll.t 1. Anal sis < 4 Quarters AND < 7 Quarters > 4 Quarters OR > 7 Quarters Fail OR Overall Rating: < 25.0% Fail For expanded definitions of the Composites,Sharpe Ratio and Ratings,please refer to the corresponding glossary. Information for this fund evaluation was received from what we believe to be reliable sources,but we cannot absolutely guarantee accuracy, The performance data quoted within represents past performance and is not a guarantee or indication of future investment results. For each fund with at least a three-year history,Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund's monthly performance(including the effects of sales charges,loads,and redemption fees),placing more emphasis on downward variations and rewarding consistent performance. The top 10%of the funds in each category receive 5 stars,the next 22.5%receive 4 stars,the next 35%receive 3 stars,the next 22.5%receive 2 stars and the bottom 10%receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately,which may cause slight variations in the distribution percentages). The Overall Morningstar Rating for a fund is derived from a weighted average of the performance figures with its three-,five-,and then-year(if- applicable)Morningstar Rating metrics. Past Performance is no guarantee of future results. CONFIDENTIAL-DO NOT DISCLOSE OR DISSEMINATE FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS Data Source: Momin star Direct° solicitation of securities 9 Not intended as a n offer or sob data • Pagel" a 1 • • • N l)\ 1st 1) e t Is FuNAOMPLEX RATING (Based on Recent Mutual Fund Investigations) ,- L; p OVERVIEW: Due to the issues involving mutual fund complexes and their compliance with security laws and regulations, Great- West FinancialSM developed a ratings system for funds involved in its packaged products. Mutual fund complexes are assigned a rank of red, yellow or green. RED RATING: A fund complex or any of its respective funds may be placed on the Red Fund Complex Corporate Rating and may be terminated or disqualified from participating in the packaged products if that fund complex is determined by a court or appropriate regulatory agency or the fund complex admits to having allowed regulatory violations or corporate infractions in its funds by its employees (officers or portfolio managers) of the complex. In such event, depending on the severity of the violation or infraction, the fund(s) may be terminated even if such activity was not found to have occurred in a fund used by Great-West FinancialSM but elsewhere in the fund complex. YELLOW RATING: A fund or fund complex will be put on the Yellow Fund Complex Corporate Rating if that fund complex is charged by a court or appropriate regulatory agency or admits to having allowed regulatory violations or corporate infractions in its funds. While a fund is on the Yellow Fund Complex Corporate Rating, no action shall be taken to terminate or replace the fund. GREEN RATING: A fund or fund complex that has not been implicated in any regulatory violations or infractions nor has admitted to committing such activities. CONFIDENTIAL-DO NOT DISCLOSE OR DISSEMINATE FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS Data Source: Morningstar Directs Not intended as an offer or solicitation of securities Page 5 of 14 Performance Summary: Town of Southold period ended 6/30/2015 Overall Rating.' Long-Terns Rodin,Mal tsis2 Fund Consecutive '#�Quart r5" J Morningstar Complex Ticker Composite%'s Mater Quarters-- -&WM out of - . Category Rata Symbol Fund Name Overall Return Rating Below :trailing{12 Intl' Foreign Large Growth i REREX American Funds Europacific Growth R4 66.8 66.7 I 67.0 4 ® ) 0 I 0 out of 12 Foreign Large Blend MINHX MFS®International Value R4 96.6 ) 95.7 ) 97.5 ) 5 ( 0 ) 0 out of 12 World Stock OGLYX Oppenheimer Global Y 82.8 I 86.7 I 79.0 I 4 0 ) 0 out of 12 Specialty4 Health SHSSX BlackRock Health Sciences Opps Inst) 72.1 65.7 78.5 4 j 0 j 0 out of 12 Technology ISTIX Ivy Science&Technology I 94.3 ) 94.0 ) 94.5 I 5 0 I 0 out of 12 Utilities MMUJX MFS®Utilities R4 89.7 ) 91.3 ) 88.0 ) 5 ( 0 ) 0 out of 12 Small Growth HDMBX Hartford Small Company HLS IB 63.6 62.7 64.5 I 4 0 0 out of 12 MEM Small Value PVADX AllianzGl NFJ Small-Cap Value Admin 43.3 I 39.0 ) 47.5 ) 4 r'Neutral ) 0 ) 0 out of 12 Mid-Cap Growth JAENX Janus Enterprise T 87.8 79.0 I 96.5 I 4 I 0 I 0 out of 12 Mid-Cap Value GSMCX Goldman Sachs Mid Cap Value Instl 63.3 I 55.7 ) 71.0 I 4 0 0 out of 12 Large-Cap Large Growth FCNTX Fidelity®Contrafund® 70.5 ) 59.0 ) 82.0 ) 4 ( 0 0 out of 12 Large Value LCEYX Invesco Diversified Dividend Y 82.8 I 72.0 ) 93.5 ) 4 0 I 0 out of 12 Asst AIUOther Moderate Allocation JBALX Janus Balanced I 81.9 ) 80.3 ) 83.5 ) 4 0 ) 0 out of 12 Target Date 2000-2010 TRRAX T.Rowe Price Retirement 2010 75.4 I 96.3 ) 54.5 ) 5 0 ) 0 out of 12 Target Date 2016-2020 TRRBX T.Rowe Price Retirement 2020 83.0 I 99.0 ) 67.0 ) 5 ( 0 ) 0 out of 12 Target Date 2026-2030 TRRCX T. Rowe Price Retirement 2030 89.4 ) 97.3 ) 81.5 ) 5 ( 0 ) 0 out of 12 Target Date 2036-2040 TRRDX T.Rowe Price Retirement 2040 91.8 I 98.7 I 85.0 ) 5 0 I 0 out of 12 IMIIMM Target Date 2046-2050 TRRMX T.Rowe Price Retirement 2050 91.0 ) 97.0 ) 85.0 F 5 0 I 0 out of 12 Bond' High Yield Bond PHAYX Putnam High Yield Advantage Y 69.5 71.0 68.0 I 4 ( 0 0 out of 12 Intermediate-Term Bond MWTIX Metropolitan West Total Return Bond I 95.4 ) 96.3 ) 94.5 ) 5 0 I 0 out of 12 Intermediate Government_ MFGJX MFS®Government Securities R4 49.7 ) 53.3 ) 46.0 ) 3 ) `ROOM l 0 ) 0 out of 12 MIMI Index Funds' Small Blend VSMAX Vanguard Small Cap Index Adm 83.6 I 79.7 87.5 4 N/A N/A 0 out of 12 Mid-Cap Blend VIMAX Vanguard Mid Cap Index Adm 86.1 ) 80.7 ) 91.5 ) 4 ) N/A ( N/A ) 0 out of 12 Large Blend VFIAX Vanguard 500 Index Admiral 78.3 ) 71.7 ) 85.0 ) 4 I N/A N/A ) 0 out of 12 Intermediate-Term Bond V B T LX Vanguard Total Bond Market Index Adm 1 33.4 ) 37.3 ) 29.5 3 ) N/A 1 ( N/A ) 0 out of 12 111111111111111 1 The Overall Rating is derived from the 3,5 and 10 year net-of-fee performance figures,the 3 and 5 year Sharpe Ratios and the Morningstar Rating TM 2.The Long-Term Rolling Analysis accumulates the trailing 12 quarter Overall Ratings and determines a pass/fail designation accordingly. Data Source'Morningstar Direct® Please refer to the Appendix page for additional footnotes • . ' FOR PLAN SPONSOR USE ONLY-NO R USE WITH PLAN PARTICIPANTS Not intended as an offer or solicitation of securitie vise d Assets Group,LLC or any of its affiliates. Page 4 f • 4111 I1 II _ I I ' � 1 I -i I-�-�III II"I F-,`I 1 II I"' rII --- I '- II�� -111"III I I I - 1111 TII-1 III "`-" I" III 7� � ,� 1.'1'il I -�.Irllill III -'-ill '"-"-'-- - `II-"I` 1 "I_ II II -' ' I `� IC I "- ^II �'- I-J1 I 1; r I I I_I�I. , • • • . Return Analysis: Town of Southold period ended 6/30/2015 • 2nd Qtr 2nd Qtr Performance vs.Sanctum&(Annualised Returns and Return Pedes%) • 2015 2015 1 Year 1 Year 3 Year 3 Year 5 Year 5 Year 10 Year 10 Year Incept. Fund Name Return Percentile Return Percentlle Return Percentile Return Percentile Return Percentile Date • Intl' Foreign Large Growth Peer Group 0.94 50 -1.38 50 11.46 50 9.92 50 6.12 50 • American Funds Europacific Growth R4 1.02 53 063 69 12.32 70 9.74 46 7.33 84 6!7/2002 Foreign Large Blend Peer Group 0.94 50 -3.50 50 10.91 50 9.24 50 5.19 50 MFS®International Value R4 -0.68 7 1.89 94 14.50 92 13.44 98 860 97 10/1/2008 World Stock Peer Group 0.44 50 1.19 50 13.66 50 12.51 50 6.68 50 Oppenheimer Global Y 2.68 89 7.83 92 18.38 94 14.87 88 8.18 78 11/17/1998 Specialty' Health Peer Group 4.39 50 29.78 50 30.14 50 25.00 50 13.29 50 • BlackRock Health Sciences Opps Inst) 4.75 61 34.50 70 32.04 65 25.37 57 16.14 75 10/16/2000 • Technology Peer Group 0.72 50 9.53 50 17.51 50 16.87 50 10.16 50 Ivy Science&Technology I -0.74 21 2.99 14 21.92 89 19.92 95 12.98 98 4/2/2007 Utilities Peer Group -4.20 50 -5.56 50 9.57 50 13.17 50 7.71 50 MFS®Utilities R4 -1.96 93 -4,60 79 13.34 88 14.90 88 10.92 98 4/1/2005 Small Growth Peer Group 1.87 50 9.92 50 18.16 50 17.78 50 9.27 50 Hartford Small Company HLS IB 0.21 18 7.88 35 19.04 62 18.30 57 9.93 69 4/1/1998 Small Value Peer Group -0.44 50 1.47 50 16.54 50 15.17 50 7.81 50 AllianzGl NFJ Small-Cap Value Admin -1.93 17 -3.63 12 13.65 12 13.46 20 8.77 85 11/1(1995 Mid-Cap Growth Peer Group 0.32 50 9.14 50 17.34 50 16.75 50 9.15 50 Janus Enterprise T -1.00 23 13.01 83 19.00 73 18.55 78 10.86 86 9/1/1992 • Mid Cap Value Peer Group -1.22 50 3.86 50 18.34 50 16.61 50 8.23 50 Goldman Sachs Mid Cap Value Instl -2.01 22 4.48 64 18.45 54 16.70 53 8.50 60 8/1/1995 -I';',"!;-' Large Growth Peer Group 0.61 50 9.72 50 17.74 50 17.18 50 8.25 50 Fidelity®Contrafunde 1.00 64 10.29 55 17.42 44 17.11 48 9.85 85 5/17/1967 • Large Value Peer Group -0.09 50 3.66 50 16.28 50 15.32 50 6.75 50 Invesco Diversified Dividend Y -0.07 51 6.29 87 16.94 64 15.75 62 8.32 90 10/3/2008 Heat AW0ther Moderate Allocation Peer Group -0.44 50 2.57 50 10.23 50 10.53 50 6.13 50 Janus Balanced I -0.69 29 4.14 81 11.69 80 1096 64 8.30 97 7/6/2009 Target Date 2000-2010 Peer Group -0.56 50 1.03 50 6.83 50 7.79 50 4.59 50 T.Rowe Price Retirement 2010 -0.17 92 1.25 59 8.23 92 9.22 97 6.18 100 9/30/2002 Target Date 2016-2020 Peer Group -0.59 50 1.53 50 8.55 50 9.25 50 4.96 50 T.Rowe Price Retirement 2020 0.05 93 2.45 76 11.20 98 11.67 99 6.93 100 9/30/2002 Target Date 2026-2030 Peer Group -0.36 50 2.17 50 11.14 50 11.17 50 5.22 50 T.Rowe Price Retirement 2030 0.25 83 3.42 81 13.54 94 13.45 98 7.48 100 9/30/2002 Target Date 2036-2040 Peer Group -0.18 50 2.46 50 12.53 50 12.19 50 5.69 50 T.Rowe Price Retirement 2040 0.44 83 4.04 84 14.80 97 14.32 99 7.72 100 9/30/2002 Target Date 2046-2050 Peer Group -0.08 50 2.62 50 13.15 50 12.80 50 5.96 50 T.Rowe Price Retirement 2050 0.43 81 4.02 81 14.80 95 14.31 99 WA N/A 12/29/2006 Bond' High Yield Bond Peer Group 0.15 50 -074 50 6.14 50 7.79 50 6.63 50 Putnam High Yield Advantage Y 0.21 55 -0.33 59 6.47 64 8.06 63 7.46 86 12/31/1998 Intemiediate-Tenn Bond Peer Group -1.65 50 1.28 50 221 50 3.72 50 4.36 50 Metropolitan West Total Return Bond I -1.34 73 1.93 85 4.18 95 542 95 6.43 99 3/31/2000 Intermediate Government Peer Group -0.91 50 1.52 50 0.98 50 2.36 50 3.82 50 MFS®Government Securities R4 -1.22 34 1.62 57 0.94 46 2.32 47 4.04 67 4/1/2005 Index Funds Vanguard Small Cap Index Adm -0.56 32 5.24 49 18.73 72 18.15 79 9.49 88 11/13/2000 • • Vanguard Mid Cap Index Adm -1.18 33 8.63 92 19.68 83 1824 83 9.37 76 11/12/2001 Vanguard 500 Index Admiral 0.28 65 7.40 77 17.27 63 17.31 79 7.88 73 11/13/2000 Vanguard Total Bond Market Index Adm -1.79 32 1.73 76 1.70 29 3.24 30 4.40 53 11/12/2001 A Percentile Ranking of 100°Io represents the best in class performance whereas 0%represents the lowest. • Investment options available in the plan may be through mutual funds and/or a group fixed annuity contract. Total return performance shown above represents that of the underlying fund and does not include a deduction for any applicable annuity contract of administrative fees/expenses. Performance numbers shown above would be less after applicable tee/expenses are deducted. Data Source:Morningstar Direct® Please refer to the Appendix page for additional disclosures i FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS • Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. Page 7 of 14 Sharpe Ratio and Expense Analysis: Town of Southold period ended 6/30/2015 Sharpe Ratios and Percentiles% Standard Deviation Expense Expense Manager Fund Size Fund Name 3 Yr Ratio 3 Yr% 5 Yr Ratio 5 Yr% 3 Yr 5 Yr Ratio Percentile S Tenure lyre) $MM Intl Foreign Large Growth Peer Group 1.13 50 0.70 50 9.92 15.40 1.24 50 American Funds Europacific Growth R4 1.31 81 0.70 53 9.21 14.80 0.84 90 24 129,582 Foreign Large Blend Peer Group 1.06 50 0.64 50 10.35 15.77 1.16 50 MFS®International Value R4 1.48 96 1.09 99 9.46 12.19 0.82 80 7 24,923 World Stock Peer Group 1.43 50 0.92 50 925 14.18. 1.26 50 Oppenheimer Global Y 1.75 92 0.99 66 9.94 15.15 0.88 86 11 10,402 Specialty4 Health Peer Group 2.43 50 1.80 50 11.19 12.79 1.34 50. BlackRock Health Sciences Opps Instl 2.56 78 2.01 79 11.18 11.64 0.91 83 12 6,250 Technology Peer Group 1.46 50 1.05 50 11.77 15.95 1.41 50 Ivy Science&Technology I 1.74 92 1.31 97 11.87 14.75 0.99 85 14 6,666 UtBties Peer Group 0.89 50 1.19 50 10.57 11.33 1.15 50 MFS®Utilities R4 1.35 91 1.27 85 9.62 11.46 0.72 88 23 5,960 Small Growth Peer Group 1.38 50 1.05 50 12.81 16.91 1.26 50 Hartford Small Company HLS IB 1.47 68 1.10 61 12.42 16.60 0.96 82 16 1,421 1 mall Value Pear Group 1.35 50 0.97 50 11.80 1623 129 50 AllianzGl NFJ Small-Cap Value Admin 1.25 28 1.01 67 10.70 13.40 1.03 77 24 5,936 Mid-Cap Growth Peer Group 1.56 50 1.12 50 10.55 15.05 1.18 50 Janus Enterprise T 2.13 97 1.42 96 8.37 12.53 0.92 80 8 5,085 Mid-Cap Value Peer Group 1.81 50 1.14 50 9.54. 14.22 1.16 50 Goldman Sachs Mid Cap Value Instl 1.93 74 1.19 68 9.04 13.75 0.74 91 14 9,321 Large-Cap Large Growth Peer Group 1.73 50 1.24 50 9.62 13:56 1.07 50 Fidelity®Contrafund® 1.84 72 1.41 92 8.98 11.75 0.64 93 25 111,797 Large Value Peer Group 1.73 50 1.20 50 9.01 12.66 1.03 50 Invesco Diversified Dividend Y 2.07 97 1.40 90 7.73 10.87 0.59 92 13 11,080 Asst AIUOther Moderate Allocation Peer Group 1.70 50 1.21 50 5.81 8.44 1.07 50 Janus Balanced I 2.10 97 1.31 70 5.35 8.18 0.64 91 10 13,277 Target Date 2000-2010 Peer Group 1.51 50 1.18 50 4.37 6.59 0.84 50 T. Rowe Price Retirement 2010 1.62 67 1.16 42 4.95 7.87 0.59 80 13 6,250 Target Date 2016-2020 Peer Group 1.57 50 1.13 50 5.33 8.13 0.91 50 T.Rowe Price Retirement 2020 1.74 79 1.14 55 6.20 10.07 0.67 75 13 25,591 Target Date 2026-2030 Peer Group 1.58 50 1.08 50 6.63 10.44 0.97 50 T. Rowe Price Retirement 2030 1.80 89 1.13 74 7.21 11.76 0.73 74 13 24,750 Target Date 2036-2040 Peer Group 1.59 50 1.05 50 742 11671 1.00 50 T.Rowe Price Retirement 2040 1.80 90 1.13 80 7.86 12.59 0.76 72 13 17,184 Target Date 2046-2050 Peer Group 1.59 50 1.04 50 7.79 12.25 1.01 50 T. Rowe Price Retirement 2050 1.81 90 1.13 80 7.82 12.55 0.76 72 9 5,872 Bond. High Yield Bond Peer Group 1.40 50 126 50 4.34 6.04 1.00 ' 50 Putnam High Yield Advantage Y 1.56 73 1.32 63 4.06 5.97 0.78 75 13 706 Intermediate-Term Bond Peer Group 0.71 50 1.26- 50 3♦04 2.87 0.76 50 Metropolitan West Total Return Bond I 1.33 94 1.85 95 3.09 2.86 0.45 88 18 66,813 intermediate Government Peer Group 0.37 50 0.90 50 2.52 245 0.87 50 MFS®Government Securities R4 0.36 47 0.88 45 2.53 2.58 0.63 77 9 2,182 Index Funds Vanguard Small Cap Index Adm 1.62 90 1.13 85 11.01 15.90 0.09 99 24 56,427 Vanguard Mid Cap Index Adm 1.98 95 1.28 88 9.34 13.91 0.09 97 17 65,730 Vanguard 500 Index Admiral 1.91 80 1.39 90 8.55 12.01 0.05 99 24 209,289 Vanguard Total Bond Market Index Adm 0.56 29 1.09 30 3.03 2.92 0.07 99 2 144,212 A Percentile Ranking of 100%represents the best in class performance whereas 0%represents the lowest. Expense refers to the Prospectus Net Expense Ratio 1 Data Source:Morningstar Direct® Please refer to the Appendix page for additional disclosures - • . . FOR PLAN SPONSOR USE ONLY-NO R Uvlsed SE WITH PLAN PARTICIPANTS Not intended as an offer or solicitation of securitie Assets Group,LLC or any of Page 4 its affiliates. • • s • Annual Returns and Statistics: Town of Southold period ended 6/30/2015 Portfolio Construction Calendar Year Returns MPT Statistics(3 year) Turnover Number of %in top Fund Name 2014 2013 2012 2011 2010 Alpha Bata -r Ratio Holdings 10 holdings Intl' Foreign Large Growth Peer Group -4.41 19.74 19.26 -12.80 13.44 American Funds Europacific Growth R4 -2.66 20.17 1922 -13.61 9.39 121 0.91 93 28 473 21% Foreign Large Blend Peer Group -5.35 20.13 18.00 -13.23 10.11 MFS®International Value R4 1.53 27.70 16.11 -1.72 9.38 3.45 0.89 84 18 102 28% World Stock Peer Group 2.65 25.67 16.64 -7.60 13.07 Oppenheimer Global Y 2.31 27.11 21.09 -8.46 16.06 4.39 1.03 82 11 89 22% Specialty' Health Peer Group 27.00 48.08 19.68 7.66 8.11 BlackRock Health Sciences Opps Inst) 29.23 44.56 18.77 6.24 7.50 0.40 1.10 92 57 115 27% Technology Peer Group 10.96 33.88 13.08 -7.73 20.11 Ivy Science&Technology I 4.61 52.47 26.92 -3.89 11.20 -0.60 1.42 80 32 109 38% Utilities Peer Group 15.81 19.48 6.20 8.70 10.99 MFS®Utilities R4 12.90 20.45 13.61 6.84 13.85 0.65 2.05 72 46 121 27% Smell Growth Peer Group 3.08 41.23 13.98 -2.39 27.97 Hartford Small Company HLS IB 6.85 43.97 15.35 -3.62 23.83 0.72 0.91 93 90 333 16% Small Value Peer Group 4.18 35.89 16.52 -4.70 25.38 AllianzGl NFJ Small-Cap Value Admin 1.74 31.73 10.54 2.27 25.07 -6.00 1.00 87 29 141 13% Mid-Cap Growth Peer Group 7.40 35.59 14.66 -3.87 25.89 Janus Enterprise T 11.92 30.63 17.61 -1.86 25.82 2.54 0.82 89 16 81 24% Mid-Cap Value Peer Group 9.87 34.48 16.55 422 22.21 Goldman Sachs Mid Cap Value Instl 13.71 32.97 18.54 -626 24.85 0.36 0.92 95 87 100 17% i? : Large Growth Pear Group 1028 3429 15.41 -1.77 18.07 ' Fidelity®Contrafund® 9.56 34.15 1626 -0.14 16.93 -0.09 0.97 94 45 345 29% Large Value Peer Group 10.68 31.59 14.99 -0.40 13.41 Invesco Diversified Dividend Y 1226 29.30 17.45 -0.03 15.48 1.95 0.72 88 6 86 23% Asst MUOther Moderate Allocation Peer Group 5.89 1727 12.13 -020 12.15 Janus Balanced I 8.53 19.86 13.09 1.49 8.01 1.43 0.58 91 72 429 21% Target Date 2000-2010 Peer Group 4.25 9.74 9.75 0.93 11.19 T.Rowe Price Retirement 2010 4.99 11.93 12.44 0.54 12.70 0.18 0.93 97 19 17 93% Target Date 2016-2020 Peer Group 4.86 13.19 11.64 -0.02 12.63 T.Rowe Price Retirement 2020 5.63 18.05 15.01 -120 14.74 0.69 0.90 98 14 19 85% Target Date 2026-2030 Peer Group 5.44 18.71 13.70 -2.39 13.86 T.Rowe Price Retirement 2030 6.05 23.09 16.82 -2.70 16.01 1.37 0.96 97 12 19 87% Target Date 2036-2040 Pear Group 5.63 22.02 14.95 -3.60 14.91 T.Rowe Price Retirement 2040 6.18 25.93 17.55 -3.49 16.51 1.71 0.99 97 13 19 89% Target Date 2046-2050 Peer Group 5.78 23.36 15.42 -4.07 15.06 T.Rowe Price Retirement 2050 6.19 25.90 17.55 -3.36 16.41 1.78 0.99 97 16 19 90% Bond. High Yield Bolo Peer Group 1.47 6.70 14.75 3.49 1422 Putnam High Yield Advantage Y 221 7.10 15.35 3.42 13.54 0.13 0.93 99 43 584 5% Intemrodate-Term Bond Peer Group 5.52 -1.65 6.58 6.42 7.53 Metropolitan West Total Return Bond I 5.99 0.50 11.54 5.52 11.65 2.09 0.67 87 246 1655 23% Intermediate Government Peer Group 4.76 -2.63 2.54 6.79 5.48 MFS®Government Securities R4 4.78 -2.61 2.34 7.35 4.85 -0.60 0.84 97 67 408 33% Index Funds Vanguard Small Cap Index Adm 7.50 37.81 1824 -2.69 27.89 1.62 0.94 99 10 1491 3% Vanguard Mid Cap Index Adm 13.76 35.15 15.99 -1.97 25.59 0.50 0.97 99 11 370 7% Vanguard 500 Index Admiral 13.64 32.33 15.96 2.08 15.05 -0.03 1.00 100 3 509 17% Vanguard Total Bond Market Index Adm 5.89 -2.15 4.15 7.69 6.54 -0.17 1.02 99 72 16817 5% A Percentile Ranking of 100%represents the best in class performance whereas 0%represents the lowest. The Fund Performance Review is a proprietary high level analytical tool that is used to evaluate fund performance and is not intended as an offer or solicitation of securities,or as investment advice. Investment options available in the plan may be through mutual funds and/or a group fixed annuity contract. Total return performance shown above represents that of the underlying fund and does not include a deduction for any applicable annuity contract of administrative fees/expenses. Performance numbers shown above would be less after applicable fee/expenses are deducted. Data Source:Morningstar Direct® Please refer to the Appendix page for additional disclosures FOR PLAN SPONSOR USE ONLY-NOT FOR USE WITH PLAN PARTICIPANTS Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. Page 9 of 14 Index Performance period ending 6/30/2015 Total Total Total Total Return Return Return Annual Annual Annual Annual Annual Return Annlzd Annlzd Annlzd Return Return Return Return Return Index 1 Year 3 Year b Year 10 Year 2014 2013 2011 2011 2010 International MSCI EMF ID -7.47 1.23 1.16 5.57 -4.63 -4.98 15.15 -20.41 16.36 MSCI Eafe Ndtr_D -4.22 11.97 9.54 5.12 -4.90 22.78 17.32 -12.14 7.75 MSCI World Ndtr D 1.43 14.27 13.10 6.38 4.94 26.68 15.83 -5.54 11.76 Russell 2000 Growth 12.34 20.11 19.33 9.86 5.60 43.30 14.59 -2.91 29.09 Russell 2000 6.49 17.81 17.08 8.40 4.89 38.82 16.35 -4.18 26.85 Russell 2000 Value 0.78 15.50 14.81 6.87 4.22 34.52 18.05 -5.50 24.50 Russell Midcap Growth 9.45 19.24 18.69 9.69 11.90 35.74 15.81 -1.65 26.38 Standard&Poor's Midcap 400 6.40 18.60 17.82 9.74 9.77 33.50 17.88 -1.73 26.64 Russell Midcap Value 3.67 19.13 17.73 8.89 14.75 33.46 18.51 -1.38 24.75 1aAt�1 Russell 1000 Growth 10.56 17.99 18.59 9.10 13.05 33.48 15.26 2.64 16.71 Standard&Poor's 500 TR 7.42 17.31 17.34 7.89 13.69 32.39 16.00 2.11 15.06 Russell 1000 Value 4.13 17.34 16.50 7.05 13.45 32.53 17.51 0.39 15.51 Bond' Barclays Capital Aggregate Bond 1.86 1.83 3.35 4.44 5.97 -2.02 4.21 7.84 6.54 Barclays Capital Credit 0.93 3.03 4.93 5.12 7.53 -2.01 9.37 8.35 8.47 Barclays Capital Mortgage-Backed 2.28 1.92 2.89 4.56 6.08 -1.41 2.59 6.23 5.37 Barclays Capital Government Bond 2.27 0.93 2.63 3.99 4.92 -2.60 2.02 9.02 5.52 Barclays Capital 1-3 Year Governm 0.91 0.68 0.85 2.60 0.64 0.37 0.51 1.56 2.40 MSCI EMF ID A capitalization-weighted index of stocks from 26 emerging markets that only includes issues that may be traded by foreign investors.The reported returns reflect equities priced in US dollars and do not include the effects of reinvested dividends. MSCI EAFE Ndtr D Widely accepted as a benchmark for international stock performance,the EAFE Index is an aggregate of 21 individual country indexes that collectively represent many of the major markets of the world. MSCI World NdtrD Includes all 23 MSCI developed market countries.Ndtr D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes,but exclude special tax credits declared by companies. Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecasted growth values. Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index,representing approximately 7%of the Russell 3000 total market capitalization. Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values. Russell Mid Cap Growth Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having higher price-to-book ratios and higher forecasted growth values. Standard&Poor's Midcap 400 Includes approximately 10%of the capitalization of U.S.equity securities.These are comprised of stocks in the middle capitalization range. Russell Mid Cap Value Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having lower price-to-book ratios and lower forecasted growth values. Russell 1000 Growth Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having higher price-to-book ratios and higher forecasted growth values. Standard&Poor's 500 A market capitalization-weighted index of 500 widely held stocks often used as a proxy for the stock market.It measures the movement of the largest issues. Standard and Poor's chooses the member companies for the 500 based on market size,liquidity and industry group representation. Russell 1000 Value Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having lower price-to-book ratios and lower forecasted growth values. _BarCap US Aggregate Bond Composed of the Barclays Capital Govt/Credit Index,the Mortgage-Backed Securities Index,and the Asset-Backed Securities Index. BarCap US Credit Listed for corporate bond-general and high-quality funds.This index tracks the returns of all publicly issued,fixed-rate,nonconvertible,dollar-denominated,SEC-registered,investment-grade corporate debt. BarCap US MBS Includes 15-and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association(GNMA). BarCap US Government Bond Listed for government-bond general and Treasury funds because it tracks the returns of U.S.Treasuries,agency bonds,and one-to three-year U.S.government obligations. This index is effective for tracking portfolios holding non-mortgage government securities. BarCap US Govt 1-3 Yr Comprised of both the Treasury Bond index(all public obligations of the U.S.Treasury,excluding flower bonds and foreign-targeted issues)and the Agency Bond Index (all publicly issued debt of U.S.Government agencies and quasi-federal corporations and corporate-debt guaranteed by the U.S.Government). A benchmark index is not actively managed,does not have a defined investment objective,and does not incur fees or expenses.Therefore,performance of an Index Fund will generally be less than its benchmark index.You cannot invest directly in a benchmark index. Data Source:Morningstar Direct® S&P 500®Index is a registered trademark of Standard&Poor's Financial Services LLC("Standard&Poor's),and is an unmanaged index considered indicative of the domestic Large-Cap equity market. S&P 400®Index is a registered trademark of Standard&Poor's Financial Services LLC("Standard&Poor's),and is an unmanaged index considered indicative of the domestic Mid-Cap equity market. Please refer to the Appendix page for additional disclosures ©2015 Morningstar,Inc.All Rights Reserved. al FOR PLAN SPONSOR USE ONLY-NO USE WITH PLAN PARTICIPANTS Not intended as an offer or solicitation of securitie ised Assets Group,LLC or any of its affiliates. • ' Page 4 • • ! APPENDIX A ADDITIONAL DISCLOSURES i s i ` s I is G R O U P 3. Foreign investments involve special risks, including currency fluctuations and political developments. 4. Specialty funds limit the number of issuers in which they invest and are generally non-diversified. 5. Equity securities of small-sized companies may be more volatile than securities of larger, more established companies. 6. Index funds are not provided an overall rating as their objective is to track their respective index, not to outperform managed funds. 7. An investment in a money market fund, if part of the fund lineup, is not insured or guaranteed by the Federal Deposit Insurance Corporation. Although the fund seeks to preserve the value of your investment at$1.00 per share, it is possible to lose money by investing in the fund. 8. Equity securities of medium-sized companies may be more volatile than securities of larger, more established companies. 9.A bond fund's yield, share price, and total return change daily and are based on changes in interest rates, market conditions, economic and political news, and the quality and maturity of its investments. In general, bond prices fall when interest rates rise, and vice versa. Great-West Funds and Putnam Funds are affiliates of Great-West Life&Annuity Insurance Company, First Great-West Life&Annuity Insurance Company, White Plains, New York, and their subsidiaries and affiliates. Some of the Great-West Portfolios are managed by sub advisors who manage retail mutual funds, the Portfolios are not directly related to any mutual funds. Consequently, investment performance and other features of retail mutual funds and any similarly named Maxim Portfolio may differ substantially. PLAN SPONSOR USE ONLY-NOT FOR USE WITH PARTICIPANTS Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. Page 11 of 14 APPENDIX B - GLOSSARY A E)v E S E. O ASSETS 12b-1 Fee The maximum annual charge deducted from fund assets to pay for distribution and marketing costs.Although usually set on a percentage basis,this amount will occasionally be a flat figure. Actively managed A fund attempts to add portfolio value through such active investment techniques as sector allocation(top-down)and/or security selection(bottom-up). Aggressive Growth(Objective)Funds that seek high growth of capital. Investments may include smaller companies,companies in newly-emerging industries or in special situations(i.e.,turnaround,mergers&acquisitions,etc.). Alpha is the coefficient that measures the portion of an investment's return arising from non-market or unsystematic risk. In actively managed portfolios,alpha is considered to be the value added by the manager through sector or security selection. A negative alpha would indicate that active management had produced less-than-market returns. Annual Returns Total returns calculated on a calendar-year basis.The annual return for a fund will be the same as its trailing 12-month total return only at year-end. Annualized Returns Returns for periods longer than one year are expressed as"annualized returns."This is equivalent to the compound rate of return which,over a certain period of time,would produce a fund's total return over that same period. Asset Allocation(Objective)Funds that seek high total return by investing in a mix of equities,fixed-income securities and money market instruments. Barclays Capital Aggregate Index Composed of the Barclays Capital Govt/Credit Index,the Mortgage-Backed Securities Index,and the Asset-Backed Securities Index. The returns published for the index are total returns,which include reinvestment of dividends. Barclays Capital Government Bond Index Listed for government-bond general and Treasury funds.Because it tracks the returns of U.S.Treasuries,agency bonds, and one-to three-year U.S.government obligations,this index is effective for tracking portfolios holding non-mortgage government securities.The returns published for the index are total returns,which include reinvestment of dividends. Basis Point One-hundredth of a percentage point.For example,50 basis points equals.50%. Beta also known as market or systematic risk,beta is the coefficient that measures an investment's volatility relative to"the market"(the S&P 500 Index has a beta of 1.00) as a whole. Portfolios with a beta greater than 1.00 will move higher or lower than the market as a whole,while those with betas of less than 1.00 will move less than the market. Bond funds Contrary to individual bonds,which offer a guaranteed rate of return,bond funds are variable funds and their returns may rise or fall depending on market conditions. Funds with 70%or more of their assets invested in bonds are classified as Bond Funds.Bond funds are divided into two main groups:Taxable Bond and Municipal Bond.Taxable Bond Fund categories include the following:Long-Term Government,Intermediate-Term Government,Short-Term Government, Long-Term Bond,Intermediate-Term Bond,Short-Term Bond,Ultrashort-Bond,International-Bond,High-Yield Bond,Emerging-Markets Bond and Multisector Bond. Capital Appreciation The market rise in share value of a company as it experiences growth in earnings and/or assets. By extension,funds will experience capital appreciation as the underlying securities in their portfolios appreciate in value. Capitalization The total market value of all stock issued by a company. Funds are frequently categorized by the market capitalization of the stocks in their portfolios;i.e.,"small cap"generally refers to companies valued by the market at less than$1 billion,"Mid-cap"to companies valued between$1 billion and$5 billion, and"Large-cap"to companies valued at more than$5 billion. Corporate Bond--General(Objective)Funds that seek income by investing in fixed-income securities.Funds with this objective may hold a variety of issues, 1 including but not limited to government bonds,high-quality corporates,mortgages,asset-backeds,bank loans and junk bonds. Corporate Bond--High Yield(Objective)Funds that seek income by generally investing 65%or more of their assets in bonds rated below BBB.The price of these issues is generally affected more by the condition of the issuing company(similar to a stock)than by the interest-rate fluctuation that usually causes bond prices to move up and down. Diversification The investment practice of spreading assets in a portfolio among a number of different companies,industries,sectors and/or instruments. Under Modern Portfolio Theory,the practice of diversification may assist an investor in reducing overall portfolio risk and evening out portfolio returns. Domestic equity funds are placed in a category based on the style and size of the stocks they typically own.The style and size parameters are based on the divisions used in the investment style box:Value,Blend,or Growth style and Small,Medium,or Large median market capitalization. Duration A measure of the sensitivity of the price of a fixed-income security to a change in interest rates.Duration is expressed as a number of years. Duration is a measure of interest rate risk.The larger the duration number,the greater the interest rate risk or reward for bond prices. Equity-Income(Objective)Funds that are expected to pursue current income by investing at least 65%of their assets in dividend-paying equity securities. Excess Returns The percentage of fund assets paid for operating and administrative expenses,as well as management fees. Fund expenses are reflected in a Fund's NAV. Expense Ratio The percentage of fund assets paid for operating expenses and management fees,including 12b-1 fees,administrative fees,and all other asset-based costs incurred by the fund,except brokerage costs.Fund expenses are reflected in the fund's NAV.Sales charges are not included in the expense ratio. PLAN SPONSOR USE ONLY-NOT FOR USE WITH PARTICIPANTS Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. 0 • *0f14 711 911 6 f F n,h n r rr-1 , rl 1 ,6T i, rl- • • • AD ItiI 1) ‘ s ' 1 15 APPENDIX GLOSSARY (CONT'.) GROUP Foreign Stock Category An international fund having no more than 10%of stocks invested in the United States. Fund of Funds A fund that specializes in buying shares in other mutual funds rather than individual securities.Quite often this type of fund is not discernible from its name alone,but rather through prospectus wording(i.e.:the fund's charter). Government Bond--General(Objective)Offerings that pursue income by investing in a combination of mortgage-backed securities,Treasuries,and agency securities. Growth(Objective)Funds that pursue capital appreciation by investing primarily in equity securities.Current income,if considered at all,is a secondary concern. Growth and Income(Objective)Growth of capital and current income are near-equal objectives for these funds.Investments are typically selected for both appreciation potential and dividend-paying ability. Index Fund A fund that tracks a particular index and attempts to match returns.While an index typically has a much larger portfolio than a mutual fund,the fund's management may study the index's movements to develop a representative sampling,and match sectors proportionately. Information Ratio Is an alternative to the Sharpe Ratio for measuring the risk-adjusted performance of a portfolio.It is calculated by subtracting the benchmark (usually an index)from the return of the portfolio as a whole,then dividing by the tracking error(standard deviation of the difference between portfolio returns and the returns of the index).The higher the Information Ratio,the better the more consistent a manager is. International Equity Funds with 40%or more of their equity holdings in foreign stocks(on average over three years)are placed in the international equity class.These categories include Europe,Japan,International Hybrid,Latin America,Diversified Pacific,Pacific ex.Japan,Specialty Precious Metals,Diversified Emerging Markets, World Stock,and Foreign Stock.Foreign investments involve special risks,including currency fluctuations and political developments. Life Cycle These funds are geared toward investors of a certain age or with a specific time horizon for investing.Typically they are grouped together in sets(i.e.conservative, moderate,and aggressive portfolios). Management Fees The management fee is the percentage deducted from fund assets to pay an advisor or subadvisor.Often,as the fund's net assets grow,the percentage deducted for management fees decreases.For example,a particular fund may report a management fee of 0.40%on the first $500 million in assets,0.35%on all assets between$500 million and$1 billion,and 0.30%on assets in excess of$1 billion.Thus,if the fund contains$1.5 billion in total net assets,the advisor scales back its management fees accordingly.Alternatively,the fund may compute the fee as a flat percentage of average net assets. The management fee might also come in the form of a group fee(G),a performance fee(P),or a gross income fee(I).Note:The management fee is just one(albeit a major)component of a fund's costs.The overall expense ratio is the most useful number for investors.Actual fees are also noted in this section. Morningstar was founded in 1984 to provide investors with useful information for making intelligent,informed investment decisions.The company's first product, originally named the Mutual Fund Sourcebook,proved to be innovative in its ability to tap into an underserved market.Soon a demand grew for an even more in-depth and analytical publication,leading to the launch of Morningstar Mutual Funds in late 1986.Morningstar and Advised Assets Group are separate and unaffiliated. The Morningstar name is a registered mark of Morningstar.Marks used in conjunction with Morningstar products or services are the property of Morningstar or its subsidiaries. Morningstar Category identifies funds based on their actual investment styles as measured by their underlying portfolio holdings(portfolio statistics and compositions over the past three years).If the fund is new and has no portfolio,we estimate where it will fall before assigning a more permanent category.When necessary,we may change a category assignment based on current information. MSCI EAFE Ndtr_D Listed for foreign stock funds(EAFE refers to Europe,Australasia,and Far East).Widely accepted as a benchmark for international stock performance, the EAFE Index is an aggregate of 21 individual country indexes that collectively represent many of the major markets of the world.Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes,but exclude special tax credits declared by companies.In addition,Ndtr_D indexes subtract withholding taxes retained at the source,for foreigners who do not benefit from a double taxation treaty.The returns published for the index are total returns,which include reinvestment of dividends. MSCI World Ndtr_D Includes all 23 MSCI developed market countries.Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes,but exclude special tax credits declared by companies.In addition,Ndtr_D indexes subtract withholding taxes retained at the source,for foreigners who do not benefit from a double taxation treaty. Mutual fund An investment option that pools money from many shareholders and invests it in a group of stocks,bonds,or other securities.Also known as an open-end investment management company,mutual funds are securities required to be registered with the SEC. PLAN SPONSOR USE ONLY-NOT FOR USE WITH PARTICIPANTS Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. Page 13 of 14 ADVISE I) ASSETS APPENDIX B GLOSSARY (CONT.) S R O P NAV Stands for net asset value,which is the fund's share price.Funds compute this value by dividing the total net assets by the total number of shares. Net Assets The month-end net assets of the mutual fund,recorded in millions of dollars.Net-asset figures are useful in gauging a fund's size,agility,and popularity.They help determine whether a small company fund,for example,can remain in its investment-objective category if its asset base reaches an ungainly size. Overall Rating The equal weighted average of the Return Composite and the Sharpe Composite. The Return Composite is the equal weighted average of the 3,5,and 10 year category return percentiles. The Sharpe Composite is the equal weighted average of the 3 and 5 year category sharpe percentiles. Prospectus A fund's formal written statement,generally issued on an annual basis.In this statement the fund sets forth its proposed purposes and goals,and other facts (e.g.:history and investment objective)that an investor should know in order to make an informed decision. Prospectus Objective Indicates a particular fund's investment goals,based on the wording in a fund's prospectus. R-squared(R2)measures the degree to which movement in one variable is related to the movement in another variable. Portfolios with a high R-squared will react similarly to various market conditions. By combining investments with low correlations,an investor can reduce the overall risk within a portfolio. Risk Basically there are four types of risk:1)inflation risk means your money may not earn enough in the long run because as prices go up the value of your money goes down; 2)market risk means you could lose money because the price of a stock may go down;3)credit risk means a company or organization that borrowed your money may not be able to pay it back;and 4)interest rate risk means you could lose money because as interest rates go up the value of bond investments goes down. Russell 1000 Consists of the 1000 largest companies within the Russell 3000 index.Also known as the Market-Oriented Index,because it represents the group of stocks from which most active money managers choose.The returns published for the index are total returns,which include reinvestment of dividends. Russell 1000 Growth Market-capitalization weighted index of those firms in the Russell 1000 with higher price-to-book ratios and higher forecasted growth values.The Russell 1000 includes the largest 1000 firms in the Russell 3000,which represents approximately 98%of the investable US equity market. Russell 1000 Value Market-capitalization weighted index of those firms in the Russell 1000 with lower price-to-book ratios and lower forecasted growth values.The Russell 1000 includes the largest 1000 firms in the Russell 3000,which represents approximately 98%of the investable US equity market. Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index,representing approximately 7%of the Russell 3000 total market capitalization.The returns published for the index are total returns,which include reinvestment of dividends. Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecasted growth values.The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations.The Russell 3000 Index represents 98%of the of the investable US equity market. Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values.The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations.The Russell 3000 Index represents 98%of the of the investable US equity market. Share Classes Shares of the same fund that offer different shareholder rights and obligations,such as different fee and load charges.Common share classes are A (front-end load),B(deferred fees),C(no sales charge and a relatively high annual 12b-1 fee,such as 1.00%).Multi-class funds hold the same investment portfolio for all classes,and differ only in their surrounding fee structure. Sharpe Ratio measures the risk-adjusted performance of a portfolio. It is calculated by subtracting the risk-free rate of return(i.e.,the return on treasury bills)from the return of the portfolio as a whole,then dividing by the standard deviation of the returns. The higher the Sharpe Ratio,the better the risk-adjusted performance of the portfolio. Sortino Ratio is similar to the Sharpe Ratio,except that it uses downside deviation for the denominator instead of standard deviation. This alternative to the Sharpe Ratio provides a risk-adjusted measure of a security or fund's performance without penalizing it for upward price movements. Standard Deviation A statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over a certain period of time. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility. Tax-deferred earnings You don't have to pay taxes on any earnings in your defined contribution plan until you withdraw your money.The money in a defined contribution plan can grow faster than with other types of savings plans,because the eamings you accumulate,if any,are also tax-deferred. Turnover Ratio A measure of the percentage of holdings that have been"turned over"--replaced with other holdings--within a portfolio during the course of a year. Variable funds Investments that fluctuate with market conditions.Unlike guaranteed investments,such as bonds or CDs,variable funds don't guarantee a specific rate of return.They do offer potential for higher earnings in return for higher degree of market risk. World Stock Category An international fund having more than 10%of stocks invested in the US.Also known as global funds.Foreign Investments involve special risks,including currency fluctuations and political developments. PLAN SPONSOR USE ONLY-NOT FOR USE WITH PARTICIPANTS Not intended as an offer or solicitation of securities by Advised Assets Group,LLC or any of its affiliates. • • 014 of 14 AllianzGl NFJ Small-Cap Value �- Admin EMPOWER RETIREMENT V • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks long-term growth of capital and income. The fund normally invests at least 80% Risk Rating. The Asset Category volatility is of its net assets(plus borrowings made for investment purposes) in common stocks and other equity based on the average standard deviation of securities of companies with smaller market capitalizations. The managers currently consider smaller investment options in this asset category. market capitalization companies to be companies with market capitalizations of between$100 million and Investment $4 billion.The fund normally invests significantly in securities of companies that the portfolio managers expect will generate income(for example,by paying dividends). • Low Moderate High 3 t A Risk Profile v Asset Category = Small-cap investments may be most appropriate for someone willing to accept a high degree of market *For illustrative purposes only. volatility in exchange for greater potential returns over time.Stock investments tend to be more volatile v The Asset Category volatility measure will than bond,stable value or money market investments.Equity securities of small-sized companies may -a always be displayed.If the Investment be more volatile than securities of larger,more established companies. volatility measure is not displayed, the investment may have fewer than three years Asset Allocation' Equity Sector Diversification of history or the data may not be available. %of Assets Morningstar Style4 Financial Svc 22.32 • Stock Industrials 20.51 Style/Capitalization 1.14% Basic Materials 14.07 Small Value 4.58% Consumer Cyclical 10.96 4.61% Energy 7.75 11111 Large Consumer Defensive 7.0713 Technology 5.94 CD Mid Real Estate 5.68 Q m Healthcare 3.08 Small 89.67% Utilities 1.59 Q Value Blend Growth Communication Svc 1.03 5 on Od Issuer Largest Holdings o Allianz Funds %of Assets Investment Adviser %of Assets World Fuel Services Corp 1.44 0 Allianz Global Inv Fund Mgmt LLC IN U.S. Stock 89.67 Western Refining Inc 1.43 cn Portfolio Managers ■ Non U.S. Stock 4.61 Ingredion Inc 1.33 Commercial Metals Co 1.26 Team Managed ■ Cash 4.58 Babcock & Wilcox Co 1.24 Asset Category ❑ Other 1.14 Orbital ATK Inc 1.24 Royal Gold Inc 1.23 Small Value Geographic Diversification American Financial Group Inc 1.21 %of Assets Mentor Graphics Corp 1.20 United States 95.11 Triumph Group Inc 1.20 Canada 4.39 Percent of Total Net Assets 12.80% Israel 0.41 Number of Holdings 139 United Kingdom 0.08 Portfolio Turnover(%) 29.00% Bond Sector Diversification %of Assets Cash & Equivalents 100.00 .;t Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker 1.03% 1.11% $888.256 11/01/1995 03/31/2015 PVADX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 AllianzGl NFJ Small-Cap Value Admin GP19/354724566 AllianzGl NFJ Small-Cap Value �� Admin EMPOWER RETIREMENT Volatility Meter* III The Investment volatility is a function of the Risk Statistics (3 Year) investment option's Morningstar 3-year Alpha -4.49 Risk Rating. The Asset Category volatility is Beta 1.10 based on the average standard deviation of R-Squared 80.06 investment options in this asset category. Sharpe Ratio 1.06 Investment Standard Deviation 11.76 V ^Risk Statistics are measured using the Russell Low Moderate High 2000 Value TR USD benchmark,where A applicable.The rating,risk,and return values v Asset Category are relative to each fund's asset category. *For illustrative purposes only. For more information about this DJ The Asset Category volatility measure will investment option please go to always be displayed.If the Investment www.allianzinvestors.com. volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Style° • Stock Style/Capitalization Small Value Large CD o Mid Q M Small = Q Value Blend Growth Fund Issuer OJ Allianz Funds w Investment Adviser o Allianz Global Inv Fund Mgmt LLC 01 Portfolio Managers Team Managed Asset Category Small Value Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker 1.03% 1.11% $888.256 11/01/1995 03/31/2015 PVADX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 AllianzGl NFJ Small-Cap Value Admin GP19/354724566 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below lilt Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style g(those stocks for value and growth, the value are nto both stocks and nor growth characteristics lios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a mle ox ixtureresents the of growth and „Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios.In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe.It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard III deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed”and/or as it is provided by the data source.Where data obtained from Morningstar. "Stable Value"when shown. ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to Core securities,when offered,are offered through GWFS Equities,Inc. Morningstar and/or its content providers;(2)may not be copied or distributed; and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a and(3)is not warranted to be accurate,complete or timely.Neither Morningstar wholly owned subsidiary of Great-West Life&Annuity Insurance Company. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Holdings and composition of holdings are subject to change. A benchmark index is not actively managed,does not have a defined investment *The ticker symbol displayed may refer to the underlying mutual fund available as objective,and does not incur fees or expenses.Therefore,performance of a fund an investment option through a variable annuity and held in a separate account will generally be less than its benchmark index. You cannot invest directly in a of Great-West Life & Annuity Insurance Company, Corporate Headquarters: benchmark index. Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance The responsibility for the content contained in the website(s)provided(if shown) Company of New York, Home Office: White Plains, NY. Fees and expenses for is entirely that of the website owner.Endorsement is neither declared nor implied. investment options offered through a separate account may be higher than those Fee and performance information on the website(s) listed may differ for funds associated with the underlying fund. Please refer to the annuity contract and/or offered through an individual or group variable annuity. other disclosure documents for detailed information. GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the Funds may impose redemption fees and/or transfer restrictions,if assets are held investment option provider for providing certain recordkeeping, distribution and ,.for less than the published holding period. For more information,see the fund's administrative services. prospectus and/or disclosure documents. Empower RetirementTM refers to the products and services offered in the Putnam mutual funds are distributed by Putnam Investments,LLC and managed fetirement markets by Great-West Life&Annuity Insurance Company(GWL&A), by Putnam Investmentf NY and Management,bsidiLLC,andbdta of which are affiliates of GWL&A Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity and GWL&A of NY their subsidiaries affiliates. Insurance Company of New York, Home Office: White Plains, NY; and their 'The allocations shown here are subject to change. The fund allocations are subsidiaries and affiliates. The trademarks, logos, service marks, and design based on an investment strategy based on risk and return. elements used are owned by GWL&A. 4 The Morningstar Style BoxT^^ reveals a fund's investment strategy. For equity U.S.Treasury securities,where listed,are guaranteed as to the timely payment funds,the vertical axis shows the market capitalization of the stocks owned,and of principal and interest if held to maturity. Investment options are neither issued the horizontal axis shows investment style (value, blend or growth). For fixed- nor guaranteed by the U.S.government. income funds, the vertical axis shows the average credit quality of the bonds emarks, logos,service marks,and design elements used are owned by owned, and the horizontal axis shows interest rate sensitivity as measured by a spective owners and are used bybond's duration(short,intermediate or lon p permission. For interest-rate sensitivity,Morningstar obtains from fund companies the T nception Date listed is the date the fund began operations.The Data average effective duration.Generally,Morningstar classifies a fixed-income Effective Date is the date for which the most current data is available.The fund's interest-rate sensitivity based on the effective duration of the Morningstar Period Ending Date is the date for which the fund fact sheet is produced. Core Bond Index(MCBI),which is currently three years.The classification Although data is gathered from reliable sources,the completeness or accuracy of Limited will be assigned to those funds whose average effective duration of the data shown cannot be guaranteed.All information is the most current is between 25%to 75%of MCBI's average effective duration;funds whose FUNDOV 05/13/2015 Page 3 of 4 123114 AllianzGl NFJ Small-Cap Value Admin GP19/354724566 Glossary & Investment Option Disclosures average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These • breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i)Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • FUNDOV 05/13/2015 Page 4 of 4 123114 AllianzGl NFJ Small-Cap Value Admin GP19/354724566 American Funds Europacific Growth R4 EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks long-term growth of capital.The fund invests primarily in common stocks of issuers Risk Rating. The Asset Category volatility is in Europe and the Pacific Basin that the investment adviser believes have the potential for growth. based on the average standard deviation of Growth stocks are stocks that the investment adviser believes have the potential for above-average investment options in this asset category capital appreciation. It normally invests at least 80%of net assets in securities of issuers in Europe and the Pacific Basin.The fund may invest a portion of its assets in common stocks and other securities of Investment companies in countries with developing economies and/or markets. Low I Moderate I High A Risk Profile cp Asset Category International investments may be most appropriate for someone looking for greater potential returns *For illustrative purposes only. and willing to accept a higher degree of risk. International investments may provide diversification for a 0 The Asset Category volatility measure will domestic portfolio.Foreign investments involve special risks,including currency fluctuations and political co always be displayed.If the Investment developments. - volatility measure is not displayed,the investment may have fewer than three years Asset Allocation' Bond Sector Diversification of history or the data may not be available. %of Assets Morningstar Style4 Cash & Equivalents 86.93 • Stock Corporate 9.45 Style/Capitalization 0.39% Government/Agency 3.61 Large Growth La 2% Preferred 0.01 2.44% Large 9'42% Equity Sector Diversification 7 Mid o 0 m Financial Svc %of Assets 21.53 Small 86.73% Technology 15.55 a Value Blend Growth Healthcare 15.05 c5 Consumer Cyclical 11.77 d Issuer Industrials 9.02 0 co American Funds Communication Svc 8.51 w Investment Adviser %of Assets Consumer Defensive 8.19 N Basic Materials 3.54 o Capital Research and Management ■ Non U.S. Stock 86.73 Energy 2.49 cn Company • Cash 9.42 Real Estate 2.18 Portfolio Managers ■ Other 2.44 Utilities 2.16 Team Managed ■ Preferred 1.02 Largest Holdings Asset Category ❑ U.S. Bond 0.39 9 ry %of Assets Foreign Large Growth Geographic Diversification Novo Nordisk NS B 4.33 of Assets Bayer AG 2.61 SOFTBANK Corp 2.42 United Kingdom 15.82 Novartis AG 2.35 Japan 13.88 Prudential PLC 1.82 France 9.50 Barclays PLC 1.74 India 8.29 HDFC Bank Ltd 1.50 China 6.82 Murata Mfg Co Ltd 1.40 Germany 6.37 AIA Group Ltd 1.36 • Switzerland 6.32 Nintendo Co Ltd 1.36 Denmark 5.43 Percent of Total Net Assets 20.90% Hong Kong 5.33 Canada 2.82 Number of Holdings 473 Portfolio Turnover(%) 28.00% .at Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .84% .84% $13,487.674 06/07/2002 03/31/2015 REREX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 American Funds Europacific Growth R4 GP19/354724793 American Funds Europacific -� Growth R4 EMPOWER RETIREMENT 41111 - Volatility Meter* Risk Statistics (3 Year)" The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 3.62 Risk Rating.The Asset Category volatility is Beta 0.88 based on the average standard deviation of R-Squared 93.81 investment options in this asset category. Sharpe Ratio 0.86 - Investment Standard Deviation 11.39 • V ^Risk Statistics are measured using the MSCI n Low Moderate High ACWI Ex USA NR USD benchmark,where 0) A applicable.The rating,risk,and return values 3 , Asset Category are relative to each fund's asset category. v *For illustrativeoses u only.P rP y For more information about this D The Asset Category volatility measure will investment option please go to v always be displayed.If the Investment www.americanfunds.com. volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Style4 Stock • Style/Capitalization Large Growth Large —, F Mid O Q m Small D CL Value Blend Growth �= Fund Issuer W American Funds w Investment Adviser o Capital Research and Management c;, Company Portfolio Managers Team Managed Asset Category Foreign Large Growth y Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .84% .84% $13,487.674 06/07/2002 03/31/2015 REREX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 American Funds Europacific Growth R4 GP19/354724793 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below 11111 Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style(thosestocks for value and growth, value are nto both stocks and nor growth characteristics iclios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a le box mixture resents the of growth and re Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard • deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or will generally be less than its benchmark index. You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM refers to the products and services offered in the and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC,is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design 'The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity.Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office:White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are 'prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) 'The Morningstar Style BoxTM reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned,and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short, intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest-rate sensitivity,Morningstar obtains from fund companies the Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to gstar and/or its content providers;(2)may not be copied or distributed; average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar a )is not warranted to be accurate,complete or timely.Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classification nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information. Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 3 of 4 123114 American Funds Europacific Growth R4 GP19/354724793 Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: _ greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. Y _ 4110 • -P- FUNDOV 05/13/2015 Page 4 of 4 123114 American Funds Europacific Growth R4 GP19/354724793 BlackRock Health Sciences Opps Instl EMPOWER RETIREMENT - atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks to provide long-term growth of capital. The fund invests at least 80% of its Risk Rating.The Asset Category volatility is total assets in equity securities, primarily common stock, of companies in health sciences and related based on the average standard deviation of industries. The health sciences sector can include companies in health care equipment and supplies, investment options in this asset category health care providers and services,biotechnology,and pharmaceuticals. It concentrates its investments (i.e., invest more than 25% of its assets) in health sciences or related industries, and may invest in ^ Investment companies located in non-U.S.countries.The fund is non-diversified. Low I Moderate High Cl) Risk Profile 0 Asset Category n The investment may be most appropriate for someone looking for greater potential returns and willing -• *For illustrative purposes only. to accept a higher degree of risk. Specialty funds that invest in a specific industry sector may be more The Asset Category volatility measure will volatile than funds with more diversified investments. `.< always be displayed.If the Investment volatility measure is not displayed, the Asset Allocation' Equity Sector Diversification investment may have fewer than three years %of Assets of history or the data may not be available. Healthcare 99.29 Morningstar Style4 Technology 0.51 • Stock 0.49% Industrials 0.20 Style/Capitalization 2.16% Large Growth 14.52% Largest Holdings 0,.of Assets -D Large N Biogen Inc 3.62 0. Mid 82 83% Celgene Corp 3.23 a Actavis PLC 3.20 m Small UnitedHealth Group Inc 3.17 a Value Blend Growth Medtronic PLC 3.04 cQ Issuer Amgen Inc 2.85 Od Bristol-Myers Squibb Company2.72 03 0 BlackRock McKesson Corp 2.61 w %of Assets Eli Lilly and Co 2.49 Investment Adviser U.S. Stock 82.83 Alexion Pharmaceuticals Inc 2.33o BlackRock Advisors LLC MI Non U.S. Stock 14.52 Percent of Total Net Assets 29.26% 01 Portfolio Managers ■ Cash 2.16 Number of Holdings 120 Xie/Callan I I Other 0.49 Portfolio Turnover(%) 57.00% Asset Category Geographic Diversification Health Risk Statistics (3 Year)A %of Assets United States 85.08 Alpha 19.74 Ireland 4.26 Beta 0.71 Switzerland 3.08 R-Squared 44.61 United Kingdom 2.50 Sharpe Ratio 2.44 Canada 1.96 Standard Deviation 11.23 Israel 1.62 ^Risk Statistics are measured using the Russell Germany 0.82 3000/Health Care TR USD benchmark,where Japan 0.52 applicable.The rating, risk,and return values France 0.09 are relative to each fund's asset category. Denmark 0.04 For more information about this investment Bond Sector Diversification option please go to www.blackrock.com. of Assets Cash & Equivalents 100.00 .st Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .91% .91% $1,518.370 10/16/2000 03/31/2015 SHSSX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 3 123114 BlackRock Health Sciences Opps Inst) GP19/354725297 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low.Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by b Alpha positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style '4k cateEquity We style(thosestocks for value and growth, the value are nto both stocks and nor growth characteristics rilios.However,dominate);forfor stocks,the central column of the portfolios,it represents the blend style(a le box m mixture of growth and esents the re Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios.In general,a growth-oriented r fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe.It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns.If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or will generally be less than its benchmark index. You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM' refers to the products and services offered in the and/or other broker dealers.GWFS Equities,Inc.,Member FINRA/SIPC,is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design 'The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity.Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office:White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks,logos,service marks,and design elements used are owned by GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) °The Morningstar Style BoxTM reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned, and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short,intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest-rate sensitivity,Morningstar obtains from fund companies the ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to average effective duration.Generally,Morningstar classifies a fixed-income Morningstar and/or its content providers;(2)may not be copied or distributed; fund's interest-rate sensitivity based on the effective duration of the Morn r and(3)is not warranted to be accurate,complete or timely.Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classificatio nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information. Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 2 of 3 123114 BlackRock Health Sciences Opps Instl GP19/354725297 Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than Ors but less than 7 years;and(iii)Extensive:more than 7 years.In addition, -US taxable and non-US domiciled fixed income funds static duration br points are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. e ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • FUNDOV 05/13/2015 Page 3 of 3 123114 BlackRock Health Sciences Opps Instl GP19/354725297 V Fidelity(R) Contrafund(R) EMPOWER RETIREMENT `t• atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks capital appreciation. The fund normally invests primarily in common stocks. It Risk Rating.The Asset Category volatility is invests in securities of companies whose value the advisor believes is not fully recognized by the public. based on the average standard deviation of The fund invests in domestic and foreign issuers. It invests in either"growth"stocks or"value"stocks investment options in this asset category or both. The fund uses fundamental analysis of factors such as each issuer's financial condition and industry position,as well as market and economic conditions to select investments. , Investment V Low I Moderate High Risk Profile v t Asset Category Large-cap investments may be most appropriate for someone willing to accept some degree of market (.D volatility in return for potential long-term capital growth.Stock investments tend to be more volatile than *For illustrative purposes only. bond,stable value or money market investments. v The Asset Category volatility measure will always be displayed.If the Investment Asset Allocation' Bond Sector Diversification volatility measure is not displayed,the ° investment may have fewer than three years /°of Assets of history or the data may not be available. Cash & Equivalents 56.30 Preferred 36.18 Morningstar Style4 0.03% BankLoan 2.82 • Stock 0.07% FutureForward 2.47 Style/Capitalization 0.61% Corporate 2.22 Large Growth 8.772% Equity Sector Diversification 7 Large c-, Mid 89.5596 Technology 23.99 Q Healthcare of Assets 19.61 m Small Financial Svc 19.41 a Value Blend Growth Consumer Cyclical 15.62 co d Issuer Industrials 8.51 IllkConsumer Defensive 6.25 Co 0 Fidelity Investments %of Assets Basic Materials 2.71 -E-.3 Investment Adviser llU.S. Stock 89.55 Energy 1.98 N ■ Non U.S. Stock 8.72 Communication Svc 1.37 0 Fidelity Management& Research • Cash 1.01 Real Estate 0.54 cn Company Portfolio Managers E] Preferred 0.62 Largest Holdings 9 • U.S. Bond 0.07 William Danoff ❑ Non U.S. Bond 0.03 %of Assets Asset Category Berkshire Hathaway Inc Class A.. 4.69 le Inc 3.85 Large Growth Geographic Diversification Wells Fargo & Co 3.42 %of Assets Facebook Inc Class A 3.29 United States 91.10 Biogen Inc 3.09 United Kingdom 1.92 Google Inc Class A 2.52 Canada 1.53 Google Inc Class C 2.51 Ireland 0.99 Walt Disney Co 2.12 1 China 0.75 Colgate-Palmolive Co 1.83 India 0.67 Visa Inc Class A 1.79 Netherlands 0.64 Percent of Total Net Assets 29.13% • Switzerland 0.40 Israel 0.39 Number of Holdings 345 Hong Kong 0.31 Portfolio Turnover(%) 45.00% .at Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .64% .64% $77,110.873 05/17/1967 02/28/2015 FCNTX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Fidelity(R)Contrafund(R) GP19/354720438 V Fidelity(R) Contrafund(R) EMPOWER _ RETIREMENT - VolatilityMeter* Risk Statistics (3 Year)^ The Investment volatility is a function of the investment option's Momingstar 3-year Alpha 0.60 - Risk Rating.The Asset Category volatility is Beta 0.94 based on the average standard deviation of R-Squared 84.20 investment options in this asset category. Sharpe Ratio 1.54 Investment Standard Deviation 9.77 V ^Risk Statistics are measured using the S&P r Low Moderate High 500 TR USD benchmark,where applicable. v A The rating, risk,and return values are relative to (o , Asset CategoryCD each fund's asset category. _- 0 *For illustrative purposes only. Co - TheAssetCategoryvolatilitymeasurewill Bond Characteristics - always be displayed.If the Investment volatility measure is not displayed,the Average Coupon Rate 6.400/o investment may have fewer than three years of history or the data may not be available. Maturity Allocation Morningstar Style4 %of Assets Stock 1 - 3 Years 23.22 • l Style/Capitalization 5 - 7 Years 76.78 Large Growth g For more information about this investment Large option please go to www.fidelity.com. (D Mid O Q m Small D Q Value Blend Growth - Fund Issuer w Fidelity Investments w Investment Adviser o Fidelity Management& Research cn Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below 11111k Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style g(those stocks for value and growth, value nor growth characteristics are common to both stocks and lios.dominate);fortor portfol os,it represents the blend the central column of se style(a mle �xturx eresents the of growth and re Box 4 value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios.In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe.It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard III deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar,Inc.,except"Fixed"and/or will generally be less than its benchmark index.You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM refers to the products and services offered in the and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design 'The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity. Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life & Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office:White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the ,their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) °The Morningstar Style BoxTM reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned, and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short, intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest rate sensitivity,Morningstar obtains from fund companies the iiiMorningstar, Inc.All Rights Reserved.The data:(1)is proprietary to average effective duration.Generally,Morningstar classifies a fixed-income gstar and/or its content providers;(2)may not be copied or distributed; fund's interest-rate sensitivity based on the effective duration of the Morningstar is not warranted to be accurate,complete or timely. Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classification nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information. Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 3 of 4 123114 Fidelity(R)Contrafund(R) GP19/354720438 gm Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, III for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. -- Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a -- deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. Y • - r 4 • 7-7- FUNDOV 05/13/2015 Page 4 of 4 123114 Fidelity(R)Contrafund(R) GP19/354720438 Goldman Sachs Mid Cap Valk ____ Inst) EMPOWER RETIREMENT atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks long-term capital appreciation. The fund invests, under normal circumstances, Risk Rating. The Asset Category volatility is at least 80%of its net assets for investment purposes in a diversified portfolio of equity investments in based on the average standard deviation of mid-cap issuers with public stock market capitalizations within the range of the market capitalization of investment options in this asset category. companies constituting the Russell Midcap(R)Value Index at the time of investment.Although it will invest primarily in publicly traded U.S.securities,the fund may invest in foreign securities, including securities Investment of issuers in countries with emerging markets or economies("emerging countries")and securities quoted • Low Moderate High in foreign currencies. ,et Asset Category Risk Profile Q- C *For illustrative purposes only. Mid-cap investments may be most appropriate for someone willing to accept a higher degree of market The Asset Category volatility measure will volatility in exchange for greater potential returns over time.Stock investments tend to be more volatile always be displayed.If the Investment than bond, stable value or money market investments. Equity securities of medium-sized companies volatility measure is not displayed, the may be more volatile than securities of larger,more established companies. investment may have fewer than three years of history or the data may not be available. Asset Allocation' Equity Sector Diversification Morningstar Style5 %of Assets • Stock Financial Svc 22.23 Style/Capitalization Consumer Cyclical 17.08 Mid Value 0.60% Technology 13.12 3.6454 .E Healthcare 9.60 Large Industrials 9.06 Consumer Defensive 7.17 ,. Mid Utilities 6.75 Q rn CD Real Estate 5.91 Small Energy 4.64 a . Value Blend Growth 95.76% Basic Materials 4.21 co d Issuer Communication Svc 0.22 0 w Goldman Sachs Largest Holdings Investment Adviser %of Assets o Goldman Sachs Asset %of Assets Sempra Energy 1.97 �, Management, L.P. • U.S. Stock 95.76 Lincoln National Corp 1.89 Portfolio Managers 0 Cash 3.64 Cigna Corp 1.84 ■ Non U.S. Stock 0.60 Navient Corp 1.83 Team Managed Huntington Bancshares Inc 1.74 Brixmor 1.72 Management Style' Geographic Diversification Gap Inc Property Group Inc 1.68 Actively Managed %of Assets Devon Energy Corp 1.59 Asset Category United States 99.38 Broadcom Corp 1.54 g rY Israel 0.62 FirstEnergy Corp 1.54 Mid-Cap Value Percent of Total Net Assets 17.33% Bond Sector Diversification Number of Holdings 100 1 %of Assets Portfolio Turnover(%) 87.00% Cash & Equivalents 100.00 .;t Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .74% .74% $6,410.087 08/01/1995 03/31/2015 GSMCX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Goldman Sachs Mid Cap Value Instl GP19/354721216 Goldman Sachs Mid Cap Valuer ___ Inst) EMPOWER _ RETIREMENT � 0 till Meter* Volaty Risk Statistics (3 Year)^ The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 1.85 Risk Rating.The Asset Category volatility is Beta 0.96 based on the average standard deviation of R-Squared 87.23 investment options in this asset category. Sharpe Ratio 1.69 Investment Standard Deviation 9.81 __ V ^Risk Statistics are measured using the Russell Low Moderate High Mid Cap Value TR USD benchmark,where K. A applicable.The rating, risk,and return values Q Asset Category are relative to each fund's asset category. C7 0) *For illustrative purposes only. For more information about this - The Asset Category volatility measure will investment option please go to always be displayed.If the Investment www.goldmansachsfunds.com. -_ volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Styles Stock • MI- Style/Capitalization Mid Value Large a Mido - Q - M Small = Value Blend Growth Fund Issuer C.) - Goldman Sachs w Investment Adviser o Goldman Sachs Asset - Management, L.P. -- Portfolio Managers Team Managed - Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style Equity Style styleg(those stocks for value and growth, ne the value are nor to growth characteristics th stocks and ptlios.do nate);forfor portfol os,it represents the blend stylthe central column of the e(ale box m mixture of growth and esents the re Box Avalue stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard • deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or as it is provided by the data source.Where data obtained from Morningstar, "Stable Value"when shown. ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to Core securities,when offered,are offered through GWFS Equities,Inc. Morningstar and/or its content providers;(2)may not be copied or distributed; and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a and(3)is not warranted to be accurate,complete or timely. Neither Morningstar wholly owned subsidiary of Great-West Life&Annuity Insurance Company. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Holdings and composition of holdings are subject to change. The responsibility for the content contained in the website(s)provided(if shown) 'The ticker symbol displayed may refer to the underlying mutual fund available as is entirely that of the website owner.Endorsement is neither declared nor implied. an investment option through a variable annuity and held in a separate account Fee and performance information on the website(s) listed may differ for funds of Great-West Life & Annuity Insurance Company, Corporate Headquarters: offered through an individual or group variable annuity. Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance A benchmark index is not actively managed,does not have a defined investment Company of New York, Home Office:White Plains, NY. Fees and expenses for objective,and does not incur fees or expenses.Therefore,performance of a fund investment options offered through a separate account may be higher than those will generally be less than its benchmark index. You cannot invest directly in a associated with the underlying fund. Please refer to the annuity contract and/or benchmark index. other disclosure documents for detailed information. GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the The Inception Date listed is the date the fund began operations.The Data investment option provider for providing certain recordkeeping, distribution and Effective Date is the date for which the most current data is available.The Period Ending Date is the date for which the fund fact sheet is produced. administrative services. All trademarks, logos,service marks,and design elements used are owned by The allocations shown here are subject to change. The fund allocations are 'their respective owners and are used by permission. based on an investment strategy based on risk and return. U.S.Treasury securities,where listed,are guaranteed as to the timely payment 4A fund that is Actively Managed uses a management approach for the of principal and interest if held to maturity. Investment options are neither issued investment strategy that relies on analytic research,judgment and experience nor guaranteed by the U.S.government. for investment decisions.The Passive management investment approach seeks to replicate the returns of an index,where a fund manager makes as few Funds may impose redemption fees and/or transfer restrictions,if assets are held portfolio decisions as possible,in order to minimize transaction costs, including for less than the published holding period. For more information, see the fund's capital gains.Many passively managed funds mimic the performance of an prospectus and/or disclosure documents. externally specified index.A benchmark index is not actively managed,does Empower RetirementTM refers to the products and services offered in the not have a defined investment objective,and does not incur fees or expenses. ent markets by Great-West Life&Annuity Insurance Company(GWL&A), Therefore,performance of a fund will generally be less than its benchmark ate Headquarters: Greenwood Village, CO; Great-West Life & Annuity index.You cannot invest directly in a benchmark index. Ins rance Company of New York, Home Office: White Plains, NY; and their 5 The Morningstar Style B0xTM reveals a fund's investment strategy. For equity subsidiaries and affiliates. The trademarks, logos, service marks, and design funds,the vertical axis shows the market capitalization of the stocks owned,and elements used are owned by GWL&A. the horizontal axis shows investment style (value, blend or growth). For fixed- Although data is gathered from reliable sources,the completeness or accuracy income funds, the vertical axis shows the average credit quality of the bonds of the data shown cannot be guaranteed.All information is the most current FUNDOV 05/13/2015 Page 3 of 4 123114 Goldman Sachs Mid Cap Value Inst) GP19/354721216 Glossary & Investment Option Disclosures owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration p breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. 4111 • • FUNDOV 05/13/2015 Page 4 of 4 123114 Goldman Sachs Mid Cap Value Instl GP19/354721216 V Hartford Small Company HLS lB EMPOWER RETIREMENT \,ulatility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks growth of capital.The fund seeks its goal by investing primarily in common stocks Risk Rating.The Asset Category volatility is selected on the basis of potential for capital appreciation.Under normal circumstances,its sub-adviser, based on the average standard deviation of Wellington Management Company, LLP, invests at least 80%of its assets in common stocks of small investment options in this asset categoiy capitalization companies.The fund may invest up to 20%of its net assets in securities of foreign issuers Investment and non-dollar securities, and may trade securities actively. The managers define small capitalization companies as companies with market capitalizations within the collective range of the Russell 2000 and Low Moderate High S&P SmallCap 600 Indices. 0) Asset Category Risk Profile v *For illustrative purposes only. Small-cap investments may be most appropriate for someone willing to accept a high degree of market co The Asset Category volatility measure will volatility in exchange for greater potential returns over time.Stock investments tend to be more volatile always be displayed.If the Investment than bond,stable value or money market investments. Equity securities of small-sized companies may volatility measure is not displayed,the be more volatile than securities of larger, more established companies. investment may have fewer than three years of history or the data may not be available. Asset Allocation' Bond Sector Diversification Morningstar Style4 %of Assets • Stock Cash & Equivalents 99.99 Style/Capitalization Corporate 0.01 Small Growth 2.92% 8.06% 1 Equity Sector Diversification 10 Large 8,97% %of Assets c� Mid Industrials 22.62 5 Healthcare 20.72 m Small 80.05% Technology 20.63 a Value Blend Growth Consumer Cyclical 13.64 Real Estate 7.87 00 Illkd Issuer Basic Materials 7.07 w Hartford Mutual Funds Financial Svc 3.75 w Investment Adviser C 2.19 CooConsumer Defensive 1.49 0 Hartford Funds Management %of Assets Utilities 0.05 c;, Company, LLC • U.S. Stock 80.05 Communication Svc 0.02 Portfolio Managers ■ Cash 8.97 Team Managed • Non U.S. Stock 8.06 Largest Holdings Asset Category El Other 2.92 %of Assets Diamond Resorts International Small Growth Geographic Diversification Inc 1.77 %of Assets Headwaters Inc 1.56 United States 90.86 CoStar Group Inc 1.53 Acadia Healthcare Co Inc 1.48 Canada 3.65 India 1.65 Graphic Packaging Holding Co.... 1.46 Australia 1.32 Masonite International Corp 1.38 Ireland 1.19 Tyler Technologies Inc 1.35 Imax Corp 1.32 Luxembourg 0.66 Singapore 0.50 Insulet Corp 1.30 • United Kingdom 0.28 Trinet Group Inc 1.30 British Virgin Islands 0.24 Percent of Total Net Assets 14.45% Switzerland 0.03 Number of Holdings 330 Portfolio Turnover(%) 90.00% .t Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .96% .96% $128.410 04/01/1998 03/31/2015 HDMBX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Hartford Small Company HLS IB GP19/354721323 Hartford Small Company HLS IB EMPOWER RETIREMENT VolatilityMeter* • • Risk Statistics (3 Year) The Investment volatility is a function of the investment option's Morningstar 3-year Alpha -0.94 Risk Rating.The Asset Category volatility is Beta 1.14 based on the average standard deviation of R-Squared 66.08 investment options in this asset category. Sharpe Ratio 1.24 Investment Standard Deviation 13.49 V ^Risk Statistics are measured using the Russell (/) 1 Low Moderate High 2000 Growth TR USD benchmark,where -3 A applicable.The rating, risk,and return values SI) Asset Category —are relative to each fund's asset category. n *For illustrative purposes only. For more information about this investment The Asset Category volatility measure will option please go to www.hartfordfunds.com. always be displayed. If the Investment volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Style' • Stock Style/Capitalization Small Growth Large Mid O Q Urn Small D Q Value Blend Growth Fund Issuer w Hartford Mutual Funds w Investment Adviser o Hartford Funds Management cr, Company, LLC Portfolio Managers Team Managed Asset Category Small Growth Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .96% .96% $128.410 04/01/1998 03/31/2015 HDMBX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Hartford Small Company HLS IB GP19/354721323 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style Equity Style style(those stocks for value and growth, value are nto both stocks and nor growth characteristics lios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a le box mixture resents the of growth and re Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe.It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation III among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or will generally be less than its benchmark index. You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM refers to the products and services offered in the and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC,is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design 'The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity. Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office: White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by GWFS Equities, Inc., or one or more of its affiliates, may receive a fee from the .their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) 'The Morningstar Style Box reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned, and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short, intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest-rate sensitivity,Morningstar obtains from fund companies the Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to average effective duration.Generally,Morningstar classifies a fixed-income gstar and/or its content providers;(2)may not be copied or distributed; fund's interest-rate sensitivity based on the effective duration of the Morningstar a )is not warranted to be accurate,complete or timely.Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classification nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information. Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 3 of 4 123114 Hartford Small Company HLS IB GP19/354721323 Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the T average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, • for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a -- deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of =_ any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. -- • s - FUNDOV 05/13/2015 Page 4 of 4 123114 -- Hartford Small Company HLS IB GP19/354721323 '1r..... Invesco Diversified Dividend Y EMPOWER RETIREMENT +latility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks long-term growth of capital and, secondarily, current income. The fund invests Risk Rating. The Asset Category volatility is primarily in dividend-paying equity securities. It invests in securities that the portfolio managers believe based on the average standard deviation of are undervalued based on various valuation measures.The fund may invest up to 25%of its net assets investment options in this asset category in securities of foreign issuers. Investment V Risk Profile Low I Moderate High v Large-cap investments may be most appropriate for someone willing to accept some degree of market 11 A Asset Category volatility in return for potential long-term capital growth.Stock investments tend to be more volatile than ill bond,stable value or money market investments. *For illustrative purposes only. co The Asset Category volatility measure will Asset Allocation' Equity Sector Diversification73 always be displayed.If the Investment ° volatility measure is not displayed,the /°of Assets investment may have fewer than three years Consumer Defensive 29.53 of history or the data may not be available. Financial Svc 16.86 0.02% Utilities 14.17 Morningstar Styles 8.87% Consumer Cyclical 11.27 • Stock 10.34% Industrials 8.91 Style/Capitalization Healthcare 6.84 Large Value Energy 4.94 Communication Svc 3.18 11 Large 80.72% Technology 2.37 Basic Materials 1.93 ij Mid Q Small Largest Holdings m t? %of Assets 5 Value Blend Growth CO O d Issuer %of Assets General Mills Inc 3.22 Campbell Soup Co 2.48 w Invesco • U.S. Stock 80.77 Heineken NV 2.40 w Investment Adviser • Non U.S. Stock 10.34 Walgreens Boots Alliance Inc 2.02 , General Dynamics Corp 1.97 0 Invesco Advisers, Inc. U Cash 8.87 Exelon Corp 1.89 n Portfolio Managers n Other 0.02 Kraft Foods Group Inc 1.88 Target Corp 1.87 Bradshaw/VValsh/Botard Geographic Diversification AT&T Inc 1.84 Management Style' %of Assets Coca-Cola Co 1.82 Actively Managed United States 88.64 Percent of Total Net Assets 21.39% France 3.33 Number of Holdings 84 Asset Category Netherlands 2.63 Portfolio Turnover(%) 6.00% Large Value United Kingdom 2.40 Switzerland 1.71 Germany 1.16 Risk Statistics (3 Year)" Australia 0.12 Alpha 3.04 Bond Sector Diversification Beta 0.82 R-Squared 86.75 %of Assets Sharpe Ratio 1.86 Cash & Equivalents 100.00 Standard Deviation 8.42 ^Risk Statistics are measured using the S&P 500 TR USD benchmark,where applicable. The rating, risk,and return values are relative to each fund's asset category. For more information about this investment option please go to www.invesco.com. .._:t Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .59% .60% $901.209 10/03/2008 12/31/2014 LCEYX Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 3 123114 Invesco Diversified Dividend Y GP19/354722261 Ei- Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below - Average,and the bottom 10%Low.Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by b Alpha positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis __ on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style • cateEquity Style style g(those stocks for value and growth, neiare ther value nor growth haractemon to both stocks and risticsllos.dominate);forfor portfolios,it represents the blendthe central column of stylee (a le bm mixtox ureofgrowth andesents the Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style fcr portfolios.In general,a growth-oriented p fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually sed their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all -_ Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded.In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the - Glossary & Investment Option Disclosures owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the e effective duration.Generally,Morningstar classifies a fixed-income ip. interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, For non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • III FUNDOV 05/13/2015 Page 3 of 3 123114 Invesco Diversified Dividend Y GP19/354722261 Y Ivy Science & Technology I EMPOWER RETIREMENT v• atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks to provide growth of capital.The fund invests primarily in the equity securities of Risk Rating.The Asset Category volatility is science and technology companies around the globe. Under normal circumstances, it invests at least based on the average standard deviation of 80%of its net assets,plus any borrowings for investment purposes,in securities of science or technology investment options in this asset category. companies. Investment Risk Profile Low I Moderate I High The investment may be most appropriate for someone looking for greater potential returns and willing A • Asset Category to accept a higher degree of risk.Specialty funds that invest in a specific industry sector may be more volatile than funds with more diversified investments. *For illustrative purposes only. The Asset Category volatility measure will Asset Allocation' Equity Sector Diversification always be displayed.If the Investment %of Assets volatility measure is not displayed,the investment may have fewer than three years Technology 63.58 of history or the data may not be available. Industrials 17.04 0.13% Healthcare 14.65 Morningstar Style4 6.03% Consumer Cyclical 1.98 Stock 14.94% Financial Svc 0.77 Style/Capitalization Real Estate 0.74 - Mid Growth Basic Materials 0.59 Utilities 0.37 Large 78.90% Communication Svc 0.29 Nom„' Ira- Mid Largest Holdings . WU Small %of Assets EW Value Blend Growth Micron Technology Inc 8.20 O d Issuer %of Assets Alliance Data Systems Corp 5.24 `� Vertex Pharmaceuticals Inc 4.31 �.. Ivy Funds ■ U.S. Stock 78.90 Euronet Worldwide Inc 3.55 ara Investment Adviser IIII Non U.S. Stock 14.94 iGate Corp 3.27 o • 3 Isis Pharmaceuticals 3.21 t• Ivy Investment Management Co CashGr 6.0.03 Aspen Technology Inc 3.06 Portfolio Managers ACI Worldwide Inc 2.72 Microsoft Corp 2.67 ZacharyShafran Geographic Diversification Cerner Corp 2.47 Asset Category %of Assets Percent of Total Net Assets 38.70% Technology United States 84.08 Number of Holdings 99 Israel 2.69 Portfolio Turnover(%) 35.00% Netherlands 2.60 India 2.21 United Kingdom 1.86 Risk Statistics (3 Year)^ China 1.76 Japan 1.43 Alpha 10.76 Spain 1.41 Beta 0.86 Puerto Rico 1.00 R-Squared 55.39 Russia 0.77 Sharpe Ratio 1.64 Standard Deviation 12.14 Bond Sector Diversification ^Risk Statistics are measured using the S&P North American Technology TR benchmark, %of Assets where applicable.The rating,risk,and return Cash & Equivalents 100.00 values are relative to each fund's asset category For more information about this investment option please go to www.ivyfunds.com. . .dt Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .99% .99% $1,869.378 04/02/2007 12/31/2014 ISTIX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 3 1.1.144 Ivy Science&Technology I Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds.In each =_ Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by b Alpha positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio _ underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and = 15%better during down markets. - The Morningstar U.S.Equity Style B0xTM is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for ththe centrafe Morningstar Category.Two of the style \ Equity Style style(thosestocks for value and growth, valuare e nor to growth characteristics th stocks and lios.domii dominate);forfor portfolios,it represents the blendcolumn of hstyle e(a le bmixtureox of growth and esents the re _ Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style fir portfolios.In general,a growth-oriented fund will holdlthe stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100% or more does not necessarily - Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the _ Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than illrs but less than 7 years;and(iii)Extensive:more than 7 years.In addition, -US taxable and non-US domiciled fixed income funds static duration brea points are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • FUNDOV 05113/2015 Page 3 of 3 123114 Ivy Science&Technology I GP19/354721650 V Janus Balanced EMPOWER RETIREMENT %)latility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks long-term capital growth,consistent with preservation of capital and balanced by Risk Rating. The Asset Category volatility is current income.The fund pursues its investment objective by normally investing 35-65%of its assets in based on the average standard deviation of equity securities and the remaining assets in fixed-income securities and cash equivalents. It normally investment options in this asset category invests at least 25%of its assets in fixed-income senior securities. Fixed-income securities may include corporate debt securities,U.S.government obligations,mortgage-backed securities and other mortgage- , Investment related products• , and short-term securities.The fund may also invest in foreign securities, which may include investments in emerging markets. (i)Low Moderate I High CDD t • D Asset Category Risk Profile 0 *For illustrative purposes only. This investment option may be most appropriate for someone willing to balance the risk of principal v The Asset Category volatility measure will fluctuation with the potential for greater capital growth over time. The investor may have a medium to 5. always be displayed.If the Investment long investment horizon.Generally,investors choosing this option want to invest in a mixture of diverse volatility measure is not displayed, the investments suiting their needs but may not have the time,desire, or knowledge to select and manage investment may have fewer than three years their own portfolios. Asset allocation and balanced investment options and models are subject to the of history or the data may not be available. risks of the underlying funds,which can be a mix of stocks/stock funds and bonds/bond funds.For more information,see the prospectus and/or disclosure documents. Morningstar Styles • Stock Asset Allocation' Geographic Diversification Style/Capitalization %of Assets Large Blend United States 94.20 -Mr Large United Kingdom 2.13 0.84% Canada 0.81 Mid 1.09% Singapore 0.76 Q 2.45%/ China 0.69 m Small 2.98% .. ,. 52.19% Cayman Islands 0.44 a 4.6546 British Virgin Islands 0.28 �n Value Blend Growth '* ,. Netherlands 0.28 Credit Qualit e/ Interest Rate 35.80% Jersey 0.12 0 Y Australia 0.10 w Sensitivity Moderate Sensitivity Term Medium ^3 Quality Bond Sector Diversification 0. cyl %of Assets High Corporate 39.58 °i°of Assets Government 34.76 Med • U.S. Stock 52.19 AgencyMtgBacked 16.66 Low 111 U.S. Bond 35.80 Cash & Equivalents 2.71 Ltd Mod Ext ■ Other 4.65 Collateralized Mortgage Oblig. 2.00 I Non U.S. Stock 2.98 ResMtgBacked 1.83 Fund Issuer Asset Backed 1.74 Janus II Non U.S. Bond 2.45 Preferred 0.52 n Cash 1.09 Convertible 0.20 Investment Adviser ❑ Preferred 0.84 Janus Capital Management LLC Equity Sector Diversification Portfolio Managers %of Assets Pinto/Smith Consumer Cyclical 19.36 Industrials 17.84 Management Style4 Healthcare 15.77 Actively Managed Financial Svc 14.13 Technology 12.74 Asset Category Basic Materials 6.92 Moderate Allocation Energy 6.17 Consumer Defensive 4.74 Communication Svc 1.53 Real Estate 0.82 ..et Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .64% .64% $1,485.940 07/06/2009 12/31/2014 JBALX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from; your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Janus Balanced I GP19/354721764 1 . V Janus Balanced EMPOWER RETIREMENT 1111 Volatility Meter* Largest Holdings Maturity Allocation The Investment volatility is a function of the investment option's Morningstar 3-year %of Assets %of Assets Risk Rating. The Asset Category volatility is US Treasury Note 1.375% 1 - 3 Years 10.18 based on the average standard deviation of 09/30/18 2.26 3 - 5 Years 23.57 _- investment options in this asset category. E I du Pont de Nemours & 5 - 7 Years 9.02 Investment Company 2.03 7 - 10 Years 25.60 > -- v MasterCard Inc Class A 2.00 10 - 15 Years 3.80 Low I Moderate I High US Treasury Note 2.25% 15 - 20 Years 2.00 cD 11/15/24 1.98 20 - 30 Years 23.40 D __ Asset Category Union Pacific Corp 1.89 Over 30 Years 2.43 _ Blackstone Group LP 1.86 5 *For illustrative purposes only. LyondellBasell Industries NV 1.79 For more information about this investment v The Asset Category volatility measure will Boeing Co 1.77 option please go to www.janus.com. O always be displayed. If the Investment Nike Inc Class B 1.74 = volatility measure is not displayed,the AbbVie Inc 1.69 investment may have fewer than three years Percent of Total Net Assets 18.99% of history or the data may not be available. - Morningstar Styles Number of Holdings 408 Portfolio Turnover(%) 72.00% • Stock Style/Capitalization Large Blend Risk Statistics (3 Year)" Large Alpha 3.25 Beta 0.92 . Mid R-Squared 90.59 Q __- Shame =Sharpe Ratio 1.74 m Small Standard Deviation 6.03 Q Value Blend Growth ^Risk Statistics are measured using the S&P M-- Fixed Income 500 TR USD benchmark,where applicable. _ Credit Quality/Interest Rate The rating, risk,and return values are relative to cn Sensitivity each fund's asset category. c Moderate Sensitivity Term Medium s s R.---) Quality Credit Quality - Bond''' 01 High %of Assets _- AAA 33.27 ---.--Med AA 17.22 A 4.93 Low BBB 26.50 Ltd Mod Ext BB 15.33 1 . Fund Issuer B 1. Not Rated 1.155 Janus Investment Adviser Bond Characteristics Janus Capital Management LLC Average Coupon Rate 3.69% Portfolio Managers Average Effective Duration 5.60 yrs Pinto/Smith Effective Maturity 10.09 yrs -- Average Credit Quality BBB • Management Style4 Actively Managed =- Asset Category -= Moderate Allocation -_ li Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .64% .64% $1,485.940 07/06/2009 12/31/2014 JBALX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net - expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Janus Balanced I GP19/354721764 !-- Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below ilk Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those • exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The Morningstar U.S. Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateBox Equity Style style(those stocks for value and growth, the value are nto both stocks and nor growth characteristics icllos.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a mle ixturx e of of growth andesents the value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. The model for the fixed income style box is based on the two pillars of fixed-income performance:interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high, medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of • 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years, high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded.In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or Empower Retirements" refers to the products and services offered in the "Stable Value"when shown. retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), Core securities,when offered,are offered through GWFS Equities,Inc. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a Insurance Company of New York, Home Office: White Plains, NY, and their wholly owned subsidiary of Great-West Life&Annuity Insurance Company. subsidiaries and affiliates. The trademarks, logos, service marks, and design elements used are owned by GWL&A. Holdings and composition of holdings are subject to change. U.S.Treasury securities,where listed, are guaranteed as to the timely payment 'The ticker symbol displayed may refer to the underlying mutual fund available as of principal and interest if held to maturity.Investment options are neither issued an investment option through a variable annuity and held in a separate account nor guaranteed by the U.S.government. of Great West Life & Annuity Insurance Company, Corporate Headquarters. All trademarks,logos,service marks,and design elements used are owned by Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance their respective owners and are used by permission. Elinny of New York, Home Office:White Plains, NY. Fees and expenses for ent options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data ass piated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. Funds may impose redemption fees and/or transfer restrictions,if assets are held Asset allocation funds are generally subject to a fund operating expense at the for less than the published holding period. For more information, see the fund's fund level,as well as prorated fund operating expenses of each underlying fund prospectus and/or disclosure documents. in which they invest. For more information, please refer to the fund prospectus and/or disclosure document. FUNDOV 05/13/2015 Page 3 of 4 123114 Janus Balanced I GP19/354721764 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment of Limited will be assigned to those funds whose average effective duration objective,and does not incur fees or expenses.Therefore,performance of a fund is between 25%to 75%of MCBI's average effective duration;funds whose will generally be less than its benchmark index. You cannot invest directly in a average effective duration is between 75%to 125%of the MCBI will be benchmark index. classified as Moderate;and those that are at 125%or greater of the aver Although data is gathered from reliable sources,the completeness or accuracy effective duration of the MCBI will be classified as Extensive. of the data shown cannot be guaranteed.All information is the most current For municipal bond funds, Morningstar also obtains from fund companie e as it is provided by the data source.Where data obtained from Morningstar, average effective duration. In these cases static breakpoints are utilized.These ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than Morningstar and/or its content providers;(2)may not be copied or distributed; 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, and(3)is not warranted to be accurate,complete or timely.Neither Morningstar for non US taxable and non US domiciled fixed income funds static duration nor its content providers are responsible for any damages or losses arising from breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: any use of this information.Past performance is no guarantee of future results. greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the investment option provider for providing certain recordkeeping, distribution and Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a administrative services. deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency,Funds may lose value.Not a condition of. The responsibility for the content contained in the website(s)provided(if shown) any banking or credit union activity. is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. 'The allocations shown here are subject to change. The fund allocations are based on an investment strategy based on risk and return. 2 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly).In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO).If two NRSROs have rated a security,fund companies are to report the lowest rating; if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar, Inc.is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// • www.sec.gov/answers/nrsro.htm. 3 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO. Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB.";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the entire bond fund. Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 4A fund that is Actively Managed uses a management approach for the investment strategy that relies on analytic research,judgment and experience for investment decisions.The Passive management investment approach seeks to replicate the returns of an index,where a fund manager makes as few portfolio decisions as possible, in order to minimize transaction costs, including capital gains.Many passively managed funds mimic the performance of an externally specified index.A benchmark index is not actively managed,does not have a defined investment objective,and does not incur fees or expenses. Therefore,performance of a fund will generally be less than its benchmark index.You cannot invest directly in a benchmark index. 5 The Morningstar Style BoxTM reveals a fund's investment strategy. For equity funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short, intermediate or long). For interest-rate sensitivity, Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification FUNDOV 05/13/2015 Page 4 of 4 123114 Janus Balanced I GP19/354721764 Janus Enterprise to prise T EMPOWER RETIREMENT atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks long-term growth of capital.The fund pursues its investment objective by investing Risk Rating. The Asset Category volatility is primarily in common stocks selected for their growth potential, and normally invests at least 50% based on the average standard deviation of of its equity assets in medium-sized companies. Medium-sized companies are those whose market investment options in this asset category. capitalization falls within the range of companies in the Russell Midcap(R) Growth Index. Market capitalization is a commonly used measure of the size and value of a company. It may also invest in Investment• foreign securities,which may include investments in emerging markets. 1 Low Moderate High A Risk Profile Asset Category Mid-cap investments may be most appropriate for someone willing to accept a higher degree of market 0 *For illustrative purposes only. volatility in exchange for greater potential returns over time.Stock investments tend to be more volatile co The Asset Category volatility measure will than bond,stable value or money market investments.Equity securities of medium-sized companies always be displayed.If the Investment may be more volatile than securities of larger,more established companies. volatility measure is not displayed,the investment may have fewer than three years Asset Allocation' Equity Sector Diversification of history or the data may not be available. %of Assets Morningstar Styles Technology 32.27 • Stock Industrials 27.28 Style/Capitalization 0.85% Healthcare 17.00 4.67% Consumer Cyclical 8.90 Mid Growth Y 10.25% Financial Svc 5.33 Large Communication Svc 3.07 Real Estate 2.47 -. Mid Energy 1.79 a • Basic Materials 0.98 m Small 84.23% Consumer Defensive 0.91 . 0 Value Blend Growth d Issuer Largest Holdings s.s. Janus %of Assets w Investment Adviser °r°of assets Sensata Technologies Holding N N.V 3.35 0 Janus Capital Management LLC ■ U.S. Stock 84.23 Verisk Analytics Inc 3.00 v, Portfolio Managers ❑ Non U.S. Stock 10.25 Crown Castle International Corp... 2.90 ■ Cash 4.67 Celgene Corp 2.49 Brian Demain TE Connectivity Ltd 2.46 n Management Style' Amdocs Other 0.85Varian MLdical Systems Inc 2.38 1 Actively Managed Geographic Diversification Solera Holdings Inc 2.06 Asset Category %of Assets Henry Schein Inc 1.94 United States 89.16 Lamar Advertising Co Class A 1.92 Mid-Cap Growth Canada 5.18 Percent of Total Net Assets 24.60% Ireland 1.83 Number of Holdings 82 Israel 1.17 Portfolio Turnover(%) 16.00% . China 1.05 Hong Kong 0.82 France 0.79 Bond Sector Diversification %of Assets Cash & Equivalents 100.00 .at Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .92% .92% $1,615.735 09/01/1992 12/31/2014 JAENX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Janus Enterprise T GP19/354721715 Janus Enterprise T EMPOWER RETIREMENT Volatilitylb Meter* Risk Statistics (3 Year)" The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 3.42 Risk Rating.The Asset Category volatility is Beta 0.84 based on the average standard deviation of R-Squared 73.70 investment options in this asset category. Sharpe Ratio 1.75 Investment Standard Deviation 9.37 V ^Risk Statistics are measured using the Russell - Low I Moderate I High Mid Cap Growth TR USD benchmark,where A applicable.The rating, risk,and return values Q Asset Category are relative to each fund's asset category. C) 0) *For illustrative purposes only. For more information about this investment -0 The Asset Category volatility measure will option please go to www.janus.com. always be displayed.If the Investment volatility measure is not displayed, the investment may have fewer than three years of history or the data may not be available. Morningstar Styles Stock • �= Style/Capitalization �- Mid Growth Large -= Mid CD M =_ Small -5 0 n Q Value Blend Growth Fund Issuer w -._ Janus w Investment Adviser o Janus Capital Management LLC Portfolio Managers �= Brian Demain _ Management Style4 Actively Managed Asset Category Mid-Cap Growth • •_ EL- sz- Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker 1 .92% .92% $1,615.735 09/01/1992 12/31/2014 JAENX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Janus Enterprise T GP19/354721715 - Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A fit positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely, a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style g(those stocks for value and growth, valuare e nor growth characteristics to both stocks and ritlios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a le box m mixture of growth and esents the core Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation • among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar,Inc.,except"Fixed"and/or as it is provided by the data source.Where data obtained from Morningstar, "Stable Value"when shown. ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to Core securities,when offered,are offered through GWFS Equities,Inc. Morningstar and/or its content providers;(2)may not be copied or distributed; and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a and(3)is not warranted to be accurate,complete or timely. Neither Morningstar wholly owned subsidiary of Great-West Life&Annuity Insurance Company. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Holdings and composition of holdings are subject to change. The responsibility for the content contained in the website(s)provided(if shown) *The ticker symbol displayed may refer to the underlying mutual fund available as is entirely that of the website owner.Endorsement is neither declared nor implied. an investment option through a variable annuity and held in a separate account Fee and performance information on the website(s) listed may differ for funds of Great-West Life & Annuity Insurance Company, Corporate Headquarters: offered through an individual or group variable annuity. Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance A benchmark index is not actively managed,does not have a defined investment Company of New York, Home Office. White Plains, NY. Fees and expenses for objective,and does not incur fees or expenses.Therefore,performance of a fund investment options offered through a separate account may be higher than those will generally be less than its benchmark index. You cannot invest directly in a associated with the underlying fund. Please refer to the annuity contract and/or benchmark index. other disclosure documents for detailed information. GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the The Inception Date listed is the date the fund began operations.The Data investment option provider for providing certain recordkeeping,distribution and Effective Date is the date for which the most current data is available.The Period Ending Date is the date for which the fund fact sheet is produced. administrative services. All trademarks,logos,service marks,and design elements used are owned by The allocations shown here are subject to change. The fund allocations are Their respective owners and are used by permission. based on an investment strategy based on risk and return. U.S.Treasury securities,where listed, are guaranteed as to the timely payment 4A fund that is Actively Managed uses a management approach for the of principal and interest if held to maturity.Investment options are neither issued investment strategy that relies on analytic research,judgment and experience nor guaranteed by the U.S.government. for investment decisions.The Passive management investment approach Funds may impose redemption fees and/or transfer restrictions,if assets are held seeks to replicate the returns of an index,where a fund manager makes as few for less thanay the published i holding portfolio decisions as possible,in order to minimize transaction costs, including p g period. For more information, see the fund's capital gains.Many passively managed funds mimic the performance of an prospectus and/or disclosure documents. externally specified index.A benchmark index is not actively managed,does Em ower RetirementTM refers to the products and services offered in the not have a defined investment objective,and does not incur fees or expenses. ent markets by Great-West Life&Annuity Insurance Company(GWL&A), Therefore,performance of a fund will generally be less than its benchmark ate Headquarters: Greenwood Village, CO; Great West Life & Annuity index.You cannot invest directly in a benchmark index. Insurance Company of New York, Home Office: White Plains, NY; and their 5 The Morningstar Style Box TM reveals a fund's investment strategy. For equity subsidiaries and affiliates. The trademarks, logos, service marks, and design funds,the vertical axis shows the market capitalization of the stocks owned,and elements used are owned by GWL&A. the horizontal axis shows investment style (value, blend or growth). For fixed- Although data is gathered from reliable sources,the completeness or accuracy income funds, the vertical axis shows the average credit quality of the bonds of the data shown cannot be guaranteed.All information is the most current FUNDOV 05/13/2015 Page 3 of 4 123114 Janus Enterprise T GP19/354721715 Glossary & Investment Option Disclosures owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These • breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: �= greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 ®_ years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • • FUNDOV 05/13/2015 Page 4 of 4 123114 Janus Enterprise T GP19/354721715 Metropolitan West Total Return . Bond I EMPOWER RETIREMENT • -tility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks to maximize long-term total return.The fund normally invests at least 80%of its Risk Rating.The Asset Category volatility is net assets in investment grade fixed income securities or unrated securities that are determined by the based on the average standard deviation of Adviser to be of similar quality. Up to 20% of its net assets may be invested in securities rated below investment options in this asset category investment grade. Under normal conditions, the portfolio duration is two to eight years and the dollar- weighted average maturity ranges from two to fifteen years. The fund invests in the U.S. and abroad, Investment including emerging markets,and may purchase securities of varying maturities issued by domestic and Low Moderate High foreign corporations and governments. 4A CO Asset Category Risk Profile o Bond investments maybe most appropriate for someone seekinggreater potential income than with a *For illustrative purposes only. The Asset Category volatility measure will money market or stable value investment and willing to accept a higher degree of risk.The investor may always be displayed.If the Investment also desire to balance more aggressive investments with one providing potentially steady income.A bond volatility measure is not displayed,the fund's yield,share price and total return change daily and are based on changes in interest rates,market investment may have fewer than three years conditions,economic and political news,and the quality and maturity of its investments.In general,bond of history or the data may not be available. prices fall when interest rates rise and vice versa. Morningstar Style4 Asset Allocation' Bond Sector Diversification • Stock %of Assets Style/Capitalization Mid Growth Government 27.81 AgencyMtgBacked 15.82 Large Corporate 13.75 o Collateralized Mortgage Oblig11.74 `D. Mid Cash & Equivalents 11.32 Q Asset Backed 10.96 m Small ResMtgBacked 6.08 a Value Blend Growth Municipal 1.31 Government/Agency 1.15 Illid Quality/Interest Rate Preferred 0.05 0 Sensitivity Equity Sector Diversification Moderate Sensitivity Term Medium q y ^� 100 -75 -50 -25 0 25 50 75 100cr Quality %of Assets ccn Utilities 100.00 High %of Assets -TV Med ■ U.S. Bond 96.37 Largest Holdings Non U.S. Bond 3.69 %of Assets Low In Other 1.11 FNA 3.19 Ltd Mod Ext 1111 Preferred 0.06 USTreasury Note 0.5%01/31/17. 2 60 Fund Issuer ■ Cash -1.23 FNMA 03/25/45 2.57 Metropolitan West Funds US Treasury Note 0.5%02/28/172.49 Geographic Diversification US Treasury Note 1.375% Investment Adviser 02/29/20 2.41 %of Assets US Treasury Note 2.75% Metropolitan West Asset United States 96.32 02/15/24 2.19 Management, LLC. Cayman Islands 1.58 US Treasury Note 0.01% Portfolio Managers United Kingdom 0.64 03/31/20 2.17 -Team Managed Switzerland 0.43 FNMA 2 1.86 Australia 0.37 FNMA 04/25/41 1.83 Asset Category Luxembourg 0.35 US Treasury Note 2.375% Intermediate-Term Bond Barbados 0.13 08/15/24 1.45 Canada 0.07 Percent of Total Net Assets 22.76% Guernsey 0.04 Netherlands 0.04 Number of Holdings 1,669 Portfolio Turnover(%) 255.00% _:t Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .45% .45% $40,104.825 03/31/2000 03/31/2015 MWTIX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about . investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from . your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Metropolitan West Total Return Bond I GP19/354723132 Metropolitan West Total Return _ ��= Bond I EMPOWER RETIREMENT fb Volatility Meter* -Risk Statistics (3 Year)^ The Investment volatility is a function of the -- investment investment option's Morningstar 3-year Alpha 2.46 Risk Rating. The Asset Category volatilityp g �is Beta 0.93 based on the average standard deviation of R-Squared 82.59 investment options in this asset category. Sharpe Ratio 1.78 Investment Standard Deviation 2.98 V ^Risk Statistics are measured using the Barclays I Low I Moderate High US Agg Bond TR USD benchmark.where A applicable.The rating, risk,and return values Asset Category are relative to each fund's asset category. m — Q *For illustrative purposes only. z,3 The Asset Category volatility measure will Credit Quality - Bond always be displayed.If the Investment %of Assets - volatility measure is not displayed,the �= investment may have fewer than three years AAA 70.50 of history or the data may not be available. AA 4.28 A 9.05 Morningstar Style4 BBB 8.18 • Stock BB 2.00 Style/Capitalization B 0.83 Mid Growth Below B 4.91 Not Rated 0.25 t -) �- Large CD Bond Characteristics o' �_ Mid a Average Coupon Rate 2.75% Small Average Effective Duration 4.71 yrs a Value Blend Growth Effective Maturity 8.78 yrs �= Fixed Income Average Credit Quality BBB Credit Quality/ Interest Rate w Sensitivity Maturity Allocation Moderate Sensitivity Term Medium %of Assets o Quality 1 - 3 Years 18.62 - High 3 - 5 Years 6.95 5 - 7 Years 8.53 ---.--Med 7 - 10 Years 14.34 ®- 10 - 15 Years 4.44 Low 15 - 20 Years 3.10 i- 20 - 30 Years 33.31 Ltd Mod Ext �- Over 30 Years 10.69 Fund Issuer - For more information about this investment � Metropolitan West Funds option please go to www.mwamllc.com. Investment Adviser Metropolitan West Asset Management, LLC. Portfolio Managers Team Managed Asset Category1. Intermediate-Term Bond Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .- .45% .45% $40,104.825 03/31/2000 03/31/2015 MwrlX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net _ expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Metropolitan West Total Return Bond I GP19/354723132 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below illi Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio. Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those 1 exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The model for the fixed income style box is based on the two pillars of fixed-income performance: interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years,high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. litA risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine e reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns.If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or Although data is gathered from reliable sources,the completeness or accuracy "Stable Value"when shown. of the data shown cannot be guaranteed.All information is the most current Core securities,when offered,are offered through GWFS Equities,Inc. as it is provided by the data source.Where data obtained from Morningstar, and/or other broker dealers.GWFS Equities, Inc., Member FINRA/SIPC, is a ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Morningstar and/or its content providers;(2)may not be copied or distributed; and(3)is not warranted to be accurate,complete or timely. Neither Morningstar Holdings and composition of holdings are subject to change. nor its content providers are responsible for any damages or losses arising from °The ticker symbol displayed may refer to the underlying mutual fund available as any use of this information. Past performance is no guarantee of future results. an investment option through a variable annuity and held in a separate account A benchmark index is not actively managed,does not have a defined investment •of Great-West Life & Annuity Insurance Company, Corporate Headquarters: objective,and does not incur fees or expenses.Therefore,performance of a fund Greenwood village, CO, or in New York, Great-West Life & Annuity Insurance will generally be less than its benchmark index. You cannot invest directly in a Company of New York, Home Office: White Plains, NY. Fees and expenses for benchmark index. investment options offered through a separate account may be higher than those Empower RetirementlM refers to the products and services offered in the associated with the underlying fund. Please refer to the annuity contract and/or retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), other disclosure documents for detailed information. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity All trademarks,logos,service marks,and design elements used are owned by Insurance Company of New York, Home Office: White Plains, NY; and their their respective owners and are used by permission. subsidiaries and affiliates. The trademarks, logos, service marks, and design Funds may impose redemption fees and/or transfer restrictions,if assets are held elements used are owned by GWL&A. s 4than the published holding period. For more information, see the fund's f ctus and/or disclosure documents. U.S.Treasury securities,where listed, are guaranteed as to the timely payment of principal and interest if held to maturity. Investment options are neither issued The responsibility for the content contained in the website(s)provided(if shown) nor guaranteed by the U.S.government. is entirely that of the website owner.Endorsement is neither declared nor implied. The Inception Date listed is the date the fund began operations.The Data Fee and performance information on the website(s) listed may differ for funds Effective Date is the date for which the most current data is available.The offered through an individual or group variable annuity. Period Ending Date is the date for which the fund fact sheet is produced. FUNDOV 05/13/2015 Page 3 of 4 123114 Metropolitan West Total Return Bond I GP19/354723132 Glossary & Investment Option Disclosures GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the investment option provider for providing certain recordkeeping, distribution and administrative services. 'The allocations shown here are subject to change. The fund allocations are 411, based on an investment strategy based on risk and return. 'Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly).In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two NRSROs have rated a security,fund companies are to report the lowest rating; if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: �- Morningstar, Inc.is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities. For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. 3 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO.Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB-";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then �r averages these default rates to determine the average default rate for the entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 4 The Morningstar Style BoxTM' reveals a fund's investment strategy. For equity - funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- �1_ income funds, the vertical axis shows the average credit quality of the bonds owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). _ For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose �= average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the � MFS(R) Government Securities R4 EMPOWER RETIREMENT \Joiatility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks total return with an emphasis on current income, but also considering capital Risk Rating. The Asset Category volatility is appreciation. The fund normally invests at least 80% of net assets in U.S. government securities. It based on the average standard deviation of generally invests substantially all of its assets in investment-grade debt instruments.The fund invests a investment options in this asset category relatively large percentage of its assets in a single issuer or a small number of issuers. It may invest a relatively large percentage of the fund's assets in a single issuer or a small number of issuers. Investment V Low I Moderate High Risk Profile Asset Category Bond investments may be most appropriate for someone seeking greater potential income than with a CO money market or stable value investment and willing to accept a higher degree of risk.The investor may Q *For illustrative purposes only. also desire to balance more aggressive investments with one providing potentially steady income.A bond The Asset Category volatility measure will fund's yield,share price and total return change daily and are based on changes in interest rates,market always be displayed. If the Investment conditions,economic and political news,and the quality and maturity of its investments.In general,bond volatility measure is not displayed, the prices fall when interest rates rise and vice versa. investment may have fewer than three years Bond Sector Diversification of history or the data may not be available. Asset Allocation' Morningstar Style4 %of Assets • Fixed Income AgencyMtgBacked 42.36 Credit Quality/ Interest Rate Government 29.76 Sensitivity 1.28% Cash & Equivalents 16.25 1.30% Government/Agency 6.42 Moderate Sensitivity High Quality 15.77% Collateralized Mortgage Oblig. 2.73 High USMunicipal 1.10 0. ResMtgBacked 0.95 Q Med Municipal 0.36 m 81.55% Corporate 0.08 Q • Low 5. (Q Ltd Mod Ext Largest Holdings O Fund Issuer %of Assets w W MFS FNMA 2.33% 02/01/45 5.84 Investment Adviser %of Assets US Treasury Note 0.875% o 12/31/16 4.76 cn Massachusetts Financial Services ■ U.S. Bond 81.65 US Treasury Bond 4.5%08/15/39 3.33 Co 11§ Cash 15.77 US Treasury Note 3.125% Portfolio Managers ■ Other 1.30 05/15/21US 3.23 Geoffrey Schechter fl Non U.S. Bond 1.28 05/15/22 Treasury Note 1.75% 2.78 O FNMA 4.5% 04/01/44 2.61 Asset Category ry Geographic Diversification US Treasury Note 1% 06/30/191.97 Intermediate Government %of Assets FHLMC 2.5% 07/01/28 1.84 United States 98 47 US Treasury Note 07/15/24 1.74 Jordan 0.70 GNMA 3.5% 07/20/43 1.64 Ukraine 0.41 Percent of Total Net Assets 29.74% Tunisia 0.23 Number of Holdings 391 Supranational 0.19 Portfolio Turnover(%) 67.00% A._.it Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .63% .63% $79.408 04/01/2005 02/28/2015 MFGJX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 MFS(R)Government Securities R4 GP19/354722762 ~.-- MFS(R) Government Securities R4 " EMPOWER =- RETIREMENT ff- Volatility Meter* —Risk Statistics (3 Year)" The Investment volatility is a function of the E-- investment option's Morningstar 3-year Alpha -0.69 Risk Rating. The Asset Category volatility is Beta 0.86 based on the average standard deviation of R-Squared 97.04 investment options in this asset category. Sharpe Ratio 0.76 Investment Standard Deviation 2.54 V ^Risk Statistics are measured using the Barclays Low I Moderate High US Govt/Mortgage TR USD benchmark,where A applicable.The rating,risk,and return values 0 Asset Category are relative to each fund's asset category. *For illustrative purposes only. z s •-t. Asset Category volatility measure will Credit Quality - Bond always be displayed.If the Investment %of Assets volatility measure is not displayed,the investment may have fewer than three years AAA 100.20 of history or the data may not be available. AA 8.80 A 0.71 Morningstar Style° BBB 0.46 BB 0.23 • Fixed Income Credit Quality/ Interest Rate B 0.50 Sensitivity Not Rated -10.90 Moderate Sensitivity High Quality Bond Characteristics C 71111F High 0 0- ___ Med Average Coupon Rate 3.65% 0- - Med Average Effective Duration 4.33 yrs � Effective Maturity 5.53 yrs 0- Low Average Credit Quality AAA - Ltd Mod Ext o` Fund Issuer Maturity Allocation W W MFS %of Assets N Investment Adviser 1 - 3 Years 12.40 - 3 - 5 Years 13.47 a1 Massachusetts Financial Services 5 - 7 Years 9.20 Co 7 - 10 Years 11.20 Portfolio Managers 10 - 15 Years 5.58 15 - 20 Years 3.71 Geoffrey Schechter 20 - 30 Years 40.69 Asset Category Over 30 Years 3.76 = Intermediate Government For more information about this investment option please go to www.mfs.com. Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker = .63% .63% $79.408 04/01/2005 02/28/2015 MFGJX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 MFS(R)Government Securities R4 GP19/354722762 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition. Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those f exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The model for the fixed income style box is based on the two pillars of fixed-income performance: interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years,high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded.In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. fitA risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine e reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or Although data is gathered from reliable sources,the completeness or accuracy "Stable Value"when shown. of the data shown cannot be guaranteed.All information is the most current Core securities,when offered,are offered through GWFS Equities,Inc. as it is provided by the data source.Where data obtained from Morningstar, and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Morningstar and/or its content providers;(2)may not be copied or distributed; and(3)is not warranted to be accurate,complete or timely. Neither Morningstar Holdings and composition of holdings are subject to change. nor its content providers are responsible for any damages or losses arising from "The ticker symbol displayed may refer to the underlying mutual fund available as any use of this information. Past performance is no guarantee of future results. an investment option through a variable annuity and held in a separate account A benchmark index is not actively managed,does not have a defined investment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: objective,and does not incur fees or expenses.Therefore,performance of a fund 'Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance will generally be less than its benchmark index. You cannot invest directly in a Company of New York, Home Office: White Plains, NY. Fees and expenses for benchmark index. investment options offered through a separate account may be higher than those Empower RetirementlM refers to the products and services offered in the associated with the underlying fund. Please refer to the annuity contract and/or retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), other disclosure documents for detailed information. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity All trademarks,logos,service marks,and design elements used are owned by Insurance Company of New York, Home Office: White Plains, NY; and their their respective owners and are used by permission. subsidiaries and affiliates. The trademarks, logos, service marks, and design Funds may impose redemption fees and/or transfer restrictions,if assets are held elements used are owned by GWL&A. s 4than the published holding period. For more information, see the fund's f ctus and/or disclosure documents. U.S.Treasury securities,where listed,are guaranteed as to the timely payment of principal and interest if held to maturity.Investment options are neither issued The responsibility for the content contained in the website(s)provided(if shown) nor guaranteed by the U.S.government. is entirely that of the website owner.Endorsement is neither declared nor implied. The Inception Date listed is the date the fund began operations.The Data Fee and performance information on the website(s) listed may differ for funds Effective Date is the date for which the most current data is available.The offered through an individual or group variable annuity. Period Ending Date is the date for which the fund fact sheet is produced. FUNDOV 05/13/2015 Page 3 of 4 123114 MFS(R)Government Securities R4 GP19/354722762 •Glossary & Investment Option Disclosures GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the investment option provider for providing certain recordkeeping, distribution and administrative services. 'The allocations shown here are subject to change. The fund allocations are based on an investment strategy based on risk and return. ___ 2 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar F instructs fund companies to only use ratings that have been assigned by 1_ V MFS(R) International Value R4 EMPOWER RETIREMENT •utility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks capital appreciation. The fund normally invests its assets primarily in foreign Risk Rating.The Asset Category volatility is equity securities,including emerging market equity securities.Equity securities include common stocks, based on the average standard deviation of preferred stocks, securities convertible into stocks, equity interests in real estate investment trusts investment options in this asset category. (REITs),and depositary receipts for such securities.It focuses on investing the fund's assets in the stocks of companies it believes are undervalued compared to their intrinsic value(value companies). , Investment V Low f Moderate I High ' Risk Profile o A• CuAsset Category International investments maybe most appropriate for someone looking for greater potential returns Cu and willing to accept a higher degree of risk. International investments may provide diversification for a -+ *For illustrative purposes only. domestic portfolio.Foreign investments involve special risks,including currency fluctuations and political O The Asset Category volatility measure will developments. v always be displayed.If the Investment volatility measure is not displayed,the Asset Allocation' Equity Sector Diversification investment may have fewer than three years % of history or the data may not be available. of Assets Consumer Defensive 28.18 Morningstar Styles Technology 16.22 • Stock 0.20% Financial Svc 14.49 Style/Capitalization 2.25% Healthcare 10.15 Large Growth 6.00% 6 % Industrials . Consumer Cyclical 6.1111 Large Basic Materials 5.32 v - Communication Svc 4.76 m Mid Real Estate 4.47 a. Small 85.94% Energy 1.66 m Q litValue Blend Growth Largest Holdings 5 Issuer %of Assets a Go MFS Nestle SA 3.85 w %of Assets Danone 3.47 Investment Adviser • Non U.S. Stock 85.94 Reckitt Benckiser Group PLC 3.09 o Massachusetts Financial Services • U.S. Stock 6.00 Kao Corp 2.83 cn Co • Cash 5.61 KDDI Corp 2.81 Portfolio Managers • Preferred 2.25 Compass Group PLC 2.36 Brambles Ltd 2.36 Stone/De La Mata ❑ Other 0.20 Henkel Ag&Co. Kgaa Pfd 2.25 Mana gement Style4 GlaxoSmithKline PLC 2.21 g Geographic Diversification LM Ericsson Telephone Company Actively Managed %of Assets B 2.16 Asset Category Japan 24.54 Percent of Total Net Assets 27.76% Foreign Large Blend United Kingdom 20.44 Number of Holdings 102 Switzerland 12.35 Portfolio Turnover(%) 18.00% Germany 9.57 France 8.21 United States 6.53 Risk Statistics (3 Year)" Netherlands 3.51 Alpha 8.06 Australia 3.25 Beta 0.78 Sweden 2.35 Canada 1.73 R-Squared 80.63 Sharpe Ratio 1.24 Bond Sector Diversification Standard Deviation 10.90 ^Risk Statistics are measured using the MSCI %of Assets EAFE Value GR USD benchmark,where Cash & Equivalents 71.38 applicable.The rating,risk,and return values Preferred 28.62 are relative to each fund's asset category. ,,,,,.at Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .82% .84% $976.466 10/01/2008 02/28/2015 MINHX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 MFS(R)International Value R4 GP19/354722855 - __- --....... _. _ =_=1- MFS(R) International Value R4 EMPOWER - _ RETIREMENT _ , 0 Volatility Meter* For more information about this investment — The Investment volatility is a function of the option please go to www.mfs.com. investment option's Morningstar 3-year _ Risk Rating. The Asset Category volatility is based on the average standard deviation of — = investment options in this asset category. _ Investment - — = _. V _ I Low I Moderate I High 6 , A 3 -z Asset Category co - r-1-. 5 -- *For illustrative purposes only. -- The Asset Category volatility measure will 0.) _ always be displayed.If the Investment - =_ volatility measure is not displayed,the = investment may have fewer than three years of history or the data may not be available. - ' = Morningstar Styles • _ __. Stock _--- Style/Capitalization ,. Large Growth .„ -: -c 7 Large -CD ==_ 5 = Mid m =2_ Small D Value Blend Growth _- Fund Issuer 6; - .. - MFS c-z, — Investment Adviser c> -- Massachusetts Financial Services _== Co 7 Portfolio Managers _ — Stone/ De La Mata Management Style4 — . - Actively Managed - Asset Category - — Foreign Large Blend — 1 = ._ .._ _ ._, _ .- Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker . : .82% .84% $976.466 10/01/2008 02/28/2015 MINHX. Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about _ _ investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from --_ your 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 Net ' :- expense ratio shown is net of any fee waivers or expense reimbursements. _ FUNDOV 05/13/2015 Page 2 of 4 123114 MFS(R)International Value R4 GP19/354722855 ____ Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below lit Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box MI is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateBox Style style g(those stocks for value and growth, value are nto nor growth characteristics th stocks and iclios.However dominate);forfor stocks,the central column of the portfolios, it represents the blend style(a mle ox xtureresents the of growth and Evalue stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios.In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investors only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard 4111) deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or as it is provided by the data source.Where data obtained from Morningstar, "Stable Value"when shown. ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to Core securities,when offered,are offered through GWFS Equities,Inc. Morningstar and/or its content providers;(2)may not be copied or distributed; and/or other broker dealers.GWFS Equities,Inc.,Member FINRA/SIPC,is a and(3)is not warranted to be accurate,complete or timely.Neither Morningstar wholly owned subsidiary of Great-West Life&Annuity Insurance Company. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Holdings and composition of holdings are subject to change. The responsibility for the content contained in the website(s)provided(if shown) •The ticker symbol displayed may refer to the underlying mutual fund available as is entirely that of the website owner.Endorsement is neither declared nor implied. an investment option through a variable annuity and held in a separate account Fee and performance information on the website(s) listed may differ for funds of Great-West Life & Annuity Insurance Company, Corporate Headquarters: offered through an individual or group variable annuity. Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance A benchmark index is not actively managed,does not have a defined investment Company of New York, Home Office:White Plains, NY. Fees and expenses for objective,and does not incur fees or expenses.Therefore,performance of a fund investment options offered through a separate account may be higher than those will generally be less than its benchmark index. You cannot invest directly in a associated with the underlying fund. Please refer to the annuity contract and/or benchmark index. other disclosure documents for detailed information. The Inception Date listed is the date the fund began operations.The Data GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the Effective Date is the date for which the most current data is available.The jnvestment option provider for providing certain recordkeeping, distribution and administrative services. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by The allocations shown here are subject to change. The fund allocations are their respective owners and are used by permission. based on an investment strategy based on risk and return. U.S.Treasury securities,where listed,are guaranteed as to the timely payment 'A fund that is Actively Managed uses a management approach for the of principal and interest if held to maturity. Investment options are neither issued investment strategy that relies on analytic research,judgment and experience nor guaranteed by the U.S.government. for investment decisions.The Passive management investment approach seeks to replicate the returns of an index,where a fund manager makes as few Funds may impose redemption fees and/or transfer restrictions,if assets are held for less than the published holding period. For more information, see the fund's portfolio decisions as possible,in order to minimize transaction costs, including capital gains.Many passively managed funds mimic the performance of an prospectus and/or disclosure documents. externally specified index.A benchmark index is not actively managed,does Empower RetirementTM refers to the products and services offered in the not have a defined investment objective,and does not incur fees or expenses. ent markets by Great-West Life&Annuity Insurance Company(GWL&A), Therefore,performance of a fund will generally be less than its benchmark ate Headquarters: Greenwood Village, CO; Great-West Life & Annuity index.You cannot invest directly in a benchmark index. Ins rance Company of New York, Home Office: White Plains, NY; and their 5 The Morningstar Style BoxTM reveals a fund's investment strategy. For equity subsidiaries and affiliates. The trademarks, logos, service marks, and design funds,the vertical axis shows the market capitalization of the stocks owned,and elements used are owned by GWL&A. the horizontal axis shows investment style (value, blend or growth). For fixed- Although data is gathered from reliable sources,the completeness or accuracy income funds, the vertical axis shows the average credit quality of the bonds of the data shown cannot be guaranteed.All information is the most current FUNDOV 05/13/2015 Page 3 of 4 123114 MFS(R)International Value R4 GP19/354722855 Glossary & Investment Option Disclosures owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). - For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar 11) Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. _ - V MFS(R) Utilities R4 EMPOWER RETIREMENT utility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks total return.The fund normally invests at least 80%of its net assets in securities of Risk Rating. The Asset Category volatility is issuers in the utilities industry.Issuers in the utilities industry include issuers engaged in the manufacture, based on the average standard deviation of production, generation, transmission, sale or distribution of electric, gas or other types of energy, and investment options in this asset category issuers engaged in telecommunications, including wireless, telephone, and cable (but not engaged in public broadcasting). Investment V Low I Moderate High Risk Profile cn ' A 73 The investment may be most appropriate for someone looking for greater potential returns and willing to CD Asset Category c) accept a higher degree of risk.Specialty funds that invest in a specific industry sector may be more volatile �• *For illustrative purposes only. than funds with more diversified investments. An alternative investment uses aggressive investment , The Asset Category volatility measure will strategies that are speculative and involve a higher degree of risk. `C always be displayed.If the Investment volatility measure is not displayed, the Asset Allocation' Bond Sector Diversification investment may have fewer than three years %of Assets of history or the data may not be available. a Cash & Equivalents 40.93 Morningstar Style Preferred 38.65 • Stock 2.06% Corporate 20.42 Style/Capitalization 3.00%! I Large Value 4'33% Equity Sector Diversification 71 Large 58'70% %of Assets Utilities 53.10 CD Mid 31.91% Communication Svc 23.33 Q m Energy 19.55 Small Real Estate 1.54 a Value Blend Growth Consumer Cyclical 1.53 ca Industrials 0.57 led Issuer Technology 0.38 0 MFS %of Assets Largest Holdings N Investment Adviser U.S.III Stock 58.70 g g o Massachusetts Financial Services • Non U.S. Stock 31.91 %of Assetscri CoPPL Corp 3.46 • Preferred 4.33 NextEra Energy Inc 3.45 Portfolio Managers ❑ Cash 3.00 Comcast Corp Class A 2.91 Davis/Shaughnessy ■ Other 2.06 Exelon Corp 2.58 Asset Category NRG Energy Inc 2.43 Geographic Diversification Kinder Morgan, Inc 2.36 Utilities Public Service Enterprise Group %of Assets Inc 2.33 United States 64.79 Sempra Energy 2.32 United Kingdom 6.56 Williams Companies Inc 2.31 Spain 4.72 Liberty Global PLC Class C 2.19 Canada 2.60 4.14 Percent of Total Net Assets 26.34% • Israel 2.35 Number of Holdings 145 Portugal 2.01 Portfolio Turnover(%) 46.00% Brazil 1.75 Denmark 1.47 France 1.19 .,,,,,,,,:t Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .72% .72% $128.182 04/01/2005 02/28/2015 MMUJX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 MFS(R)Utilities R4 GP19/354722921 V MFS(R) Utilities R4 EMPOWER __ RETIREMENT -. • _ Volatility Meter The Investment volatility is a function of the Risk Statistics (3 Year)^ investment option's Morningstar 3-year Alpha 5.41 Risk Rating. The Asset Category volatility is Beta 0.76 based on the average standard deviation of R-Squared 62.23 investment options in this asset category. Sharpe Ratio 1.33 Investment Standard Deviation 10.23 v "Risk Statistics are measured using the S&P Low Moderate High 500 TR USD benchmark,where applicable. _- A The rating, risk,and return values are relative to CD Asset Categoryeach fund's asset category. - CD *For illustrative purposes only. ,� The Asset Category volatility measure will Bond Characteristics -- . always always be displayed. If the Investment volatility measure is not displayed,the Average Coupon Rate 4.420/0 -_ investment may have fewer than three years _- of history or the data may not be available. Maturity Allocation Morningstar Style' %of Assets • Stock 5 - 7 Years 100.00 Style/Capitalization For more information about this investment Large Value option please go to www.mfs.com. 7 Large (:D Mid Q m Small D CL a Value Blend Growth Fund Issuer ,_, - ._ MFS w Investment Adviser N 0 Massachusetts Financial Services U, Co Portfolio Managers - Davis/Shaughnessy Asset Category Utilities = Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .72% .72% $128.182 04/01/2005 02/28/2015 MMUJX'Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. - FUNDOV 05/13/2015 Page 2 of 4 123114 MFS(R)Utilities R4 GP19/354722921 -- Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below 0 Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style BOxTM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis • on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style(thosestocks for value and growth, neither value are nto nor growth characteristics th stocks and lios.dominate);forfor portfolios,it represents the blend stylthe central column of the e(a mle ox xtureresents the of growth and re Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe.It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard Ill deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar,Inc.,except"Fixed"and/or will generally be less than its benchmark index. You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM refers to the products and services offered in the and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC,is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design *The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment • of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity. Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office:White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by GWFS Equities, Inc., or one or more of its affiliates,may receive a fee from the their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) 4 The Morningstar Style Box1M reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned, and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short,intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest-rate sensitivity,Morningstar obtains from fund companies the 0Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to average effective duration.Generally,Morningstar classifies a fixed-income gstar and/or its content providers; (2)may not be copied or distributed; fund's interest-rate sensitivity based on the effective duration of the Morningstar is not warranted to be accurate,complete or timely.Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classification nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information. Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 3 of 4 123114 MFS(R)Utilities R4 GP19/354722921 Glossary & Investment Option Disclosures -_ For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration • , breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: _= greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. Z- Oppenheimer Global Y -�"` EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks capital appreciation.The fund invests mainly in common stock of U.S.and foreign Risk Rating. The Asset Category volatility is companies. It can invest without limit in foreign securities and can invest in any country, including based on the average standard deviation of countries with developing or emerging markets.However,the fund currently emphasizes its investments investment options in this asset category in developed markets such as the United States, Western European countries and Japan. It does not limit its investments to companies in a particular capitalization range, but primarily invests in mid-and Investment large-cap companies.The fund normally will invest in at least three countries(one of which may be the Low I Moderate High United States). N Asset Category Risk Profile *For illustrative purposes only. International investments may be most appropriate for someone looking for greater potential returns 0 The Asset Category volatility measure will and willing to accept a higher degree of risk. International investments may provide diversification for a v always be displayed.If the Investment domestic portfolio.Foreign investments involve special risks,including currency fluctuations and political - volatility measure is not displayed,the developments. investment may have fewer than three years of history or the data may not be available. Asset Allocation' Bond Sector Diversification Morningstar Style4 %of Assets • Stock Cash & Equivalents 70.31 Style/Capitalization Preferred 29.69 Large Growth 0.04% 0.10% Equity Sector Diversification Large 0.17% 55.50% %of Assets Mid Technology 21.68 Q m 73 44.19% Financial Svc 18.56 Small Healthcare 17.38 Q Value Blend Growth Consumer Cyclical 15.48 5 Industrials 13.01 `B Illkd Issuer Consumer Defensive 6.20 0 Co OppenheimerFunds Basic Materials 3.24 w Investment Adviser Communication Svc 1.72 Energy 1.67 OF! Global Asset Management, Inc. %of Assets Real Estate 1.06 cri Portfolio Managers II Non U.S. Stock 55.50 Rajeev Bhaman MI U.S. Stock 44.19 Largest Holdings ■ Other 0.17 %of Assets Asset Category ■ Cash 0.10 McGraw Hill Financial Inc 2.78 World Stock I I Preferred 0.04 LM Ericsson Telephone Company B 2.56 Geographic Diversification Walt Disney Co 2.32 of Assets eBay Inc 2.23 Murata Mfg Co Ltd 2.11 United States 44.32 Bayerische Motoren Werke AG Japan 11.07 BMW 2.09 Germany 10.01 Airbus Group NV 2.03 France 7.19 Colgate-Palmolive Co 2.00 United Kingdom 5.06 Citigroup Inc 1.96 Switzerland 4.76 Prudential PLC 1.93 Sweden 4.24 Percent of Total Net Assets 22.02% Spain 3.47 India 3.36 Number of Holdings 88 Brazil 2.97 Portfolio Turnover(%) 11.00% A Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .88% .88% $1,263.554 11/17/1998 02/28/2015 OGLYX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Oppenheimer Global Y GP19/354723605 .1... V Oppenheimer Global Y EMPOWER RETIREMENT Volatility Meter* Risk Statistics (3 Year) __ The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 7.64 Risk Rating.The Asset Category volatility is Beta 0.90 based on the average standard deviation of R-Squared 86.08 -- investment options in this asset category. Sharpe Ratio 1.14 Investment Standard Deviation 12.15 V ^Risk Statistics are measured using the MSCI Low I Moderate I High ACWI NR USD benchmark,where applicable. (D A The rating,risk,and return values are relative to 3 Asset Category each fund's asset category. co *For illustrative purposes only. For more information about this = The Asset Category volatility measure will investment option please go to v always be displayed. If the Investment www.oppenheimerfunds.com. ft- volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. M7= Morningstar Style4 • Stock Style/Capitalization Large Growth Large 7 m -- Mid a m Small a - Value Blend Growth Fund Issuer w OppenheimerFunds w Investment Adviser o OFI Global Asset Management, Inc. _ Portfolio Managers Rajeev Bhaman Asset Category World Stock a- ,_, , _,: Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .88% .88% $1,263.554 11/17/1998 02/28/2015 OGLYX Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from =- your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNIDOV 05/13/2015 Page 2 of 4 123114 Oppenheimer Global Y GP19/354723605 __ Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period. Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateBox Style styleg(those stocks for ories value and growth, value are nto both stocks and nor growth characteristics iios.dom na e);forfor portfol os,it represents the blend stylthe central column of the e(a boxle represents of growth and Evalue stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation • among the funds'returns.If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or will generally be less than its benchmark index. You cannot invest directly in a "Stable Value"when shown. benchmark index. Core securities,when offered,are offered through GWFS Equities,Inc. Empower RetirementTM refers to the products and services offered in the and/or other broker dealers.GWFS Equities,Inc.,Member FINRA/SIPC,is a retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Holdings and composition of holdings are subject to change. Insurance Company of New York, Home Office: White Plains, NY; and their subsidiaries and affiliates. The trademarks, logos, service marks, and design •The ticker symbol displayed may refer to the underlying mutual fund available as elements used are owned by GWL&A. an investment option through a variable annuity and held in a separate account U.S.Treasury securities,where listed,are guaranteed as to the timely payment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: of principal and interest if held to maturity. Investment options are neither issued Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance nor guaranteed by the U.S.government. Company of New York, Home Office: White Plains, NY. Fees and expenses for investment options offered through a separate account may be higher than those The Inception Date listed is the date the fund began operations.The Data associated with the underlying fund. Please refer to the annuity contract and/or Effective Date is the date for which the most current data is available.The other disclosure documents for detailed information. Period Ending Date is the date for which the fund fact sheet is produced. All trademarks, logos,service marks,and design elements used are owned by GWFS Equities, Inc., or one or more of its affiliates, may receive a fee from the their respective owners and are used by permission. investment option provider for providing certain recordkeeping, distribution and Funds may impose redemption fees and/or transfer restrictions,if assets are held administrative services. ,for less than the published holding period. For more information, see the fund's 'The allocations shown here are subject to change. The fund allocations are 'prospectus and/or disclosure documents. based on an investment strategy based on risk and return. The responsibility for the content contained in the website(s)provided(if shown) 4 The Morningstar Style BoxTM reveals a fund's investment strategy. For equity is entirely that of the website owner.Endorsement is neither declared nor implied. funds,the vertical axis shows the market capitalization of the stocks owned,and Fee and performance information on the website(s) listed may differ for funds the horizontal axis shows investment style (value, blend or growth). For fixed- offered through an individual or group variable annuity. income funds, the vertical axis shows the average credit quality of the bonds Although data is gathered from reliable sources,the completeness or accuracy owned, and the horizontal axis shows interest rate sensitivity as measured by a of the data shown cannot be guaranteed.All information is the most current bond's duration(short, intermediate or long). as it is provided by the data source.Where data obtained from Morningstar, For interest-rate sensitivity,Morningstar obtains from fund companies the 0aMorningstar, Inc.All Rights Reserved.The data:(1)is proprietary to average effective duration.Generally,Morningstar classifies a fixed-income gstar and/or its content providers;(2)may not be copied or distributed; fund's interest-rate sensitivity based on the effective duration of the Morningstar )is not warranted to be accurate,complete or timely.Neither Morningstar Core Bond Index(MCBI),which is currently three years.The classification nor its content providers are responsible for any damages or losses arising from of Limited will be assigned to those funds whose average effective duration any use of this information.Past performance is no guarantee of future results. is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be A benchmark index is not actively managed,does not have a defined investment classified as Moderate;and those that are at 125%or greater of the average objective,and does not incur fees or expenses.Therefore,performance of a fund effective duration of the MCBI will be classified as Extensive. FUNDOV 05/13/2015 Page 3 of 4 123114 Oppenheimer Global Y GP19/354723605 Glossary & Investment Option Disclosures For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than = 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 -_ years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. _ ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • FUNDOV 05/13/2015 Page 4 of 4 123114 Oppenheimer Global Y GP19/354723605 Putnam High Yield Advantage Y EMPOWER RETIREMENT atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks high current income, and capital appreciation is a secondary consideration.The Risk Rating. The Asset Category volatility is fund invests mainly in bonds that are obligations of U.S. companies, are below-investment-grade in based on the average standard deviation of quality(sometimes referred to as"junk bonds"), and have intermediate-to long-term maturities (three investment options in this asset category. years or longer). The adviser may consider, among other factors, credit, interest rate and prepayment risks,as well as general market conditions,when deciding whether to buy or sell investments.The fund Investment may also invest in other debt instruments, including loans. V Low I Moderate High .A Risk Profile CO Asset Category o High yield bond investments may be appropriate for investors willing to accept greater potential price Q *For illustrative purposes only. volatility in exchange for an increased opportunity for capital appreciation and higher yields than higher The Asset Category volatility measure will rated bond investments. In general, bond investments may be most appropriate for someone seeking always be displayed.If the Investment higher potential income than with a money market or stable value investment.Although they have higher volatility measure is not displayed,the return potential,high yield bonds are also subject to greater risk,including the risk of default,compared investment may have fewer than three years to higher-rated securities. of history or the data may not be available. Morningstar Styled Asset Allocation' Bond Sector Diversification Fixed Income %of Assets • Credit Quality/Interest Rate Corporate 87.40 Sensitivity Convertible 3.22 Moderate Sensitivity Low Quality 0.31% Government 2.68 0.42% Cash & Equivalents 1.87 High 1.84% BankLoan 1.74 -D 4.19% FutureForward 1.66 5 Med 16'13% Collateralized Mortgage Oblig. 1.42 m 7 • Low 77.11% Largest Holdings co Ltd Mod Ext %of Assets o Fund Issuer Intelsat Luxembourg S A 7.75% co Putnam 06/01/21 0.80 Z Investment Adviser Ceridian Hcm Hldg 144A 11% o 03/15/21 0.62 , Putnam Investment Management, °i°of Assets Altice Sa 144A 7.75% 05/15/220.61 LLC ■ U.S. Bond 77.11 Ads Waste Hldgs 8.25`)/010/01/20 0.54 Portfolio Managers INNon U.S. Bond 16.13 Hca 6.5% 02/15/20 0.54 Royal Bank 1 SFR 08/29/49 0.52 theBoucher/Scanlon /Salvin • COashr 4.19 84 Wideopenwest Fin LIc/Wideop 10.25% .52 Asset Category ■ Convertible 0.42 Kinet07/1ic Concepts9 0 051 Kinetic 10.5/011/01/18. 0.51 High Yield Bond ❑ Preferred 0.31 Legrand S A 8.5% 02/15/25 0.51 Avaya 144A 7% 04/01/19 0.50 Geographic Diversification Percent of Total Net Assets 5.67% %of Assets Number of Holdings 594 • United States 82.70 Portfolio Turnover(%) 43.00% Canada 5.68 Luxembourg 4.65 • United Kingdom 2.07 France 1.28 Netherlands 0.71 Bermuda 0.62 Cayman Islands 0.58 Japan 0.34 Mexico 0.32 .at Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .78% .78% $77.252 12/31/1998 12/31/2014 PHAYX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Putnam High Yield Advantage Y GP19/354724052 '1 Putnam High Yield Advantage Y EMPOWER RETIREMENT VolatilityIII Meter* Risk Statistics (3 Year)A The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 5.41 Risk Rating. The Asset Category volatility is Beta 0.47 based on the average standard deviation of R-Squared 10.38 investment options in this asset category. Sharpe Ratio 1.63 Investment Standard Deviation 4.20 V "Risk Statistics are measured using the JPM Low I Moderate High Developed High Yield TR USD benchmark, A where applicable.The rating,risk,and return CA Asset Category values are relative to each fund's asset category. = Q *For illustrative purposes only. Bondi' The Asset Category volatility measure will Credit Quality - Bond always be displayed.If the Investment %of Assets volatility measure is not displayed,the investment may have fewer than three years A 0.52 of history or the data may not be available. BBB 4.53 BB 46.72 Morningstar Style4 B 35.18 • Fixed Income Below B 12.15 Credit Quality/Interest Rate Not Rated 0.90 Sensitivity Moderate Sensitivity Low Quality Bond Characteristics T High Average Coupon Rate 6.96% o Average Effective Duration 4.06 yrs CL MedEffective Maturity 5.70 yrs M Low Average Credit Quality B Q Ltd Mod Ext Maturity Allocation ( Fund Issuer %of Assets w Putnam 1 - 3 Years 3.58 N Investment Adviser 3 - 5 Years 18.44 5 - 7 Years 39.05 01 Putnam Investment Management, 7 - 10 Years 31.77 LLC 10 - 15 Years 3.11 Portfolio Managers 15 - 20 Years 1.52 20 - 30 Years 0.38 Boucher/ Scanlon/Salvin Over 30 Years 2.16 Asset Category For more information about this investment High Yield Bond option please go to www.putnam.com. Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .78% .78% $77.252 12/31/1998 12/31/2014 PHAYX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Putnam High Yield Advantage Y GP19/354724052 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread, including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The model for the fixed income style box is based on the two pillars of fixed-income performance:interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years,high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Ope reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or Although data is gathered from reliable sources,the completeness or accuracy "Stable Value"when shown. of the data shown cannot be guaranteed.All information is the most current Core securities,when offered,are offered through GWFS Equities,Inc. as it is provided by the data source.Where data obtained from Morningstar, and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Morningstar and/or its content providers;(2)may not be copied or distributed; and(3)is not warranted to be accurate,complete or timely. Neither Morningstar Holdings and composition of holdings are subject to change. nor its content providers are responsible for any damages or losses arising from *The ticker symbol displayed may refer to the underlying mutual fund available as any use of this information. Past performance is no guarantee of future results. an investment option through a variable annuity and held in a separate account A benchmark index is not actively managed,does not have a defined investment of Great-West Life & Annuity Insurance Company, Corporate Headquarters: objective,and does not incur fees or expenses.Therefore,performance of a fund Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance will generally be less than its benchmark index. You cannot invest directly in a Company of New York, Home Office: White Plains, NY. Fees and expenses for benchmark index. investment options offered through a separate account may be higher than those Empower RetirementTM refers to the products and services offered in the associated with the underlying fund. Please refer to the annuity contract and/or retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), other disclosure documents for detailed information. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity All trademarks,logos,service marks,and design elements used are owned by Insurance Company of New York, Home Office: White Plains, NY; and their their respective owners and are used by permission. subsidiaries and affiliates. The trademarks, logos, service marks, and design U.S.Treasury securities,where listed,are guaranteed as to the timely payment elements used are owned by GWL&A. eacipal and interest if held to maturity. Investment options are neither issued The Inception Date listed is the date the fund began operations.The Data ranteed by the U.S.government. Effective Date is the date for which the most current data is available.The The responsibility for the content contained in the website(s)provided(if shown) Period Ending Date is the date for which the fund fact sheet is produced. is entirely that of the website owner.Endorsement is neither declared nor implied. Funds may impose redemption fees and/or transfer restrictions,if assets are held Fee and performance information on the website(s) listed may differ for funds for less than the published holding period. For more information, see the fund's offered through an individual or group variable annuity. prospectus and/or disclosure documents. FUNDOV 05/13/2015 Page 3 of 4 123114 Putnam High Yield Advantage Y GP19/354724052 Glossary & Investment Option Disclosures Putnam mutual funds are distributed by Putnam Investments,LLC and managed by Putnam Investment Management,LLC,both of which are affiliates of GWL&A and GWL&A of NY and their subsidiaries and affiliates. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the investment option provider for providing certain recordkeeping, distribution and • administrative services. Putnam Funds are affiliates of Great-West Life&Annuity Insurance Company, Great-West Life&Annuity Insurance Company of New York,White Plains,New York, and their subsidiaries and affiliates. 'The allocations shown here are subject to change. The fund allocations are based on an investment strategy based on risk and return. 'Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO).If two NRSROs have rated a security,fund companies are to report the lowest rating;if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar, Inc. is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities. For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. 3 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO. Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB-";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When 411 classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 4 The Morningstar Style Box TM reveals a fund's investment strategy. For equity funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short, intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. FUNDOV 05/13/2015 Page 4 of 4 123114 Putnam High Yield Advantage Y GP19/354724052 T. Rowe Price Retirement 2010 EMPOWER RETIREMENT atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks the highest total return over time consistent with an emphasis on both capital Risk Rating. The Asset Category volatility is growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond based on the average standard deviation of funds that represent various asset classes and sectors. Its allocation between T. Rowe Price stock and investment options in this asset category bond funds will change over time in relation to its target retirement date.The fund is managed based on the specific retirement year(target date 2010)included in its name and assumes a retirement age of 65. Investment D r While the fund is non-diversified,it invests in diversified underlying holdings. cn Low Moderate High cD A Risk Profile D Asset Category — This investment option may be most appropriate for someone with a preference for some principal 0 *For illustrative purposes only. security and income but also willing to take some risk to achieve higher potential returns.The investor 0 The Asset Category volatility measure will may be in or approaching retirement or may prefer to take less risk than other investors. Investors .-+ always be displayed.If the Investment choosing this option want to invest in a mixture of diverse investments suiting their needs but may not O volatility measure is not displayed, the have the time,desire,or knowledge to select and manage their own portfolios.The date in a target investment may have fewer than three years date fund's name represents an approximate date when an investor is expected to retire(which is of history or the data may not be available. assumed to be at age 65)and/or begins withdrawing money.The principal value of the funds is not guaranteed at any time, including the target date.Asset allocation and balanced investment options Morningstar Styles and models are subject to the risks of the underlying funds,which can be a mix of stocks/stock funds • Stock and bonds/bond funds.For more information,please refer to the fund prospectus and/or disclosure Style/Capitalization document. Large Blend 6 Enhanced Portfolio Diversification: Glide Path Large - — - C CD Category Allocation At Target Date , 0 MidIII Fixed Income 46.00% Q Small Equities 54.00% n. Value Blend Growth 0 00 100% - d Income o Credit Quality/Interest Rate co Sensitivity 80% - Moderate Sensitivity Term Medium o Quality 60% - cn High 40% - Med 20% - Low Ltd Mod Ext 40 35 30 25 20 15 10 5 0 5 10 15 20 25 30 Years Before Retirement Years After Retirement Fund Issuer T. Rowe Price Investment Adviser Geographic Diversification %of Assets T. Rowe Price Associates, Inc. United States 73.78 Portfolio Managers United Kingdom 3.53 Jerome Clark Japan 2.54 • Mexico 1.46 Asset Category France 1.38 Target Date 2000-2010 Switzerland 1.31 Brazil 1.16 China 0.97 Germany 0.91 Canada 0.89 .;t Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .59% .59% $5,161.546 09/30/2002 03/31/2015 TRRAX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents;from.. ,. your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 T.Rowe Price Retirement 2010 GP19/354725795 "1.. V T. Rowe Price Retirement 2010 EMPOWER RETIREMENT Volatility Meter* •• Bond Sector Diversification Risk Statistics (3 Year) The Investment volatility is a function of the investment option's Morningstar 3-year %of Assets Alpha 0.31 Risk Rating. The Asset Category volatility is Government 41.92 Beta 0.90 based on the average standard deviation of Corporate 24.33 R-Squared 98.03 investment options in this asset category. AgencyMtgBacked 11.82 Sharpe Ratio 1.30 Investment Cash & Equivalents 9.39 Standard Deviation 5.72 > • Asset Backed 4.74 ^Risk Statistics are measured using the S&P tn Low Moderate High Collateralized Mortgage Oblig 3.50 Target Date 2010 TR USD benchmark,where cr, A ResMtgBacked 2.26 applicable.The rating, risk,and return values D Asset Category Municipal 0.63 are relative to each fund's asset category. Swap 0.53 o o *For illustrative purposes only. Government/Agency 0.37s a The Asset Category volatility measure will Convertible 0.25 Credit Quality - Bond always be displayed. If the Investment BankLoan 0.11 %of Assets = volatility measure is not displayed, the Preferred 0.08 investment may have fewer than three years USMunicipal 0.04 AAA 57.86 of history or the data may not be available. FutureForward 0.02 AA 3.36 CoveredBond 0.01 A 7.50 Morningstar Styles BBB 17.88 • B 3.85 Stock Equity Sector Diversification BB 6.15 Style/Capitalization Large Blend %of Assets Below B 2.78 Financial Svc 17.38 Not Rated 0.61 -111 -Large Technology 14.65 Mid Consumer Cyclical 12.38 Bond Characteristics Q Healthcare 12.37 Cou on Rate 3.17% m Small Industrials 11.68 Average p Consumer Defensive 8.47 Average Effective Duration 4.50 yrs a_ Value Blend Growth Energy 6.95 Effective Maturity 6.56 yrs Fixed Income Basic Materials 5.31 Average Credit Quality BBB Credit Quality/ Interest Rate Communication Svc 4.18 w Sensitivity Real Estate 3.80 Maturity Allocation Moderate Sensitivity Term Medium Utilities 2.83 %of Assets o Quality 183 - 364 Days 0.03 cp Largest Holdings 1 - 3 Years 20.83 High of Assets 3 - 5 Years 23.29 -r Med T. Rowe Price New Income 26.94 5 - 7 Years 10.95 T. Rowe Price Equity Index 500.. 25.07 7 - 10 Years 13.84 Low T. Rowe Price Inflation Focused 10 - 15 Years 4.31 Ltd Mod Ext Bond 15.01 15 - 20 Years 2.75 Fund Issuer T. Rowe Price Intl Gr& Inc 4.37 20 - 30 Years 19.39 T. Rowe Price High-Yield 4.26 Over 30 Years 4.61 T. Rowe Price T. Rowe Price Emerging Markets For more information about this investment Investment Adviser Bond 4.00 B. Rowe Price Overseas Stock 4.00 option please go to www.troweprice.com. T. Rowe Price Associates, Inc. T. Rowe Price International Stock Portfolio Managers Fd 3.74 Jerome Clark T. Rowe Price International Bond2.95 T. Rowe Price Emerging Markets . Asset Category Stock 2.38 Target Date 2000-2010 Percent of Total Net Assets 92.71% Number of Holdings 17 Portfolio Turnover(%) 19.00% Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .59% .59% $5,161.546 09/30/2002 03/31/2015 TRRAX Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 T Rowe Price Retirement 2010 GP19/354725795 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates. Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those A exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style(thosestocks for value and which nether value are nto nor growth characteristics th stocks and lios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a mle ixturx e of of growth and esents the re Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. The model for the fixed income style box is based on the two pillars of fixed-income performance:interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of • 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years, high. For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Shame ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or U.S.Treasury securities,where listed, are guaranteed as to the timely payment "Stable Value"when shown. of principal and interest if held to maturity. Investment options are neither issued tore securities,when offered,are offered through GWFS Equities,Inc. nor guaranteed by the U.S.government. and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a Empower RetirementTM refers to the products and services offered in the wholly owned subsidiary of Great-West Life&Annuity Insurance Company. retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), Holdings and composition of holdings are subject to change. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY; and their 'The ticker symbol displayed may refer to the underlying mutual fund available as subsidiaries and affiliates. The trademarks, logos, service marks, and design an investment option through a variable annuity and held in a separate account elements used are owned by GWL&A. of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Asset allocation funds are generally subject to a fund operating expense at the Greenwood village, CO, or in New York, Great West Life &Annuity Insurance fund level,as well as prorated fund operating expenses of each underlying fund Ilny of New York, Home Office:White Plains, NY. Fees and expenses for in which they invest. For more information, please refer to the fund prospectus ent options offered through a separate account may be higher than those and/or disclosure document. as crated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. The Inception Date listed is the date the fund began operations.The Data Funds may impose redemption fees and/or transfer restrictions,if assets are held Effective Date is the date for which the most current data is available.The for less than the published holding period. For more information, see the fund's Period Ending Date is the date for which the fund fact sheet is produced. prospectus and/or disclosure documents. All trademarks,logos,service marks,and design elements used are owned by their respective owners and are used by permission. FUNDOV 05/13/2015 Page 3 of 4 123114 T. Rowe Price Retirement 2010 GP19/354725795 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment 6 A target date fund will gradually shift its emphasis from more aggressive objective,and does not incur fees or expenses.Therefore,performance of a fund investments to more conservative ones based on its target date(which is will generally be less than its benchmark index. You cannot invest directly in a the assumed retirement date for an investor). In general,the underlying �- benchmark index. investments are made up of stocks(or stock funds),bonds(or bond fund m Although data is gathered from reliable sources,the completeness or accuracy and cash equivalents.A glide path is how the fund expects to allocate to of the data shown cannot be guaranteed.All information is the most current underlying investments over time,essentially"gliding"from more aggressive as it is provided by the data source.Where data obtained from Morningstar, investments to more conservative ones. ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a Morningstar and/or its content providers;(2)may not be copied or distributed; deposit or guaranteed by any bank affiliate or credit union.Not insured by and(3)is not warranted to be accurate,complete or timely.Neither Morningstar any federal government agency.Funds may lose value.Not a condition of nor its content providers are responsible for any damages or losses arising from any banking or credit union activity. any use of this information.Past performance is no guarantee of future results. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. investment option provider for providing certain recordkeeping, distribution and == administrative services. The responsibility for the content contained in the website(s)provided(if shown) is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. 3 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar -_ instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two - NRSROs have rated a security,fund companies are to report the lowest rating;if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO =_ Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar,Inc. is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. — 4 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO.Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than - "BBB-"; medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the — entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 5 The Morningstar Style BoxTM reveals a fund's investment strategy. For equity -_ funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds owned,and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar -_ Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These • breakpoints are as follows:(i)Limited:4.5 years or less; (ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. FUNDOV 05/13/2015 Page 4 of 4 123114 T. Rowe Price Retirement 2010 GP19/354725795 V T. Rowe Price Retirement 2020 EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks the highest total return over time consistent with an emphasis on both capital Risk Rating. The Asset Category volatility is growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond based on the average standard deviation of funds that represent various asset classes and sectors. Its allocation between T. Rowe Price stock and investment options in this asset category. bond funds will change over time in relation to its target retirement date.The fund is managed based on the specific retirement year(target date 2020)included in its name and assumes a retirement age of 65. Investment While the fund is non-diversified,it invests in diversified underlying holdings. co rn Low Moderate High CCD A Risk Profile Asset Category D This investment option may be most appropriate for someone willing to take some risk to achieve p *For illustrative purposes only. higher potential returns.The investor may be approaching retirement,with a short investment horizon, o The Asset Category volatility measure will or may prefer to take less risk than other investors. Investors choosing this option want to invest in a always be displayed.If the Investment mixture of diverse investments suiting their needs but may not have the time,desire,or knowledge 0 volatility measure is not displayed, the to select their own portfolios.The date in a target date fund's name represents an approximate date investment may have fewer than three years when an investor is expected to retire(which is assumed to be at age 65)and/or begins withdrawing of history or the data may not be available. money.The principal value of the funds is not guaranteed at any time, including the target date.Asset e allocation and balanced investment options and models are subject to the risks of the underlying Morningstar Style funds,which can be a mix of stocks/stock funds and bonds/bond funds.For more information,please • Stock refer to the fund prospectus and/or disclosure document. Style/Capitalization 6 Large Blend Enhanced Portfolio Diversification: Glide Path Large Category Allocation At Target Date m • Fixed Income 46.00% o Mid Equities 54.00% M Small n Q Value Blend Growth 100% - O (fl d Income 80% - CO Credit Quality/ Interest Rate w Sensitivity Moderate Sensitivity Term Medium 60% - o Quality cn 40% - High Med 20% Low 0% - 40 35 30 25 20 15 10 5 0 5 10 15 20 25 30 Ltd Mod Ext Years Before Retirement Years After Retirement Fund Issuer T. Rowe Price Geographic Diversification Investment Adviser %of Assets T. Rowe Price Associates, Inc. United States 70.02 United Kingdom 4.37 Portfolio Managers Japan 3.30 Jerome Clark Switzerland 1.76 China 1.72 Asset Category France 1.58 Target Date 2016-2020 Canada 1.16 Brazil 1.12 Germany 1.10 Mexico 1.01 .at Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .67% .67% $19,780.661 09/30/2002 03/31/2015 TRRBX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from;;;,,;: ,,,.4 your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 T.Rowe Price Retirement 2020 GP19/354725797 T. Rowe Price Retirement 2020 EMPOWER RETIREMENT lip Volatility Meter* Bond Sector Diversification Risk Statistics (3 Year)^ The Investment volatility is a function of the investment option's Morningstar 3-year %of Assets Alpha 0.69 Risk Rating.The Asset Category volatility is Government 34.77 Beta 1.15 based on the average standard deviation of Corporate 26.31 R-Squared 98.30 investment options in this asset category. AgencyMtgBacked 13.28 Sharpe Ratio 1.34 -- Cash & Equivalents 12.50 Standard Deviation 7.29 Investment > V Asset Backed 4.83U Risk Statistics are measured using the S&P rn Low ModerateHi h Collateralized Mortgage Oblig. 3.75 a)I g ResMtgBacked 2.50 Target Date 2020 TR USD benchmark,where ,..� Ag applicable.The rating, risk, and return values D Asset Category Municipal 0.71 are relative to each fund's asset category. Government/Agency 0.42 0 M: *For illustrative purposes only. Swap 0.31 a,a 0 The Asset Category volatility measure will Convertible 0.29 Credit Quality - Bond o. _ Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below 0 Average, and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The Morningstar U.S.Equity Style Box T" is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateEquity Style style g(those stocks for value and growth, value are nto both stocks and nor growth characteristics iclios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(ale box mixture resents the of growth and Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. The model for the fixed income style box is based on the two pillars of fixed-income performance:interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI). By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of • 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years, high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded.In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Rao past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or U.S.Treasury securities,where listed,are guaranteed as to the timely payment "Stable Value"when shown. of principal and interest if held to maturity. Investment options are neither issued 'Core securities,when offered,are offered through GWFS Equities,Inc. nor guaranteed by the U.S.government. and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a Empower RetirementTM refers to the products and services offered in the wholly owned subsidiary of Great-West Life&Annuity Insurance Company. retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), Holdings and composition of holdings are subject to change. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY; and their 'The ticker symbol displayed may refer to the underlying mutual fund available as subsidiaries and affiliates. The trademarks, logos, service marks, and design an investment option through a variable annuity and held in a separate account elements used are owned by GWL&A. of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Asset allocation funds are generally subject to a fund operating expense at the Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance fund level,as well as prorated fund operating expenses of each underlying fund ny of New York, Home Office:White Plains, NY. Fees and expenses for in which they invest. For more information, please refer to the fund prospectus ent options offered through a separate account may be higher than those and/or disclosure document. as crated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. The Inception Date listed is the date the fund began operations.The Data Funds may impose redemption fees and/or transfer restrictions,if assets are held Effective Date is the date for which the most current data is available.The for less than the published holding period. For more information, see the fund's Period Ending Date is the date for which the fund fact sheet is produced. prospectus and/or disclosure documents. All trademarks,logos,service marks,and design elements used are owned by their respective owners and are used by permission. FUNDOV 05/13/2015 Page 3 of 4 123114 T.Rowe Price Retirement 2020 GP19/354725797 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment 6A target date fund will gradually shift its emphasis from more aggressive objective,and does not incur fees or expenses.Therefore,performance of a fund investments to more conservative ones based on its target date(which is will generally be less than its benchmark index. You cannot invest directly in a the assumed retirement date for an investor). In general,the underlying benchmark index. investments are made up of stocks(or stock funds),bonds(or bond fun Although data is gathered from reliable sources,the completeness or accuracy and cash equivalents.A glide path is how the fund expects to allocate to 3 of the data shown cannot be guaranteed.All information is the most current underlying investments over time,essentially"gliding"from more aggressive as it is provided by the data source.Where data obtained from Morningstar, investments to more conservative ones. ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a Morningstar and/or its content providers;(2)may not be copied or distributed; deposit or guaranteed by any bank affiliate or credit union.Not insured by and(3)is not warranted to be accurate,complete or timely.Neither Morningstar any federal government agency.Funds may lose value.Not a condition of nor its content providers are responsible for any damages or losses arising from any banking or credit union activity. any use of this information. Past performance is no guarantee of future results. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. investment option provider for providing certain recordkeeping, distribution and administrative services. The responsibility for the content contained in the website(s)provided(if shown) s _ is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. 3 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by V T. Rowe Price Retirement 2030 R EMPOWER RETIREMENT Ittility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks the highest total return over time consistent with an emphasis on both capital Risk Rating. The Asset Category volatility is growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond based on the average standard deviation of funds that represent various asset classes and sectors. Its allocation between T. Rowe Price stock and investment options in this asset category bond funds will change over time in relation to its target retirement date.The fund is managed based on the specific retirement year(target date 2030)included in its name and assumes a retirement age of 65. Investment While the fund is non-diversified,it invests in diversified underlying holdings. ♦ rn Low Moderate High CD A Risk Profile D Asset Category This investment option may be most appropriate for someone willing to balance the risk of principal O *For illustrative purposes only. fluctuation with the potential for greater capital growth over time.The investor may have a medium 0 The Asset Category volatility measure will investment horizon.Investors choosing this option want to invest in a mixture of diverse investments ,-. always be displayed. If the Investment suiting their needs but may not have the time,desire,or knowledge to select their own portfolios. 0 volatility measure is not displayed, the The date in a target date fund's name represents an approximate date when an investor is expected investment may have fewer than three years to retire(which is assumed to be at age 65)and/or begins withdrawing money.The principal value of history or the data may not be available. of the funds is not guaranteed at any time, including the target date.Asset allocation and balanced investment options and models are subject to the risks of the underlying funds,which can be a mix of Morningstar Styles stocks/stock funds and bonds/bond funds.For more information,please refer to the fund prospectus • Stock and/or disclosure document. Style/Capitalization 6 Large Growth Enhanced Portfolio Diversification: Glide Path Large7 Category Allocation At Target Date 1. Fixed Income 46.00% p' Mid Equities 54.00% a M Small Q Value Blend Growth 100% - CO Aid Income - o Credit Quality/ Interest Rate Z,, Sensitivity Moderate Sensitivity Low Quality 60% - o High 40% C.TI Med 20% - Low ....,. .,. _. ... . .�. Ltd Mod Ext 40 35 30 25 20 15 10 5 0 5 10 15 20 25 30 Years Before Retirement Years After Retirement Fund Issuer T. Rowe Price Investment Adviser Geographic Diversification %of Assets T. Rowe Price Associates, Inc. United States 67.40 Portfolio Managers United Kingdom 5.01 Jerome Clark Japan 3.92 China 2.33 -Asset Category Switzerland 2.16 Target Date 2026-2030 France 1.72 Canada 1.34 Germany 1.24 Australia 1.10 Brazil 1.05 ..at Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .73% .73% $18,527.059 09/30/2002 03/31/2015 TRRCX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered.investmentpptions;and/or disclosure documents from v your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 T. Rowe Price Retirement 2030 GP19/354725799 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment 6 A target date fund will gradually shift its emphasis from more aggressive objective,and does not incur fees or expenses.Therefore,performance of a fund investments to more conservative ones based on its target date(which is will generally be less than its benchmark index. You cannot invest directly in a the assumed retirement date for an investor). In general,the underlying benchmark index. investments are made up of stocks(or stock funds),bonds(or bond fund Although data is gathered from reliable sources,the completeness or accuracy and cash equivalents.A glide path is how the fund expects to allocate to of the data shown cannot be guaranteed.All information is the most current underlying investments over time,essentially"gliding"from more aggressive as it is provided by the data source.Where data obtained from Morningstar, investments to more conservative ones. ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a Morningstar and/or its content providers;(2)may not be copied or distributed; deposit or guaranteed by any bank affiliate or credit union.Not insured by and(3)is not warranted to be accurate,complete or timely. Neither Morningstar any federal government agency.Funds may lose value.Not a condition of nor its content providers are responsible for any damages or losses arising from any banking or credit union activity. any use of this information. Past performance is no guarantee of future results. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. investment option provider for providing certain recordkeeping, distribution and administrative services. The responsibility for the content contained in the website(s)provided(if shown) is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. 3 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar - instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two NRSROs have rated a security,fund companies are to report the lowest rating;if three or more NRSROs have rated the same security differently,fund = companies are to report the rating that is in the middle. For example,if NRSRO X rates a security AA-, NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time. PLEASE NOTE: Morningstar,Inc. is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. 4 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality -_ is currently a letter that roughly corresponds to the scale used by a leading NRSRO. Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality. Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the =— entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 5 The Morningstar Style B0xTM reveals a fund's investment strategy. For equity funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds owned,and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short, intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized. These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: - greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. FUNDOV 05/13/2015 Page 4 of 4 123114 T.Rowe Price Retirement 2030 GP19/354725799 V T. Rowe Price Retirement 2040 EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks the highest total return over time consistent with an emphasis on both capital Risk Rating. The Asset Category volatility is growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond based on the average standard deviation of funds that represent various asset classes and sectors. Its allocation between T. Rowe Price stock and investment options in this asset category. bond funds will change over time in relation to its target retirement date.The fund is managed based on the specific retirement year(target date 2040)included in its name and assumes a retirement age of 65. Investment While the fund is non-diversified, it invests in diversified underlying holdings. cn cn Low I Moderate I High CD ,+ A Risk Profile D Asset Category This investment option may be most appropriate for someone with a high priority for capital growth 0 *For illustrative purposes only. and willing to accept a greater degree of risk.The investor may have a medium to long investment v The Asset Category volatility measure will horizon,or may prefer to take less risk than more aggressive investors.Investors choosing this option .—.. always be displayed.If the Investment want to invest in a mixture of diverse investments suiting their needs but may not have the time, O volatility measure is not displayed,the desire,or knowledge to select their own portfolios.The date in a target date fund's name represents investment may have fewer than three years an approximate date when an investor is expected to retire(which is assumed to be at age 65)and/ of history or the data may not be available. or begins withdrawing money.The principal value of the funds is not guaranteed at any time,including the target date.Asset allocation and balanced investment options and models are subject to the risks Morningstar Styles of the underlying funds,which can be a mix of stocks/stock funds and bonds/bond funds.For more • Stock information,please refer to the fund prospectus and/or disclosure document. Style/Capitalization 6 Large Growth Enhanced Portfolio Diversification: Glide Path Large7 Category Allocation At Target Date Fixed Income Equities 46.00% o 10 rD Mid 54.00% a m Small = a Value Blend Growth 100% - D (L] d Income 80% - CO Credit Quality/Interest Rate G, Sensitivity Moderate Sensitivity Term Medium 60% - o Quality CP 40% - High —1111—Med 20% Low 40 35 30 25 20 15 10 5 0 5 10 15 20 25 30 Ltd Mod Ext Years Before Retirement Years After Retirement Fund Issuer T. Rowe Price Geographic Diversification Investment Adviser %of Assets T. Rowe Price Associates, Inc. United States 66.47 United Kingdom 5.35 Portfolio Managers Japan 4.27 Jerome Clark China 2.73 Switzerland 2.40 Asset Category France 1.76 Target Date 2036-2040 Canada 1.43 Germany 1.31 Australia 1.18 Hong Kong 1.18 .A Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .76% .76% $12,503.848 09/30/2002 03/31/2015 TRRDX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 T. Rowe Price Retirement 2040 GP19/354725801 V T. Rowe Price Retirement 2040 EMPOWER RETIREMENT VolatilityMeter* •• Bond Sector Diversification Risk Statistics (3 Year) The Investment volatility is a function of the investment option's Morningstar 3-year %of Assets Alpha 1.05 Risk Rating.The Asset Category volatility is Cash & Equivalents 26.25 Beta 1.45 based on the average standard deviation of Corporate 25.59 R-Squared 96.02 investment options in this asset category. Government 23.48 Sharpe Ratio 1.35 Investment AgencyMtgBacked 12.41 Standard Deviation 9.30 > Asset Backed 4.32 Collateralized Mortgage Obll 3.41 Risk Statistics are measured using the S&P Low Moderate I Highg Target Date 2040 TR USD benchmark,where CD A ResMtgBacked 2.31 applicable.The rating,risk,and return values D ; - Asset Category Municipal 0.67 are relative to each fund's asset category. - Government/Agency 0.43 0 *For illustrative purposes only. Preferred 0.41 s,4 v The Asset Category volatility measure will Convertible 0.36 Credit Quality - Bond 5. always be displayed.If the Investment USMunicipal 0.15 %of Assets = - volatility measure is not displayed, the BankLoan 0.12 investment may have fewer than three years Swap 0.08 A58.13AA of history or the data may not be available. FutureForward 0.02 AA A 3.40 CoveredBond 0.01 A 7.01 Morningstar Styles BBB 17.03 • Stock Equity Sector Diversification BBB 4.017 - Style/Capitalization Large Growth %of Assets Below B 3.02 7 Financial Svc 17.53 Not Rated 0.69 - Large Mid Consumer Cyclical 15.42 Healthcare 14.89 Bond Characteristics o Industrials 13.55 Average Cou on Rate 4.06% rn Small Technology 12.52 g p. D Consumer Defensive 6.12 Average Effective Duration 5.37 yrs _- Value Blend GrowthEffective Maturity 7.76 yrs BasiceMaterials 5.63 Average Credit QualityBBB - Fixed Income Energy 4.49 g -- Credit Quality/ Interest Rate Communication Svc 3.37 co Sensitivity Utilities 3.27 Maturity Allocation _ Moderate Sensitivity Term Medium Real Estate 3.21 %of Assets IV- CD Quality 183 - 364 Days 0.04 n High Largest Holdings 1 - 3 Years 12.78 %of Assets 3 - 5 Years 16.04 ---.--Med T. Rowe Price Growth Stock 20.95 5 - 7 Years 13.76 T. Rowe Price Value 20.06 7 - 10 Years 16.48 Low T. Rowe Price Intl Gr& Inc 8.14 10 - 15 Years 5.71 Ltd Mod Ext T. Rowe Price Overseas Stock 7.63 15 - 20 Years 3.44 - Fund Issuer T. Rowe Price Equity Index 500.... 7.55 20 - 30 Years 25.98 T. Rowe Price International Stock Over 30 Years 5.79 T. Rowe Price Fd 7.03 -_ For more information about this investment Investment Adviser T. Rowe Price New Income 6.79 option please go to www.troweprice.com. T. Rowe Price Associates, Inc. T. Rowe Price Emerging Markets Stock 4.64 Portfolio Managers T. Rowe Price Real Assets 3.44 Jerome Clark T. Rowe Price Mid-Cap Value 3.25 - Asset Category Percent of Total Net Assets 89.48% ti Number of Holdings 19 Target Date 2036-2040 Portfolio Turnover(%) 13.40% a Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker _ .76% .76% $12,503.848 09/30/2002 03/31/2015 TRRDX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from �r your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. - FUNDOV 05/13/2015 Page 2 of 4 123114 T.Rowe Price Retirement 2040 GP19/354725801 - Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those . exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The Morningstar U.S. Equity Style BoxTM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style EBox,ty Style style(thosestocks for value and growth, value are nto nor growth characteristics th stocks and lios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(ale box m mixture of growth andesents the value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios.In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. The model for the fixed income style box is based on the two pillars of fixed-income performance: interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI). By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of • 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years,high. For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Sharpe Sharpast 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio Ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or U.S.Treasury securities,where listed, are guaranteed as to the timely payment "Stable Value"when shown. of principal and interest if held to maturity. Investment options are neither issued tore securities,when offered,are offered through GWFS Equities,Inc. nor guaranteed by the U.S.government. and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC,is a Empower RetirementT" refers to the products and services offered in the wholly owned subsidiary of Great-West Life&Annuity Insurance Company. retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), Holdings and composition of holdings are subject to change. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY; and their 'The ticker symbol displayed may refer to the underlying mutual fund available as subsidiaries and affiliates. The trademarks, logos, service marks, and design an investment option through a variable annuity and held in a separate account elements used are owned by GWL&A. of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Asset allocation funds are generally subject to a fund operating expense at the Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance fund level,as well as prorated fund operating expenses of each underlying fund Srny of New York, Home Office:White Plains, NY. Fees and expenses for in which they invest. For more information, please refer to the fund prospectus ent options offered through a separate account may be higher than those and/or disclosure document. associated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. The Inception Date listed is the date the fund began operations.The Data Funds may impose redemption fees and/or transfer restrictions,if assets are held Effective Date is the date for which the most current data is available.The for less than thepublished holdingPeriod Ending Date is the date for which the fund fact sheet is produced. period. For more information, see the fund's prospectus and/or disclosure documents. All trademarks, logos,service marks,and design elements used are owned by their respective owners and are used by permission. FUNDOV 05/13/2015 Page 3 of 4 123114 T. Rowe Price Retirement 2040 GP19/354725801 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment 6 A target date fund will gradually shift its emphasis from more aggressive objective,and does not incur fees or expenses.Therefore,performance of a fund investments to more conservative ones based on its target date(which is f will generally be less than its benchmark index. You cannot invest directly in a the assumed retirement date for an investor). In general,the underlying — benchmark index. investments are made up of stocks(or stock funds),bonds(or bond fund Although data is gathered from reliable sources,the completeness or accuracy and cash equivalents.A glide path is how the fund expects to allocate to of the data shown cannot be guaranteed.All information is the most current underlying investments over time,essentially"gliding"from more aggressin as it is provided by the data source.Where data obtained from Morningstar, investments to more conservative ones. __ ©2015 Morningstar,Inc.All Rights Reserved.The data:(1)is proprietary to Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a � - Morningstar and/or its content providers;(2)may not be copied or distributed; deposit or guaranteed by any bank affiliate or credit union.Not insured by and(3)is not warranted to be accurate,complete or timely.Neither Morningstar any federal government agency.Funds may lose value.Not a condition of - nor its content providers are responsible for any damages or losses arising from any banking or credit union activity. any use of this information. Past performance is no guarantee of future results. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. ' investment option provider for providing certain recordkeeping, distribution and administrative services. The responsibility for the content contained in the website(s)provided(if shown) is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. 3 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two NRSROs have rated a security,fund companies are to report the lowest rating;if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example, if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar, Inc.is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. - 'For credit quality,Morningstar combines the credit rating information provided • by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO.Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB-";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the entire bond fund. Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 5 The Morningstar Style BoxTM reveals a fund's investment strategy. For equity funds.the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- -_ income funds, the vertical axis shows the average credit quality of the bonds • owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short, intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the e - average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be – classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than lir _ 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 _ years. - FUNDOV 05/13/2015 Page 4 of 4 123114 — T.Rowe Price Retirement 2040 GP19/354725801 V T. Rowe Price Retirement 2050 EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks the highest total return over time consistent with an emphasis on both capital Risk Rating. The Asset Category volatility is growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond based on the average standard deviation of funds that represent various asset classes and sectors. Its allocation between T. Rowe Price stock and investment options in this asset category. bond funds will change over time in relation to its target retirement date.The fund is managed based on the specific retirement year(target date 2050)included in its name and assumes a retirement age of 65. ,vestment While the fund is non-diversified,it invests in diversified underlying holdings. w I Low 1 Moderate High CD Risk Profile D Asset Category — This investment option may be most appropriate for someone with a high priority for capital growth and 0 *For illustrative purposes only. willing to accept a greater degree of risk.The investor may have a long investment horizon,or may 0 The Asset Category volatility measure will prefer to take less risk than more aggressive investors. Investors choosing this option want to invest in .,- always be displayed.If the Investment a mixture of diverse investments suiting their needs but may not have the time,desire,or knowledge 0 volatility measure is not displayed, the to select their own portfolios.The date in a target date fund's name represents an approximate date investment may have fewer than three years when an investor is expected to retire(which is assumed to be at age 65)and/or begins withdrawing of history or the data may not be available. money.The principal value of the funds is not guaranteed at any time, including the target date.Asset allocation and balanced investment options and models are subject to the risks of the underlying Morningstar Styles funds,which can be a mix of stocks/stock funds and bonds/bond funds. For more information,please • Stock refer to the fund prospectus and/or disclosure document. Style/Capitalization 6 Large Growth Enhanced Portfolio Diversification: Glide Path Large7 Category Allocation At Target Date ij Fixed Income Equities 46.00% alo Mid II1 54.00% Q' m Small m Q WValue Blend Growth 100% - (Q d Income o Credit Quality/Interest Rate 80% - W Sensitivity Moderate Sensitivity Term Medium 60% - o Quality — cri 40% - High —1111—Med 20% - Low 0% - 40 35 30 25 20 15 10 5 0 5 10 15 20 25 30 Ltd Mod Ext Years Before Retirement Years After Retirement Fund Issuer T. Rowe Price Geographic Diversification Investment Adviser %of Assets T. Rowe Price Associates, Inc. United States 66.42 United Kingdom 5.35 Portfolio Managers Japan 4.27 Jerome Clark China 2.74 - Switzerland 2.40 Asset Category France 1.76 Target Date 2046-2050 Canada 1.43 Germany 1.31 Australia 1.18 Hong Kong 1.18 ,:t Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .76% .76% $3,949.575 12/29/2006 03/31/2015 TRRMX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 T.Rowe Price Retirement 2050 GP19/354725817 Z. T. Rowe Price Retirement 2050 EMPOWER RETIREMENT 4111 Volatility Meter* Bond Sector Diversification Risk Statistics (3 Year) The Investment volatility is a function of the investment ' o tions Momingstar 3-year %of Assets p gAlpha 1.07 Risk Rating. The Asset Category volatility is Cash & Equivalents 26.36 Beta 1.45 based on the average standard deviation of Corporate 25.56 R-Squared 96.00 investment options in this asset category. Government 23.40 Sharpe Ratio 1.35 Investment AgencyMtgBacked 12.41 Standard Deviation 9.28 > V Asset Backed 4.32 ^Risk Statistics are measured using the S&P cn Low I Moderate High Collateralized Mortgage Oblig. 3.40 Target Date 2050 TR USD benchmark,where a) A ResMtgBacked 2.31 applicable.The rating,risk,and return values D Asset Category Municipal 0.67 are relative to each fund's asset category. Government/Agency 0.43 o *For illustrative purposes only. Preferred 0.41 a 4 h The Asset Category volatility measure will Convertible 0.36 Credit Quality - Bond always be displayed.If the Investment USMunicipal 0.15 %of Assets = volatility measure is not displayed,the BankLoan 0.12 investment may have fewer than three years Swap 0.08 AAA 58.27 of history or the data may not be available. FutureForward 0.02 AA 3.36 CoveredBond 0.01 A 6.98 Morningstar Styles BBB 16.99 • Stock BB 4.00 Style/Capitalization Equity Sector Diversification B 6.69 Large Growth %of Assets Below B 3.01 7 Financial Svc 17.53 Not Rated 0.69 Large Consumer Cyclical 15.41 Healthcare 14.86 Bond Characteristics o Mid Industrials 13.53 Small Technology 12.50 Average Coupon Rate 4.05% n Consumer Defensive 6.12 Average Effective Duration 5.37 yrs _a. - Value Blend Growth Basic Materials 5.66 Effective Maturity 7.76 yrs Fixed Income Energy 4.49 Average Credit Quality BBB Credit Quality/ Interest Rate Communication Svc 3.37 w Sensitivity Utilities 3.28 Maturity Allocation Moderate Sensitivity Term Medium Real Estate 3.24 %of Assets o Quality 183 - 364 Days 0.04 n Largest Holdings 1 - 3 Years 12.75 High %of Assets 3 - 5 Years 16.03 71.-Med T. Rowe Price Growth Stock 20.95 5 - 7 Years 13.77 T. Rowe Price Value 20.08 7 - 10 Years 16.48 Low T. Rowe Price Intl Gr& Inc 8.15 10 - 15 Years 5.71 Ltd Mod Ext T. Rowe Price Overseas Stock 7.60 15 - 20 Years 3.43 Fund Issuer T. Rowe Price Equity Index 500.... 7.50 20 - 30 Years 25.99 T. Rowe Price International Stock Over 30 Years 5.80 T. Rowe Price Fd 7.04 For more information about this investment Investment Adviser T. Rowe Price New Income 6.77 option please go to www.troweprice.com. T. Rowe Price Associates, Inc. T. Rowe Price Emerging Markets Stock 4.67 Portfolio Managers T. Rowe Price Real Assets 3.51 p Jerome Clark T. Rowe Price Mid-Cap Value 3.27 Percent of Total Net Assets 89.54% Asset Category , Number of Holdings 19 Target Date 2046-2050 Portfolio Turnover(%) 15.50% Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .76% .76% $3,949.575 12/29/2006 03/31/2015 TRRMX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 T.Rowe Price Retirement 2050 GP19/354725817 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A 41Ik positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition. Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateBox Equity Style stylegories,value and(those stocks for growth, value nor growth characteristics are common to both stocks and llos.dominate);forfor portfol os,it represents the blend stylthe central column of the e(ale box mixture of growth and esents the re value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. The model for the fixed income style box is based on the two pillars of fixed-income performance:interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of 411 4.5 years or less qualify as low;more than 4.5 years but less than 7 years, medium;and more than 7 years, high. For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Rao past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or U.S.Treasury securities,where listed, are guaranteed as to the timely payment "Stable Value"when shown. of principal and interest if held to maturity. Investment options are neither issued 'Core securities,when offered,are offered through GWFS Equities,Inc. nor guaranteed by the U.S.government. and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC, is a Empower RetirementTM refers to the products and services offered in the wholly owned subsidiary of Great-West Life&Annuity Insurance Company. retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), Holdings and composition of holdings are subject to change. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY; and their 'The ticker symbol displayed may refer to the underlying mutual fund available as subsidiaries and affiliates. The trademarks, logos, service marks, and design an investment option through a variable annuity and held in a separate account elements used are owned by GWL&A. of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Asset allocation funds are generally subject to a fund operating expense at the Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance fund level, as well as prorated fund operating expenses of each underlying fund ny of New York, Home Office:White Plains, NY. Fees and expenses for in which they invest. For more information, please refer to the fund prospectus ent options offered through a separate account may be higher than those and/or disclosure document. associated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. The Inception Date listed is the date the fund began operations.The Data Funds may impose redemption fees and/or transfer restrictions,if assets are held Effective Date is the date for which the most current data is available.The for less than the published holding period. For more information, see the fund's Period Ending Date is the date for which the fund fact sheet is produced. prospectus and/or disclosure documents. All trademarks,logos,service marks,and design elements used are owned by their respective owners and are used by permission. FUNDOV 05/13/2015 Page 3 of 4 123114 T. Rowe Price Retirement 2050 GP19/354725817 Glossary & Investment Option Disclosures A benchmark index is not actively managed,does not have a defined investment 6 A target date fund will gradually shift its emphasis from more aggressive -_ objective,and does not incur fees or expenses.Therefore,performance of a fund investments to more conservative ones based on its target date(which is will generally be less than its benchmark index. You cannot invest directly in a the assumed retirement date for an investor). In general,the underlying benchmark index. investments are made up of stocks(or stock funds),bonds(or bond fund Although data is gathered from reliable sources,the completeness or accuracy and cash equivalents.A glide path is how the fund expects to allocate to - of the data shown cannot be guaranteed.All information is the most current underlying investments over time,essentially"gliding"from more aggressive as it is provided by the data source.Where data obtained from Morningstar, investments to more conservative ones. ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a Morningstar and/or its content providers;(2)may not be copied or distributed; deposit or guaranteed by any bank affiliate or credit union.Not insured by and(3)is not warranted to be accurate,complete or timely.Neither Morningstar any federal government agency.Funds may lose value.Not a condition of nor its content providers are responsible for any damages or losses arising from any banking or credit union activity. any use of this information. Past performance is no guarantee of future results. GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • — investment option provider for providing certain recordkeeping, distribution and _- administrative services. The responsibility for the content contained in the website(s)provided(if shown) is entirely that of the website owner.Endorsement is neither declared nor implied. Fee and performance information on the website(s) listed may differ for funds offered through an individual or group variable annuity. 3 Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two NRSROs have rated a security,fund companies are to report the lowest rating; if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of'A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar, Inc.is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. 4 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO.Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB-";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the =_ entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. 5 The Morningstar Style Box reveals a fund's investment strategy. For equity funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds rz- owned,and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income - fund's interest-rate sensitivity based on the effective duration of the Morningstar =- Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be — classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These • breakpoints are as follows:(i)Limited:4.5 years or less; (ii)Moderate:more than = 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration == breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 _ years. FUNDOV 05/13/2015 Page 4 of 4 123114 T.Rowe Price Retirement 2050 GP19/354725817 Vanguard 500 Index Admiral EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks to track the performance of a benchmark index that measures the investment Risk Rating.The Asset Category volatility is return of large-capitalization stocks. The fund employs an indexing investment approach designed to based on the average standard deviation of track the performance of the Standard&Poor's 500 Index,a widely recognized benchmark of U.S.stock investment options in this asset category. market performance that is dominated by the stocks of large U.S. companies. The advisor attempts to replicate the target index by investing all,or substantially all,of its assets in the stocks that make up the i, Investment index,holding each stock in approximately the same proportion as its weighting in the index. Low Moderate High v .1 Risk Profile ca Asset Category cD Large-cap investments may be most appropriate for someone willing to accept some degree of market *For illustrative purposes only. volatility in return for potential long-term capital growth.Stock investments tend to be more volatile than co The Asset Category volatility measure will bond,stable value or money market investments. -0 always be displayed.If the Investment volatility measure is not displayed, the Asset Allocation' Equity Sector Diversification investment may have fewer than three years of history or the data may not be available. %of Assets a Technology 17.91 Morningstar Style Healthcare 15.44 • Stock 0.46% Financial Svc 14.60 Style/Capitalization 1.29% Industrials 11.17 Large Blend Consumer Cyclical 11.02 Consumer Defensive 9.66 Large Energy 8.04 0 Communication Svc 3.84 0 Mid Utilities 3.04 a Small 98.25% Basic Materials 3.00 m Real Estate 2.27 a_ Value Blend Growth OC) d Issuer Largest Holdings o w Vanguard %of Assets %of Assets Apple Inc 3.94 Ri Investment Adviser • U.S. Stock 98.25 Exxon Mobil Corporation 1.94 Vanguard Group, Inc. • Non U.S. Stock 1.29 Microsoft Corp 1.81 U, Portfolio Managers ■ Cash 0.46 Johnson & Johnson 1.52 Wells Fargo & Co 1.39 Michael Buek General Electric Co 1.36 Asset Category Geographic Diversification Berkshire Hathaway Inc Class B1.32 Large Blend %of Assets JPMorgan Chase & Co 1.23 g United States 98.70 Procter& Gamble Co 1.20 Ireland 0.66 Pfizer Inc 1.16 Switzerland 0.23 Percent of Total Net Assets 16.87% China 0.18 Number of Holdings 509 United Kingdom 0.13 Singapore 0.09 Portfolio Turnover(%) 3.00% Bond Sector Diversification Risk Statistics (3 Year)" %of Assets Alpha -0.04 Cash & Equivalents 100.00 Beta 1.00 R-Squared 100.00 Sharpe Ratio 1.60 Standard Deviation 9.59 ^Risk Statistics are measured using the S&P 500 TR USD benchmark,where applicable. The rating, risk,and return values are relative to each fund's asset category. t Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .05% .05% $147,612.689 11/13/2000 03/31/2015 VFIAX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from , your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Vanguard 500 Index Admiral GP19/354725976 Vanguard 500 Index Admiral EMPOWER RETIREMENT • Volatility Meter* For more information about this investment The Investment volatility is a function of the option please go to www.vanguard.com. investment option's Morningstar 3-year Risk Rating. The Asset Category volatility is based on the average standard deviation of investment options in this asset category. Investment r Low Moderate I High • cn Asset Category cD C�) *For illustrative purposes only. The Asset Category volatility measure will always be displayed.If the Investment volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Style4 • Stock Style/Capitalization Large Blend Air Large CD Mid O G2. Small Q_ Value Blend Growth Fund Issuer W Vanguard Investment Adviser Vanguard Group, Inc. (3, Portfolio Managers Michael Buek Asset Category Large Blend Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .05% .05% $147,612.689 11/13/2000 03/31/2015 VFIAX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Vanguard 500 Index Admiral GP19/354725976 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below ilkAverage,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S. Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style cateBox Style style g(those stocks for value and growth, value are nto both stocks and nor growth characteristics lios.dominate);forfor portfolios,it represents the central column the blend style(a mle ox ixtureresents the of growth and Evalue stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past threeears. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard • deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or (Please see the Statement of Additional Information which sets forth certain "Stable Value"when shown. additional disclaimers and limitations of liabilities.) Core securities,when offered,are offered through GWFS Equities,Inc. The Inception Date listed is the date the fund began operations.The Data and/or other broker dealers.GWFS Equities, Inc.,Member FINRA/SIPC,is a Effective Date is the date for which the most current data is available.The wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Period Ending Date is the date for which the fund fact sheet is produced. Holdings and composition of holdings are subject to change. Although data is gathered from reliable sources,the completeness or accuracy • of the data shown cannot be guaranteed.All information is the most current The ticker symbol displayed may refer to the underlying mutual fund available as an investment option through a variable annuity and held in a separate account as it is Mprorningedstar, toby the Inc. ll source.Where data Theodata: (d)r is proprietaryMorningstar, to of Great-West Life & Annuity Insurance Company, Corporate Headquarters: ©2015oMorningstar, .AlltRights Reserved. data: (1) r Morningstar and/or its content providers;(2)may not be copied or distributed; Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance and(3)is not warranted to be accurate,complete or timely. Neither Morningstar Company of New York, Home Office:White Plains, NY. Fees and expenses for nor its content providers are responsible for any damages or losses arising from investment options offered through a separate account may be higher than those any use of this information.Past performance is no guarantee of future results. associated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. A benchmark index is not actively managed,does not have a defined investment objective,and does not incur fees or expenses.Therefore,performance of a fund Funds may impose redemption fees and/or transfer restrictions,if assets are held fpublished holdingwill generally be less than its benchmark index. You cannot invest directly in a or less than the period. For more information, see the fund's benchmark index. prospectus and/or disclosure documents. Empower RetirementTm refers to the products and services offered in the All trademarks, logos,service marks,and design elements used are owned by 1etirement markets by Great-West Life&Annuity Insurance Company(GWL&A), their respective owners and are used by permission. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity The responsibility for the content contained in the website(s)provided(if shown) Insurance Company of New York, Home Office: White Plains, NY; and their is entirely that of the website owner.Endorsement is neither declared nor implied. subsidiaries and affiliates. The trademarks, logos, service marks, and design Fee and performance information on the website(s) listed may differ for funds elements used are owned by GWL&A. offered through an individual or group variable annuity. U.S.Treasury securities,where listed,are guaranteed as to the timely payment GWFS Equities, Inc.,or one or more of its affiliates,may receive a fee from the of principal and interest if held to maturity. Investment options are neither issued investment option provider for providing certain recordkeeping, distribution and nor guaranteed by the U.S.government. administrative services. 0 and&Poor's®,""S&P®,""S&P 500 ,""Standard&Poor's 500,""500," 'The allocations shown here are subject to change. The fund allocations are ,.00/BARRA Growth Index,""S&P 500/BARRA Value Index,""S&P based on an investment strategy based on risk and return. p 400 Index,""Standard&Poor's SmallCap 600 Index,"and"S&P "The Morningstar Style BoxM reveals a fund's investment strategy. For equity SmallCap 600 Index"are registered trademarks of Standard&Poor's Financial funds,the vertical axis shows the market capitalization of the stocks owned,and Services LLC("Standard&Poor's"),and have been licensed for use by Great- the horizontal axis shows investment style (value, blend or growth). For fixed- West Life&Annuity Insurance Company.The Portfolio is not sponsored, income funds, the vertical axis shows the average credit quality of the bonds endorsed,sold or promoted by Standard&Poor's,and Standard&Poor's owned,and the horizontal axis shows interest rate sensitivity as measured by a makes no representation regarding the advisability of investing in the Funds. bond's duration(short, intermediate or long). FUNDOV 05/13/2015 Page 3 of 4 123114 Vanguard 500 Index Admiral GP19/354725976 Glossary & Investment Option Disclosures For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification • of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • FUNDOV 05/13/2015 Page 4 of 4 123114 Vanguard 500 Index Admiral GP19/354725976 Vanguard Mid Cap Index Adm EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks to track the performance of a benchmark index that measures the investment Risk Rating. The Asset Category volatility is return of mid-capitalization stocks.The fund employs an indexing investment approach designed to track based on the average standard deviation of the performance of the CRSP US Mid Cap Index, a broadly diversified index of stocks of mid-size U.S. investment options in this asset category. companies.The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion Investment as its weighting in the index. • Low Moderate I High K A Risk Profile a Asset Category Mid-cap investments may be most appropriate for someone willing to accept a higher degree of market C) *For illustrative purposes only. volatility in exchange for greater potential returns over time. Stock investments tend to be more volatile The Asset Category volatility measure will than bond, stable value or money market investments. Equity securities of medium-sized companies always be displayed.If the Investment may be more volatile than securities of larger,more established companies. volatility measure is not displayed,the investment may have fewer than three years Asset Allocation' Equity Sector Diversification of history or the data may not be available. %of Assets Morningstar Style' Consumer Cyclical 18.26 • Stock Technology 15.14 Style/Capitalization 0.33% Industrials 13.66 Mid Growth 1.82% Healthcare 11.28 Financial Svc 10.21 Large Consumer Defensive 7.24 Energy 6.37 `D Mid Real Estate 5.86 Q Basic Materials 5.54 m Small Utilities 4.73 Q OValue Blend Growth 97.85% Communication Svc 1.71 d Issuer g Largest Holdings o Vanguard %of Assets Investment Adviser %of Assets AmerisourceBergen Corp 0.70 0 Vanguard Group, Inc. ■ U.S. Stock 97.85 Boston Scientific Inc 0.70 cn Portfolio Managers °" Non U.S. Stock 1.82 Delphi Automotive PLC 0.69 Donald Butler ■ Cash 0.33 AvalonBaCerner Corp Communities Inc 0.68 0.67 Monster Beverage Corp 0.62Asset Category Geographic Diversification Ross Stores Inc 0.62 Mid-Cap Blend %of Assets O'Reilly Automotive Inc 0.62 United States 98.17 Moody's Corporation 0.62 United Kingdom 0.69 Chipotle Mexican Grill Inc Class A 0.60 Singapore 0.48 Percent of Total Net Assets 6.53% Canada 0.37 Number of Holdings 370 Switzerland 0.15 Irelandd0.13 Portfolio Turnover(%) 11.00% Bond Sector Diversification %of Assets Cash & Equivalents 100.00 .at Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .09% .09% $24,195.375 11/12/2001 03/31/2015 VI MAX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Vanguard Mid Cap Index Adm GP19/354726035 V Vanguard Mid Cap Index Adm EMPOWER RETIREMENT VolatilityMeter* • Risk Statistics (3 Year) The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 1.21 Risk Rating. The Asset Category volatility is Beta 1.03 based on the average standard deviation of R-Squared 88.42 investment options in this asset category. Sharpe Ratio 1.63 Investment Standard Deviation 10.49 V ^Risk Statistics are measured using the CRSP Low I Moderate I High US Mid Cap TR USD benchmark,where K. A applicable.The rating, risk, and return values !2 Asset Category are relative to each fund's asset category. 0 CO *For illustrative purposes only. For more information about this investment 73 The Asset Category volatility measure will option please go to www.vanguard.c:om. always be displayed.If the Investment volatility measure is not displayed,the investment may have fewer than three years of history or the data may not be available. Morningstar Style4 • Stock Style/Capitalization Mid Growth Large a)Mid 0 Q 10 M Small D Q Value Blend Growth Fund Issuer (--;.)- Vanguard Vanguard ca Investment Adviser o Vanguard Group, Inc. U, Portfolio Managers Donald Butler Asset Category Mid-Cap Blend Net Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .09% .09% $24,195.375 11/12/2001 03/31/2015 VI MAX' Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Vanguard Mid Cap Index Adm GP19/354726035 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations,in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A fa positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S. Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios. It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style categories, growth, value common are characteristics portfolios. for stocks, style the central column of the style box coreesents the Equity Style style stocks for value and hhether nor growth domnae) for portfolios,it represents the blend (a mixture of growth and 4 Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination,reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation • among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar,Inc.,except"Fixed"and/or (Please see the Statement of Additional Information which sets forth certain "Stable Value"when shown. additional disclaimers and limitations of liabilities.) Core securities,when offered,are offered through GWFS Equities,Inc. The Inception Date listed is the date the fund began operations.The Data and/or other broker dealers.GWFS Equities, Inc., Member FINRA/SIPC,is a Effective Date is the date for which the most current data is available.The wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Period Ending Date is the date for which the fund fact sheet is produced. Holdings and composition of holdings are subject to change. Although data is gathered from reliable sources,the completeness or accuracy *The ticker symbol displayed may refer to the underlying mutual fund available as of the data shown cannot be guaranteed.All information is the most current as it is provided by the data source.Where data obtained from Morningstar, an investment option through a variable annuity and held in a separate account ©2015 Morningstar, Inc.All Rights Reserved.The data: (1)is proprietary to of Great-West Life & Annuity Insurance Company, Corporate Headquarters: Morningstar and/or its content providers; (2)may not be copied or distributed; Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance and(3)is not warranted to be accurate,complete or timely.Neither Morningstar Company of New York, Home Office:White Plains, NY. Fees and expenses for nor its content providers are responsible for any damages or losses arising from investment options offered through a separate account may be higher than those any use of this information. Past performance is no guarantee of future results. associated with the underlying fund. Please refer to the annuity contract and/or other disclosure documents for detailed information. A benchmark index is not actively managed,does not have a defined investment Funds may impose redemption fees and/or transfer restrictions,if assets are held objective,and does not incur fees or expenses.Therefore,performance of a fund for less than thepublished holdingwill generally be less than its benchmark index. You cannot invest directly in a period. For more information, see the fund's benchmark index. prospectus and/or disclosure documents. Empower RetirementTM refers to the products and services offered in the All trademarks,logos,service marks,and design elements used are owned by retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), their respective owners and are used by permission. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity The responsibility for the content contained in the website(s)provided(if shown) Insurance Company of New York, Home Office: White Plains, NY; and their is entirely that of the website owner.Endorsement is neither declared nor implied. subsidiaries and affiliates. The trademarks, logos, service marks, and design Fee and performance information on the website(s) listed may differ for funds elements used are owned by GWL&A. offered through an individual or group variable annuity. U.S.Treasury securities,where listed,are guaranteed as to the timely payment GWFS Equities,Inc., or one or more of its affiliates, may receive a fee from the of principal and interest if held to maturity. Investment options are neither issued investment option provider for providing certain recordkeeping, distribution and nor guaranteed by the U.S.government. administrative services. " and&Poor's®,""S&P®,""S&P 500®,""Standard&Poor's 500,""500," 'The allocations shown here are subject to change. The fund allocations are Growth Index,""S&P 500/BARRA Value Index,""S&P based on an investment strategy based on risk and return. ,,00/BARRA p 400 Index,""Standard&Poor's SmallCap 600 Index,"and"S&P 4 The Morningstar Style Box M reveals a fund's investment strategy. For equity SmallCap 600 Index"are registered trademarks of Standard&Poor's Financial funds,the vertical axis shows the market capitalization of the stocks owned,and Services LLC("Standard&Poor's"),and have been licensed for use by Great- the horizontal axis shows investment style (value, blend or growth). For fixed- West Life&Annuity Insurance Company.The Portfolio is not sponsored, income funds, the vertical axis shows the average credit quality of the bonds endorsed,sold or promoted by Standard&Poor's,and Standard&Poor's owned,and the horizontal axis shows interest rate sensitivity as measured by a makes no representation regarding the advisability of investing in the Funds. bond's duration(short, intermediate or long). FUNDOV 05/13/2015 Page 3 of 4 123114 Vanguard Mid Cap Index Adm GP19/354726035 Glossary & Investment Option Disclosures For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification 4111 of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • 1111 FUNDOV 05/13/2015 Page 4 of 4 123114 Vanguard Mid Cap Index Adm GP19/354726035 V Vanguard Small Cap Index Adm EMPOWER RETIREMENT • atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Momingstar 3-year The investment seeks to track the performance of a benchmark index that measures the investment Risk Rating. The Asset Category volatility is return of small-capitalization stocks. The fund employs an indexing investment approach designed to based on the average standard deviation of track the performance of the CRSP US Small Cap Index, a broadly diversified index of stocks of small investment options in this asset category. U.S.companies.The advisor attempts to replicate the target index by investing all,or substantially all,of its assets in the stocks that make up the index,holding each stock in approximately the same proportion • Investment as its weighting in the index. • Low I Moderate High (1) { A Risk Profile vo Asset Category = Small-cap investments may be most appropriate for someone willing to accept a high degree of market *For illustrative purposes only. volatility in exchange for greater potential returns over time.Stock investments tend to be more volatile ix The Asset Category volatility measure will than bond,stable value or money market investments. Equity securities of small-sized companies may -a always be displayed.If the Investment be more volatile than securities of larger,more established companies. volatility measure is not displayed, the investment may have fewer than three years Asset Allocation' Equity Sector Diversification of history or the data may not be available. %of Assets Morningstar Style' Industrials 16.63 • Stock Technology 15.18 Style/Capitalization 0.51% Consumer Cyclical 15.03 Small Blend 1.39% Real Estate 12.45 Financial Svc 12.42 Large Healthcare 11.00 -'o Basic Materials 4.70 m Mid Consumer Defensive 3.95 $ Energy 3.94 m -■-Small Utilities 3.78 a Value Blend Growth 98.10% Communication Svc 0.89 7 (a illikd Vanguard Issuer Largest Holdings o %of Assets Investment Adviser %of Assets Cooper Companies 0.30 0 Vanguard Group, Inc. • U.S. Stock 98.10 Alaska Air Group Inc 0.29 cr, Portfolio Managers ■ Non U.S. Stock 1.39 Gannett Co Inc 0.28 Michael Buek • Cash 0.51 Rite Snap-on id Corp 0.28 E*Trade Financial Corp 0.27 Asset Category Geographic Diversification Arthur J Gallagher& Co 0.26 Small Blend %of Assets Packaging Corp of America 0.26 United States 98.60 The Whitewave Foods Company.. 0.26 Ireland 0.40 United Therapeutics Corp 0.25 China 0.28 Percent of Total Net Assets 2.73% Puerto Rico 0.21 Number of Holdings 1,490 Canada 0.16 India 0.13 Portfolio Turnover(%) 10.00% United Kingdom 0.12 Australia 0.05 Colombia 0.03 - Luxembourg 0.01 Bond Sector Diversification %of Assets Cash & Equivalents 100.00 .at Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .09% .09% $21,789.559 11/13/2000 03/31/2015 VSMAX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documentsfrom your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Vanguard Small Cap Index Adm GP19/354726101 Vanguard Small Cap Index Adm EMPOWER RETIREMENT Volatility410 - Meter* Risk Statistics (3 Year)^ The Investment volatility is a function of the investment option's Morningstar 3-year Alpha 0.00 =_ Risk Rating.The Asset Category volatility is Beta 1.10 based on the average standard deviation of R-Squared 76.94 investment options in this asset category. Sharpe Ratio 1.41 Investment Standard Deviation 12.01 V ^Risk Statistics are measured using the CRSP Uj = Low I Moderate High US Small Cap TR USD benchmark,where 3 A applicable.The rating,risk,and return values CO - Asset Category are relative to each fund's asset category. = C) *For illustrative purposes only. For more information about this investment C The Asset Category volatility measure will option please go to www.vanguard.com. always be displayed.If the Investment -_ volatility measure is not displayed,the investment may have fewer than three years — of history or the data may not be available. Morningstar Style4 • ' Stock = Style/Capitalization Small Blend Large -D - CD Mid O t? Small M Value Blend Growth Fund Issuer w Vanguard Investment Adviser "--K5 Vanguard Group, Inc. c;, =- Portfolio Managers Michael Buek - Asset Category Small Blend Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .09% .09% $21,789.559 11/13/2000 03/31/2015 VSMAX• - Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Vanguard Small Cap Index Adm GP19/354726101 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below S Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict. In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely,a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. The Morningstar U.S.Equity Style Box TM is a grid that provides a graphical representation of the investment style of stocks and portfolios.It classifies securities according to market capitalization(the vertical axis)and 10 growth and value factors(the horizontal axis)and allows us to provide analysis on a 3-by-3 Style Box-as well as providing the traditional style box assignment,which is the basis for the Morningstar Category.Two of the style Equity Style sty egories value and(those stocks for growth, the value are nto nor growth characteristics th stocks and tlios.dominate);forfor portfol os,it represents the blend stylthe central column of the e(a mixturle box eesents the ofgrowth and Box value stocks or mostly core stocks).Furthermore,the core style for stocks is wider than the blend style for portfolios. In general,a growth-oriented fund will hold the stocks of companies that the portfolio manager believes will increase earnings faster than the rest of the market.A value-oriented fund contains mostly stocks the manager thinks are currently undervalued in price and will eventually see their worth recognized by the market.A blend fund might be a mix of growth stocks and value stocks,or it may contain stocks that exhibit both characteristics. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Sharpe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years. Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide,implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns.If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard III deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or (Please see the Statement of Additional Information which sets forth certain "Stable Value"when shown. additional disclaimers and limitations of liabilities.) Core securities,when offered,are offered through GWFS Equities,Inc. The Inception Date listed is the date the fund began operations.The Data and/or other broker dealers.GWFS Equities,Inc.,Member FINRA/SIPC,is a Effective Date is the date for which the most current data is available.The wholly owned subsidiary of Great-West Life&Annuity Insurance Company. Period Ending Date is the date for which the fund fact sheet is produced. Holdings and composition of holdings are subject to change. Although data is gathered from reliable sources,the completeness or accuracy •The ticker symbol displayed may refer to the underlying mutual fund available as of the data shown cannot be guaranteed.All information is the most current an investment option through a variable annuity and held in a separate account as it is provided by the data source.Where data obtained from Morningstar, ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to of Great-West Life & Annuity Insurance Company, Corporate Headquarters. Greenwood village, CO, or in New York, Great-West Life &Annuity Insurance Morningstar and/or its content providers;(2)may not be copied or distributed; Company of New York, Home Office:White Plains, NY. Fees and expenses for and(3)is not warranted to be accurate,complete or timely. Neither Morningstar investment options offered through a separate account may be higher than those nor its content providers are responsible for any damages or losses arising from associated with the underlying fund. Please refer to the annuity contract and/or any use of this information. Past performance is no guarantee of future results. other disclosure documents for detailed information. A benchmark index is not actively managed,does not have a defined investment objective,and does not incur fees or expenses.Therefore,performance of a fund Funds may impose redemption fees and/or transfer restrictions,if assets are held will generally be less than its benchmark index. You cannot invest directly in a for less than the published holding period. For more information, see the fund's benchmark index. prospectus and/or disclosure documents. Empower RetirementTM refers to the products and services offered in the All trademarks, logos,service marks,and design elements used are owned by 'retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), their respective owners and are used by permission. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity The responsibility for the content contained in the website(s)provided(if shown) Insurance Company of New York, Home Office: White Plains, NY; and their is entirely that of the website owner.Endorsement is neither declared nor implied. subsidiaries and affiliates. The trademarks, logos, service marks, and design Fee and performance information on the website(s) listed may differ for funds elements used are owned by GWL&A. offered through an individual or group variable annuity. U.S.Treasury securities,where listed,are guaranteed as to the timely payment GWFS Equities, Inc., or one or more of its affiliates, may receive a fee from the of principal and interest if held to maturity. Investment options are neither issued investment option provider for providing certain recordkeeping, distribution and nor guaranteed by the U.S.government. administrative services. iiiand&Poor's®,""S&P®,""S&P 500®,""Standard&Poor's 500,""500," The allocations shown here are subject to change. The fund allocations are Growth Index,""S&P 500/BARRA Value Index,""S&P based on an investment strategy based on risk and return. ,,00/BARRA p 400 Index,""Standard&Poor's SmallCap 600 Index,"and"S&P `The Morningstar Style Box T"^ reveals a fund's investment strategy. For equity SmallCap 600 Index"are registered trademarks of Standard&Poor's Financial funds,the vertical axis shows the market capitalization of the stocks owned,and Services LLC("Standard&Poor's"),and have been licensed for use by Great- the horizontal axis shows investment style (value, blend or growth). For fixed- West Life&Annuity Insurance Company.The Portfolio is not sponsored, income funds, the vertical axis shows the average credit quality of the bonds endorsed,sold or promoted by Standard&Poor's,and Standard&Poor's owned, and the horizontal axis shows interest rate sensitivity as measured by a makes no representation regarding the advisability of investing in the Funds. bond's duration(short, intermediate or long). FUNDOV 05/13/2015 Page 3 of 4 123114 Vanguard Small Cap Index Adm GP19/354726101 Glossary & Investment Option Disclosures For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii)Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 • years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. • • FUNDOV 05/13/2015 Page 4 of 4 123114 Vanguard Small Cap Index Adm GP19/354726101 Vanguard Total Bond Market -�_ Index Adm EMPOWER RETIREMENT Ni• atility Meter* Investment Objective & Strategy The Investment volatility is a function of the investment option's Morningstar 3-year The investment seeks the performance of a broad, market-weighted bond index.The fund employs an Risk Rating. The Asset Category volatility is indexing investment approach designed to track the performance of the Barclays U.S.Aggregate Float based on the average standard deviation of Adjusted Index.This index represents a wide spectrum of public,investment-grade,taxable,fixed income investment options in this asset category. securities in the United States-including government, corporate, and international dollar-denominated bonds,as well as mortgage-backed and asset-backed securities-all with maturities of more than 1 year. 0 Investment• All of the fund's investments will be selected through the sampling process,and at least 80%of the fund's Low Moderate High assets will be invested in bonds held in the index. 'Asset Category Risk Profile 0 D Bond investments maybe most appropriate for someone seekinggreater potential income than with a *For illustrative purposes only. The Asset Category volatility measure will money market or stable value investment and willing to accept a higher degree of risk.The investor may always be displayed.If the Investment also desire to balance more aggressive investments with one providing potentially steady income.A bond volatility measure is not displayed,the fund's yield,share price and total return change daily and are based on changes in interest rates,market investment may have fewer than three years conditions,economic and political news,and the quality and maturity of its investments.In general,bond of history or the data may not be available. prices fall when interest rates rise and vice versa. Morningstar Style4 Asset Allocation' Bond Sector Diversification • Fixed Income %of Assets Credit Quality/Interest Rate Government 41.56 Sensitivity Corporate 23.97 Moderate Sensitivity High Quality 0.03% AgencyMtgBacked 19.59 (-DHigh 5.03% Government/Agency 5.79 -71F--- . 9.66% Cash & Equivalents 5.02 CI 5 Med Collateralized Mortgage Oblig. 2.14 m Municipal 0.74 Q Low Asset Backed 0.65 Ltd Mod ExtResMtgBacked 0.48 `c) 85.28%• Convertible 0.04 0 Preferred 0.02 w Fund Issuer Vanguard N Investment Adviser Largest Holdings o Vanguard Group, Inc. %of Assets 01 %of Assets Ginnie Mae Jumbos TBA 3.5% Portfolio Managers MI U.S. Bond 85.28 2045-04-01 04/01/45 0.66 Joshua Barrickman MI Non U.S. Bond 9.66 GNMA 0.60 Asset Cate O ■ Cash 5.03 FNMA 0.54 g ry US Treasury Note 3.625% Intermediate-Term Bond ❑ Preferred 0.03 08/15/19 0.54 US Treasury Note 4.75% Geographic Diversification 08/15/17 0.50 %of Assets US Treasury Note 1.75% United States gg 85 05/15/23 0.46 Supranational 1.76 US Treasury Note 2.5%05/15/24. 0.43 • Canada 1.67 US Treasury Note 2.5%06/30/17. 0.43 United Kingdom 0.90 US Treasury Note 0.5%09/30/16. 0.42 Germany 0.81 US Treasury Note 2% 02/15/25.... 0.41 • Mexico 0.69 Percent of Total Net Assets 4.99% Netherlands 0.57 Number of Holdings 16,573 France 0.35 Portfolio Turnover(%) 72.00% Australia 0.31 Turkey 0.31 .;t Expense Ratio Gross Expense Ratio Total Net Assets(MM) Inception Date Data Effective Date Ticker .07% .07% $57,618.293 11/12/2001 03/31/2015 VBTLX• Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 1 of 4 123114 Vanguard Total Bond Market Index Adm GP19/354725943 Vanguard Total Bond Market _ ____ Index Adm EMPOWER RETIREMENT Volatility Meter* •• Risk Statistics (3 Year) The Investment volatility is a function of the investment option's Momingstar 3-year Alpha -0.14 Risk Rating. The Asset Category volatility is Beta 1.03 based on the average standard deviation of R-Squared 99.43 investment options in this asset category. Sharpe Ratio 1.00 Investment Standard Deviation 2.99 V ^Risk Statistics are measured using the Barclays Low I Moderate High US Agg Float Adj TR USD benchmark,where A applicable.The rating, risk,and return values O� Asset Category are relative to each fund's asset category. m Q. *For illustrative purposes only. z s The Asset Category volatility measure will Credit Quality - Bond always be displayed. If the Investment %of Assets volatility measure is not displayed,the investment may have fewer than three years AAA 69.87 of history or the data may not be available. AA 3.93 A 12.69 Morningstar Style' BBB 13.50 • Fixed Income Below B 0.01 Credit Quality/Interest Rate Sensitivity Bond Characteristics Moderate Sensitivity High Quality Average Coupon Rate 3.33% -I 7.—High Average Effective Duration 5.62 yrs ,. Effective Maturity 7.80 yrs Q Med Average Credit Quality AA i Q Low Maturity Allocation Ltd Mod Ext Fund Issuer %of Assets W 1 - 3 Years 24.50 w Vanguard 3 - 5 Years 16.08 N Investment Adviser 5 - 7 Years 11.87 0 7 - 10 Years 10.54 cn Vanguard Group, Inc. 10 - 15 Years 3.49 Portfolio Managers 15 - 20 Years 4.89 20 - 30 Years 25.15 Joshua Barrickman Over 30 Years 3.48 Asset Category For more information about this investment Intermediate-Term Bond option please go to www.vanguard.com. Net Expense Ratio Gross Expense Ratio Total Net Assets (MM) Inception Date Data Effective Date Ticker .07% .07% $57,618.293 11/12/2001 03/31/2015 • VBTLX Please consider the investment objectives,risks,fees and expenses carefully before investing.For this and other important information about investments offered through your Plan,you may obtain mutual fund prospectuses for registered investment options and/or disclosure documents from your 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 Net expense ratio shown is net of any fee waivers or expense reimbursements. FUNDOV 05/13/2015 Page 2 of 4 123114 Vanguard Total Bond Market Index Adm GP19/354725943 Glossary & Investment Option Disclosures An annualized measure of a fund's downside volatility over a three-year period.Morningstar Risk Rating is derived directly from Morningstar Risk, 3-Year which is an assessment of the variations in a fund's monthly returns,with an emphasis on downside variations, in comparison to similar funds. In each Risk Rating Morningstar Category,the top 10%of investments earn a High rating,the next 22.5%Above Average,the middle 35%Average,the next 22.5%Below lik Average,and the bottom 10%Low. Investments with less than three years of performance history are not rated. Alpha is a measure of the difference between a portfolio's actual returns and its expected performance,given its level of risk as measured by beta.A positive Alpha figure indicates the portfolio has performed better than its beta would predict.In contrast,a negative Alpha indicates the portfolio has underperformed,given the expectations established by beta. Beta is a measure of a portfolio's sensitivity to market movements.The beta of the market is 1.00 by definition.Morningstar calculates beta by comparing a portfolio's excess return over T-bills to the benchmark's excess return over T-bills,so a beta of 1.10 shows that the portfolio has Beta performed 10%better than its benchmark in up markets and 10%worse in down markets,assuming all other factors remain constant.Conversely, a beta of 0.85 indicates that the portfolio's excess return is expected to perform 15%worse than the benchmark's excess return during up markets and 15%better during down markets. Effective duration for all long fixed income positions in a portfolio.Morningstar asks fund companies to calculate and send average effective duration (also known as"option adjusted duration")for each of their fixed income or allocation funds.We ask for effective duration because the measure gives better estimation of how the price of bonds with embedded options,which are common in many mutual funds,will change as a result of changes in Effective interest rates.Effective duration takes into account expected mortgage prepayment or the likelihood that embedded options will be exercised if a Duration fund holds futures,other derivative securities,or other funds as assets,the aggregate effective duration should include the weighted impact of those exposures.Standard practice for calculating this data point requires determination of a security's option-adjusted spread,including the use of option models or Monte Carlo simulation,as well as interest-rate scenario testing Morningstar requests that the fund only report data in this field that has been specifically labeled effective or option-adjusted duration,or that fund is certain has been calculated in the fashion described. Average effective maturity is a weighted average of all the maturities of the bonds in a portfolio,computed by weighting each bond's effective maturity Effective by the market value of the security.Average effective maturity takes into consideration all mortgage prepayments,puts,and adjustable coupons. Maturity Longer-maturity funds are generally considered more interest-rate sensitive than their shorter counterparts.We list Average Effective Maturity for Taxable Fixed-Income and Hybrid funds and Average Nominal Maturity for Municipal Bond Funds. The model for the fixed income style box is based on the two pillars of fixed-income performance: interest-rate sensitivity and credit quality.The three interest sensitivity groups are limited,moderate and extensive and the three credit quality groups are high,medium and low.These groupings display Fixed a portfolio's effective duration and third party credit ratings to provide an overall representation of the fund's risk orientation given the sensitivity to Income interest rate and credit rating of bonds in the portfolio.On a monthly basis Morningstar calculates duration breakpoints based around the 3 year Style Box effective duration of the Morningstar Core Bond Index(MCBI).By using the MCBI as the duration benchmark,Morningstar is letting the effective duration bands to fluctuate in lock-steps with the market which will minimize market-driven style box changes.Municipal bond funds with duration of 4.5 years or less qualify as low;more than 4.5 years but less than 7 years,medium;and more than 7 years, high.For hybrid funds,both equity and fixed-income style boxes appear. Portfolio turnover is a measure of the portfolio manager's trading activity which is computed by taking the lesser of purchases or sales(excluding all Portfolio securities with maturities of less than one year)and dividing by average monthly net assets.A turnover ratio of 100%or more does not necessarily Turnover suggest that all securities in the portfolio have been traded. In practical terms,the resulting percentage loosely represents the percentage of the portfolio's holdings that have changed over the past year. R2 R2,also known as the Coefficient of Determination, reflects the percentage of a portfolio's movement that can be explained by the movement of its R-squared primary benchmark over the past three years.An R-squared of 100 indicates that all movement of a fund can be explained by the movement of the index. A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine Poe reward per unit of risk.The higher the Sharpe Ratio,the better the fund's historical risk-adjusted performance.The Sharpe ratio is calculated for the Ratio past 36-month period by dividing a fund's annualized excess returns by the standard deviation of a fund's annualized excess returns.Since this ratio uses standard deviation as its risk measure,it is most appropriately applied when analyzing a fund that is an investor's sole holding.The Sharpe Ratio can be used to compare two funds directly on how much risk a fund had to bear to earn excess return over the risk-free rate. Standard deviation is a statistical measurement of dispersion about an average,which,for a mutual fund,depicts how widely the returns varied over the past three years.Investors use the standard deviation of historical performance to try to predict the range of returns that are most likely for a given fund.When a fund has a high standard deviation,the predicted range of performance is wide, implying greater volatility.Standard deviation is most Standard appropriate for measuring risk if it is for a fund that is an investor's only holding.The figure can not be combined for more than one fund because Deviation the standard deviation for a portfolio of multiple funds is a function of not only the individual standard deviations,but also of the degree of correlation among the funds'returns. If a fund's returns follow a normal distribution,then approximately 68 percent of the time they will fall within one standard deviation of the mean return for the fund,and 95 percent of the time within two standard deviations.Morningstar computes standard deviation using the trailing monthly total returns for the appropriate time period.All of the monthly standard deviations are then annualized. All Glossary terms are sourced from Morningstar, Inc.,except"Fixed"and/or (Please see the Statement of Additional Information which sets forth certain "Stable Value"when shown. additional disclaimers and limitations of liabilities.) Core securities,when offered,are offered through GWFS Equities,Inc. Funds may impose redemption fees and/or transfer restrictions,if assets are held and/or other broker dealers.GWFS Equities, Inc., Member FINRA/SIPC,is a for less than the published holding period. For more information, see the fund's wholly owned subsidiary of Great-West Life&Annuity Insurance Company. prospectus and/or disclosure documents. Holdings and composition of holdings are subject to change. The responsibility for the content contained in the website(s)provided(if shown) 'The ticker symbol displayed may refer to the underlying mutual fund available as is entirely that of the website owner.Endorsement is neither declared nor implied. an investment option through a variable annuity and held in a separate account Fee and performance information on the website(s) listed may differ for funds of Great-West Life & Annuity Insurance Company, Corporate Headquarters: offered through an individual or group variable annuity. treenwood village, CO, or in New York, Great-West Life &Annuity Insurance Although data is gathered from reliable sources,the completeness or accuracy Company of New York, Home Office: White Plains, NY. Fees and expenses for of the data shown cannot be guaranteed.All information is the most current investment options offered through a separate account may be higher than those as it is provided by the data source.Where data obtained from Morningstar, associated with the underlying fund. Please refer to the annuity contract and/or ©2015 Morningstar, Inc.All Rights Reserved.The data:(1)is proprietary to other disclosure documents for detailed information. Morningstar and/or its content providers;(2)may not be copied or distributed; All trademarks, logos,service marks,and design elements used are owned by and(3)is not warranted to be accurate,complete or timely.Neither Morningstar their respective owners and are used by permission. nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. "Standard&Poor's®,""S&P®,""S&P 500®,""Standard&Poor's 500,""500," A benchmark index is not actively managed,does not have a defined investment 00/BARBA Growth Index,""S&P 500/BARBA Value Index,""S&P objective,and does not incur fees or expenses.Therefore,performance of a fund 400 Index,""Standard&Poor's SmallCap 600 Index,"and"S&P will generally be less than its benchmark index. You cannot invest directly in a S ICap 600 Index"are registered trademarks of Standard&Poor's Financial benchmark index. Services LLC("Standard&Poor's"),and have been licensed for use by Great- West Life&Annuity Insurance Company.The Portfolio is not sponsored, Empower RetirementTM refers to the products and services offered in the endorsed,sold or promoted by Standard&Poor's,and Standard&Poor's retirement markets by Great-West Life&Annuity Insurance Company(GWL&A), makes no representation regarding the advisability of investing in the Funds. Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY; and their FUNDOV 05/13/2015 Page 3 of 4 123114 Vanguard Total Bond Market Index Adm GP19/354725943 Glossary & Investment Option Disclosures subsidiaries and affiliates. The trademarks, logos, service marks, and design ©2015 Great-West Life&Annuity Insurance Company.All rights reserved. elements used are owned by GWL&A. U.S.Treasury securities,where listed,are guaranteed as to the timely payment of principal and interest if held to maturity. Investment options are neither issued nor guaranteed by the U.S.government. • The Inception Date listed is the date the fund began operations.The Data Effective Date is the date for which the most current data is available.The Period Ending Date is the date for which the fund fact sheet is produced. GWFS Equities, Inc.,or one or more of its affiliates, may receive a fee from the investment option provider for providing certain recordkeeping, distribution and administrative services. 'The allocations shown here are subject to change. The fund allocations are based on an investment strategy based on risk and return. 'Morningstar seeks credit rating information from fund companies on a periodic basis(e.g.,quarterly). In compiling credit rating information,Morningstar instructs fund companies to only use ratings that have been assigned by a Nationally Recognized Statistical Rating Organization(NRSRO). If two NRSROs have rated a security,fund companies are to report the lowest rating;if three or more NRSROs have rated the same security differently,fund companies are to report the rating that is in the middle.For example,if NRSRO X rates a security AA-,NRSRO Y rates the same security an A and NRSRO Z rates it a BBB+,the fund company should use the credit rating of`A'in its reporting to Morningstar. Additionally,Morningstar accepts foreign credit ratings from widely recognized or registered ratings agencies.An NRSRO rating on a fixed-income security can change from time-to-time.PLEASE NOTE: Morningstar, Inc. is not itself an NRSRO nor does it issue a credit rating on a fund's fixed-income securities.For a list of all NRSROs,please visit https:// www.sec.gov/answers/nrsro.htm. 3 For credit quality,Morningstar combines the credit rating information provided by the fund companies with an average default rate calculation to come up with a weighted-average credit quality.The weighted-average credit quality is currently a letter that roughly corresponds to the scale used by a leading NRSRO.Bond funds are assigned a style box placement of"low","medium", or"high"based on their average credit quality.Funds with a low credit quality are those whose weighted-average credit quality determined to be less than "BBB-";medium are those less than"AA-",but greater or equal to"BBB-";and high are those with a weighted-average credit quality of"AA-"or higher.When classifying a bond portfolio,Morningstar first maps the NRSRO credit ratings of the underlying holdings to their respective default rates(as determined by Morningstar's analysis of actual historical default rates).Morningstar then averages these default rates to determine the average default rate for the entire bond fund.Finally,Morningstar maps this average default rate to its corresponding credit rating along a convex curve. The Morningstar Style BoxTM' reveals a fund's investment strategy. For equity funds,the vertical axis shows the market capitalization of the stocks owned,and the horizontal axis shows investment style (value, blend or growth). For fixed- income funds, the vertical axis shows the average credit quality of the bonds owned, and the horizontal axis shows interest rate sensitivity as measured by a bond's duration(short,intermediate or long). For interest-rate sensitivity,Morningstar obtains from fund companies the average effective duration.Generally,Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI),which is currently three years.The classification of Limited will be assigned to those funds whose average effective duration is between 25%to 75%of MCBI's average effective duration;funds whose average effective duration is between 75%to 125%of the MCBI will be classified as Moderate;and those that are at 125%or greater of the average effective duration of the MCBI will be classified as Extensive. For municipal bond funds, Morningstar also obtains from fund companies the average effective duration. In these cases static breakpoints are utilized.These breakpoints are as follows:(i)Limited:4.5 years or less;(ii)Moderate:more than 4.5 years but less than 7 years;and(iii)Extensive:more than 7 years.In addition, for non-US taxable and non-US domiciled fixed income funds static duration breakpoints are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: greater than 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years. Unless otherwise noted,not insured by FDIC,NCUA/NCUASIF.Not a deposit or guaranteed by any bank affiliate or credit union.Not insured by any federal government agency.Funds may lose value.Not a condition of any banking or credit union activity. FUNDOV 05/13/2015 Page 4 of 4 123114 Vanguard Total Bond Market Index Adm GP19/354725943 A world of investing: Putnam INVESTMENTS Product profile 0112015 Putnam Stable Value Fund Fund inception date Objective February 28,1991 Deliver intermediate-bond-like returns while seeking to maintain a stable net asset value Total portfolio assets $5.5B Product highlights • Seeks to maintain the stability of a money market fund while offering returns similar to those of intermediate-term bonds:50-75 basis points above the benchmark over a full interest-rate cycle Portfolio characteristics • Consistency,liquidity,and stability are essential to the portfolio construction process,which emphasizes diversifying the sources of returns,industries,and issuers within the portfolio Putnam • Utilizes the full opportunity set within the stable value universe,including cash alternatives,GICs, Stable managed synthetics,and constant duration synthetics as of March 31,2015 Value Weighted Average Maturity 2.69 Portfolio management Net Crediting Rate 1.75% Steven A Horner, CFA D. William Kohli Wrap and GIC Issuers 10 Portfolio Manager Co-Head of Fixed Income Number of Contracts 26 Industry since 1991 Industry since 1987 Total Underlying Securities 676 Market/Book Value 101.9% Data as of fiscal year end Annualized performance as of March 31, 2015 (25 bps management fee) Fiscal Year End 12/31/14 BofA Merrill Lynch U.S. 3 Management Fee 0.25% Month Treasury Bill Index Wrap Fee' 0.17% (%) (%) Other/Administrative Fee 0.01% Q1 0.44 0.00 Total Expense Ratio 0.43% 1 year 1.75 0.03 CUSIP 746860207 3 years 1.80 0.07 The expense ratio is for the fiscal year 5 years 2.52 0.09 ended December 31,2014 and is subject to 10 years 3.37 1.49 change. *Please see p.2 for additional information. Portfolio issuers Wrap providers Prudential Life 23.2% Pacific Life 21.0% Mass Mutual 17.5% JPMorgan Chase 0.5% Cash and cash equivalents Putnam Money Market 6.9% Traditional GICs Jackson National Life 9.1% Principal Life 7.0% Protective Life 5.8% • Metropolitan Life 5.7% Prudential Life 1.8% Periods less than one year are not annualized. New York Life 1.5% Data is historical.Past performance is not a guarantee of future results.More recent returns may be Percent of portfolio 100.0% higher or lower than those shown.Investment returns and principal value will fluctuate and you may have a gain or a loss when you sell your shares.All performance is shown net of fees.For the most recent month end performance information please contact Putnam Investments. Not FDIC insured.May lose value.No bank guarantee. Putnam Stable Value Fund 01 12015 Investment process • Putnam's Core Fixed Income team applies an integrated investment process to Stable Value that combines: Valuation Portfolio construction • Employs a variety of propriety forecasting models, • Seeks to optimize inputs in pursuit of efficient derivative signals and quantitative and fundamental portfolios that will perform well under multiple research tools to identify attractive opportunities across the investment scenarios and best under scenarios Stable Value universe (cash,traditional GICs,and synthetic considered most probable GICs) Risk management • Focus on liquidity management to seek to ensure preservation of principal in all market environments • Utilize multi-factor risk system to stress test the portfolio relative to the benchmark • Proprietary risk model applies traditional fixed income analysis to Stable Value Cash flow analysis Liquidity strategy Synthetics • Historical • Current vs.target • Relative value and risk participant activity allocations comparison • Cash buffer and • Specific maturity • Wrap contract capacity forecasted liquidity needs • Projected plan level f=inal portfolio activity s ,z Cash buffer ' Traditional Portfolio • Strategy Security GICs i F allocation liabilities4 selection decision decision Mui-period ?1.4 invnui*zalion 11111 11V1 ! Term structure decision Alpha generation Traditional GICs • Current vs.target • Relative value across maturities allocations • Issuer diversification • Tracking error versus benchmark A note on wrap fees: Wrap fees on page 1 are calculated based on total synthetic wrap fees(in dollars)divided by the Fund's average assets.Synthetic wrap contracts account for only a part of the overall portfolio.As a result,the Fund's blended expense is 0.17%for the twelve-month period ended December 31,2014,although the average wrap fee,on a contract basis,is higher.For example,if the Fund had half its assets in synthetic wrap contracts over the period,and the contracts had wrap fees of 0.20%,the Fund's reported wrap fees would be 0.10%of assets.Current wrap fees may be higher than the fees shown.Implicit expenses associated with traditional guaranteed investment contracts and other portfolio investments that do not charge an explicit wrap fee are not included in the table,but are reflected in the Fund's performance and crediting rate.The fund(or any other fund in which it invests)also bears its other operating expenses,such as custody,middle office services and accounting fees,audit fees,legal expenses and any other miscellaneous expenses. • Please note that the expense information above is calculated in accordance with Department of Labor requirements,which require that wrap fees be reflected as a separate expense item.Expense information in the Fund's annual report,which is prepared under U.S.general accounting principles,does not reflect these fees,and will differ as a result. Putnam Stable Value Fund o1 12015 • Investment commentary Performance review Our weighted average maturity(WAM)as of March 31, 2015 was 2.69 years;this is in-line from the previous quarter which was 2.70 years as of December 31, 2014. The overall fund positioning is slightly less than our neutral range of 2.75-3.25 years. The ' duration positioning for the Actively Managed portfolio is short relative to the Barclay's Intermediate Aggregate Index.Our duration posture had a slightly negative impact on performance over the quarter as the level of rates moved lower in the i intermediate portion of the curve. Within corporate credit, our overweight to lower-quality investment grade credits outperformed as credit spreads tightened slightly and BBB-rated credits performed better relative to Treasuries. Outlook The Putnam Stable Value process is designed to add value from multiple sources—sector rotation,security selection,duration management, and yield-curve positioning— while employing strict risk controls. We emphasize those sources of return we believe to be most reliable in today's markets:sector rotation and security selection. Several U.S. data releases have been weak in the recent past, and many tracking estimates of Qi GDP are around 1%(annualized) or well below. The economy has certainly been weaker than we had been expecting. In part,this reflects the disruptive effect of the West Coast ports problems and the continued negative effects of the fall of oil prices on the energy-producing sector.There have also been weather disruptions to activity: In the first quarter of 2014, weather effects were enough to produce a contraction in the economy. The weather may have lowered Q1 GDP this year by about 1 percentage point(annualized). We continue to think underlying conditions in the economy remain positive.The latest revisions to Q4 GDP showed even stronger growth in domestic final demand, and while consumer spending on goods has been affected by the weather,spending fil) on services is growing strongly. However,the March labor market report was weak. Job creation dipped well below 200,000 for the first time in many months, and the wages offset was modest.On the other hand,there is no reason to get carried away on a wave of pessimism.Some weather effects can be seen(construction employment fell by 1,000,down from the average 29,000 rise over the past six months). The weakness in oil and mineral prices also affected employment in extractive industries, which fell quite sharply. Gains in sectors such as health care, professional services, and financials were all in line with recent trends. While the report was certainly weak, given the weather and all the other indicators we have had in hand, we are not ready to say it signals a new, weaker trend for the economy. The Fed has been slowly recapturing the scope of some policy autonomy—ending QE,and then, most recently,ending its commitment to be "patient." The Fed has also done a lot of work on the practical aspects of changing policy, developing policy tools to absorb the large excess reserves that now sit in the system. Of course, ending its commitment to be patient does not mean the Fed will cease to be patient, but it is a step on a journey. These are signs that the Fed believes economic and financial conditions no longer warrant emergency levels of support. Indeed, Fed Vice Chairman Fischer recently pointed out that raising the fed funds rate by 25 bps would merely change policy from being extraordinarily accommodative to extremely accommodative. It is the Fed's expectation that a slow process of tightening is highly likely to begin in the next six months. Strategy 1 We continue to maintain corporate credit as our largest overweight. In general, corporate fundamentals are solid. Investment- grade corporate balance sheets and profit growth may have peaked, but there does not seem to be a major deterioration in credit. Leverage within investment-grade corporates as a whole is rising, but it is mostly increasing at higher-quality companies and in specific sectors. Spreads tightened slightly during the quarter to end at 129 bps but are significantly wider than the tights of 2014.The team believes that spreads can compress in 2015 given the solid underlying credit fundamentals, but global economic concerns, falling oil, geopolitical headlines,and/or volatile and rising U.S.Treasury rates may drive spreads wider in the near term. Portfolio positioning favors financials, utilities, cable,telecommunications, consumer non-cyclicals, media,and banks while 0 keeping underweights in pharmaceuticals, refining/integrated oil, metals, non-corps,aerospace,and technology. The views expressed herein are exclusively those of the portfolio manager as of the end of the period covered,and are subject to change without notice. Itis not intended to provide investment advice,and should not be considered the primary basis on which you make these decisions Holdings and sectors will vary over time. This is not an offer to sell or a recommendation to buy any individual security. Putnam Stable Value Fund Q1 12015 We hold diversified exposure in senior tranches of commercial mortgage-backed securities(CMBS).The commercial real estate • market is well positioned to benefit from a growing U.S. economy,especially one that is supported by the Federal Reserve targeting a parameter as correlated to commercial real estate prices as unemployment. Within mortgage pass-throughs,we generally favor pools in the middle of the coupon stack that exhibit better prepayment outlooks.We hold a close to neutral exposure to the mortgage basis as we are cautious of near-term market te&nicals.The potential for divergent performance among different coupon and vintage MBS pools in response to changes in refinancing activity and Federal Reserve policy is providing active trading opportunities in agency MBS pools. Our allocation to Traditional GIC investments is approximately 30.91%;this will likely remain on the order of 30-40%for the foreseeable future. We continue to monitor the relative value of GICs versus marketable securities and will add when we see appropriate value in the market as well as to provide specific liquidity requirements. The actively managed component of the portfolio remains defensively positioned for a rising-rate environment, as its duration is slightly shorter than that of the benchmark.As mentioned, recent data releases point to a slight deceleration in the U.S. economic growth story. However, we continue to believe that underlying conditions remain healthy going forward and this should set the stage for the Fed to begin raising the federal funds rate later this year. • • The views expressed herein are exclusively those of the portfolio manager as of the end of the period covered,and are subject to change without notice.It is not intended to provide investment advice,and should not be considered the primary basis on which you make these decisions Holdings and sectors will vary over time. This is not an offer to sell or a recommendation to buy any individual security. Putnam Stable Value Fund 01 12015 • Portfolio details as of March 312015 Portfolio structure Duration distribution _■ 0-1 year 29.6 Actively Managed SBIC's 44,7 1 -2 years 19.3 Multiperiod Immunization SBICs 17.5 2-3 years 21.2 3-4 years -� 12.8 Traditional GICs 30.9 4-5 years _ 3.6 Cash and Cash Equivalents 6.9 5+years ,-- 13.5 0 10 20 30 40 50 0 5 10 15 20 25 30 35 Percent of portfolio Percent of portfolio Portfolio sectors Quality Treasury 23.4 Cash 12.1 Agency Debt 0.1 Government 31.5 Agency MBS =NEM 8.0 • AAA 4.8 ABS • 1.6 AA 25.6 CMBS IMIIII 4.8 A 15.2 Corporate Credit 11.1111111. 19.1 GIC 309 BBB or lower 10.5 Cash 1111111111111.1 12.1 Not Rated I 0.3 0 5 10 15 20 25 30 35 0 5 10 15 20 25 30 35 Percent of portfolio Percent of portfolio Total Cash shown within the Sector&Quality distributions reflects the cash position outside of the wrap plus any cash held within the wrap. Credit qualities are shown as a percentage of net assets.A bond rated BBB or higher(A-3 or higher, for short-term debt)is considered investment grade. This chart reflects the security ratings provided by Standard&Poor's.Short-term cash bonds rated A-1+are included in the AAA-rating category.Ratings and portfolio credit quality will vary over time. The fund itself has not been rated by an independent rating agency. Plan Sponsors whose plans are invested in the Stable Value Fund and would like additional information on the fund's investments,including certain monthly information, can contact Putnam Investments. Other parties,such as prospective investors,may also obtain this information at Putnam's discretion. Calendar year performance (%) Account Name 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 Stable Value Fund(@ 25 bps) 1.72 1.70 2.15 3.50 4.09 2.72 4.63 4.84 4.60 4.47 BotA Merrill Lynch U.S.3 Month 0.03 0.07 0.11 0.10 0.13 0.21 2.06 5.00 4.85 3.07 Treasury Bill Index • Data is historical Past performance is not a guarantee of future results.More recent returns may be higher or lower than those shown.Investment returns and principal value will fluctuate and you may have a gain or a loss when you sell your shares.All performance is shown net of fees.For the most recent month end performance information please contact Putnam Investments. Consider the risks before investing: The fund seeks capital preservation, but there can be no assurances that it will achieve this goal.The fund's returns will fluctuate with interest rates and market conditions.The fund is not insured or guaranteed by any governmental agency. Funds that invest in bonds are subject to certain risks including interest-rate risk,credit risk, and inflation risk.As interest rates rise,the prices of bonds fall. Long-term bonds are more exposed to interest-rate risk than short-term bonds. Unlike bonds, bond funds have ongoing fees and expenses. Lower-rated bonds may offer higher yields in return for more risk. Funds that invest in government securities are not guaranteed. Mortgage-backed securities are subject to prepayment risk.The use of derivatives involves additional risks,such as the inability to terminate or sell derivative positions and the potential failure of the other party to the instrument to meet its obligations. The • fund may be exposed to risks associated with the providers of any wrap contracts(synthetic GICs)covering the fund's assets, including credit risk and capacity risk. Average Effective Duration Average effective duration provides a measure of a fund's interest-rate sensitivity. The longer a fund's duration,the more sensitive the fund is to shifts in interest rates.The relationship among funds with different durations is straightforward:A fund with duration of 10 years is expected to be twice as volatile as a fund with a five-year duration. Duration also gives an indication of how a fund's net asset value(NAV)will change as interest rates change.A fund with a five-year duration would be expected to lose 5%of its NAV if interest rates rose by 1 percentage point, or gain 5%if interest rates fell by 1 percentage point. Weighted Average Maturity Weighted average maturity is a calculation of the average time that securities in a fixed-income fund will come due.Average maturity takes into account mortgage payments in mortgage-backed securities,adjustable coupons on bonds,and puts. Call provisions are not included. Crediting Rate The weighted average net interest rate of all of the fund's investments(including cash)as of March 31,2015.This rate is quoted net of all fees, including investment management fees. The fund is a collective trust managed and distributed by Putnam Fiduciary Trust Company,a non-depository New Hampshire trust company. However, it is not FDIC insured; is not a deposit or other obligation of,and is not guaranteed by, Putnam Fiduciary Trust Company or any of its affiliates.The fund is not a mutual fund registered under the Investment Company Act of 1940,and its units are not registered under the Securities Act of 1933.The fund is only available for investment by eligible, qualified retirement plan trusts, as defined in the declaration of trust and participation agreement. To request the offering document for the fund visit Putnam.com. The offering document includes investment objective,risks, charges,expenses and other information that you should read and consider carefully before investing. Putnam Investments One Post Office Square Boston, Massachusetts 02109 United States of America Tel:+1-617-292-1000 putnam.com • RE17816 Ameritrade Commissions and Service Fees - • PO Box 2226■Omaha, NE 68103-2226 Mutual Funds Fax: 800-914-8980 1. COMMISSIONS Mutual Funds Fund Type Price No Load $25 Load No Fee' NTF No Feet 1.The Fund Family will charge fees as detailed in the fund prospectus. 2.No-Transaction-Fee(NTF)mutual funds are no-load mutual funds for which TD Ameritrade does not charge a transaction fee.NTFs,as well as other funds,have other continuing fees and expenses described in the fund's prospectus.TD Ameritrade receives remuneration from fund companies for record-keeping,shareholder and other administrative services.The amount of remuneration is based in part on the amount of investments in such funds by TD Ameritrade clients.Almost all funds held 90 days or less will be subject to a short-term redemption fee of$49.99.This fee is in addition to any applicable transaction fees or fees described in the fund's prospectus. 2. FEE SCHEDULE TD Ameritrade offers low commissions,but some services do require additional charges. Reorganization Fees Deposit* $25 Mandatory' $20 Non-mandatory and tender offers' $30 Withdrawal from tender offer $10 • Duplicate Statements and Confirmations Research Fee8 $5 per copy(no charge for electronic documents) $60 per hour Fees charged may vary by program,location,or arrangements.Additional fees may apply to certain plans.Please contact your TD Ameritrade representative for further information.Fees are subject to change upon 30 days'notice to you.All prices shown in U.S.dollars. 3.All service fees subject to change.TD Ameritrade reserves the right to pass-through Regulatory Fees,foreign transaction taxes,and other fees to client accounts,which may be assessed under various US regulations or imposed by foreign governments.Fees may include any of the following:a sales fee on certain sell transactions(assessed at a rate consistent with Section 31 of the Securities and Exchange Act of 1934),the Options Regulatory Fee(applicable to options transactions),and foreign transaction taxes and fees,among other charges. 4.Applies when a security has gone through a mandatory reorganization before the certificate is deposited into an account. 5.Applies when a security has gone through a mandatory reorganization for all shares held in an account,including those pending trade settlement,on the effective date of the reorganization. 6.Applies when a client chooses to participate in a non-mandatory reorganization offer. 7.Applies when a client chooses to withdraw from a non-mandatory reorganization offer. 8.Research is conducted subsequent to specific and usually disputed account activities. Investment Products:Not FDIC Insured * No Bank Guarantee * May Lose Value TD Ameritrade, Inc., member FINRA/SIPC/NFA.TD Ameritrade is a trademark jointly owned by TD Ameritrade IP Company, Inc.and The Toronto-Dominion Bank.©2014 TD Ameritrade IP Company, Inc.All rights reserved.Used with permission. Effective 02/18/14 Page 1 of 1 ACS 1010 F 02/14 Schwab Personal Choice Retirement Account® (PCRA) Schwab provides a broad range of value-added services, some of Pricing Summary - which have associated fees. This document provides you with a Effective February 1, 2015 summary of your plan-specific commissions and transaction fees for trade orders placed in your Schwab PCRA. This pricing summary supersedes any prior pricing summaries, pricing guides, and notices that you may have received. Schwab reserves the right to change or waive fees at our discretion. Commissions and Transaction Fees Equities Stocks and Third-Party Exchange-Traded Funds(ETFs) ETFs(including Schwab ETFsT°)participating in per Executed Trade* Schwab ETF OneSource"'per Executed Trade' Trading Channel Commissions Trading Channel Commissions • - *These fees also apply to trades of Canadian stocks,American Depositary Receipts, and stocks of foreign-incorporated companies that are listed on U.S. or Canadian exchanges or whose trades clear and settle in the U.S. or Canada. Mutual Funds Some funds may also charge sales and/or redemption fees. Please read the prospectuses for details. You can buy shares directly from a fund company or its principal underwriter or distributor without paying Schwab's transaction or services charges(except Schwab Funds®). No-Transaction-Fee Funds(includes funds available Transaction-Fee Funds' through the Mutual Fund OneSource®service)' Trading Channel Transaction Fee Trading Channel Transaction Fee a"` 4"-x,*.. ,,x, .?,...w ,,.�,+,g 5��"; ? x'.,`x;� � '` 3 r..,:...s `» e''* 4ok Note: For information about offshore funds(funds registered outside the U.S.for purchase by non-U.S.persons only),please call:the Schwab PCRA Call Center. Investors should consider carefully information contained in the prospectus, including investment objectives, risks,trading policies, charges, and expenses. You can request a prospectus by calling Schwab's dedicated PCRA Call Center at 1-888-393-PCRA (7272). You may also request a prospectus online at www.schwab.com/prospectus. Please read the prospectus carefully before investing. Charles SCHWAB i Schwab PCRA Pricing Summary-February 2015 I Page 1 of 3 ()l)ti 1i"c, Options per Executed Trade Trading Channel Commissions .,.,-'.a _ rte, ,4L. :,•4�:,' .r,.,.y:,. ,*.:' . °.a S Note: Stock or option trades resulting from an option exercise or assignment will be subject to the corresponding electronic commission pricing schedule. Euities - Foreign Stock Foreign Stock Transactions* Foreign Stock Transactions Trades Placed on the U.S.Over-The-Counter Market Trades Placed Directly on a Foreign Exchange Trading Channel Transaction Fee Trading Channel Transaction Fee • *These fees also apply to trades of foreign ordinary shares placed directly on a foreign exchange or on the U.S.over-the-counter market. Fixed income investments' Schwab may act as principal on certain fixed income transactions. When Schwab acts as agent,a commission will be charged on the transaction. When Schwab acts as prinicipal,the markeup is included in the bond price. Electronic Commission Broker-Assisted Commission Product Type or Mark-up or Mark-up °a :^r +' h � "�,-, v ��r .;,a ,. '' z :-' A is t A ». i ..r ,re '�°+ `ydr r fid"' `` si d mz: z ? a sre -.. > '' = _sa, *. {�*• -: .�", ..9 T?�? to 'r,� Y Yr 3*�'�����w.•. e t1 , °my W*. nd&. :. • Note:Large block transactions(orders of more than 250 bonds)may be eligible for special handling and/or pricing--please call the Schwab PCRA Call Center for information. Our commissions and markups may be slightly less than our published schedule(shown above)due to rounding. Schwab PCRA Pricing Summary-February 2015 I Page 2 of 3 1 This is a fee Schwab charges to offset fees imposed on us by national securities and self-regulatory organizations or by U.S.option exchanges. The Securities and Exchange Commission(SEC)assesses transaction fees on national securities exchanges and self-regulatory organizations based on the aggregate dollar amount of sales of certain securities.The SEC recalculates the amount of this fee periodically—at least once per year but sometimes more often. National securities exchanges and self-regulatory organizations offset the transaction fees by charging their member broker-dealers such as Schwab,and we,in turn,offset this fee by charging you an Exchange Process Fee for covered sell transactions. U.S.option exchanges charge Schwab and other broker-dealers per-contract fees for purchase and sales of exchange-listed options. The exchanges may charge these fees even on transactions executed on other exchanges,which can result in multiple fees being imposed on Schwab for a single transaction. Schwab offsets these fees by charging you a single Exchange Process Fee for each covered transaction. Any Exchange Process Fee that appears on your trade confirmation for a sale of an exchange-listed option will combine the offset for the fees charged both by the U.S.option exchanges and by the national securities and self-regulatory organizations. Schwab's Exchange Process Fee will rise or fall periodically depending upon the rate set by the SEC or by the U.S.option exchanges,as applicable. Notes: • This pricing summary applies only to the PCRA accounts held at Charles Schwab&Co., Inc.,and established on behalf of retirement plan participants. You can obtain more information about PCRA commissions and transaction fees by calling Schwab's dedicated PCRA Call Center at 1-888-393-PCRA(7272),Monday through Friday,9:00 am through 7:30 pm(ET). Or,view the current Charles Schwab Pricing �( Guide for Retirement Plan Accounts on www.schwab.com for a more complete description of all other commissions and transaction fees. la • Your PCRA is a cash-up-front account.For all purchases,we require cleared funds in the account.When you're selling,we require securities on deposit. It is your responsibility to avoid overspending your account. If your account becomes overspent,Schwab reserves I` the right to liquidate a portion of your account to cover the debit balance. If liquidation is necessary,a broker-assisted fee of$25 will apply. 'Excluding mutual funds,commissionable trades that execute over more than one day will be charged a separate commission for each additional day; ii each separate commission will apply to the portion of the trade executed on the corresponding additional day.Electronic trade orders for which price or quantity are changed by the client,and as a result execute over multiple trades on the same day,are each charged a separate commission. I? 'Trades placed through Schwab's electronic channels,such as Schwab.com,mobile applications,and automated phone services.Certain securities may not be available through all electronic trading channels. Up to 999,999 shares can be placed per trade. 'Conditions apply:Trades in ETFs available through Schwab ETF OneSource(including Schwab ETFsTm)are available without commissions when placed online through a Schwab account.Service charges apply for trade orders placed through a broker($25).An exchange processing fee applies to sell transactions.Certain types of Schwab ETF OneSource transactions are not eligible for the commission waiver,such as short sells and buys to cover (not including Schwab ETFs).Schwab reserves the right to change the ETFs we make available without commissions.All ETFs are subject to manage- ment fees and expenses.Please see the Charles Schwab Pricing Guide for Retirement Plan Accounts(the"Pricing Guide")for additional information. As of 02/01/2015,Schwab ETF OneSource had 198 ETFs. Investment returns will fluctuate and are subject to market volatility,so that an investor's shares,when redeemed or sold,may be worth more or less than their original cost.Shares are bought and sold at market price,which may be higher or lower than the net asset value(NAV). Charles Schwab&Co., Inc.receives remuneration from third-party ETF companies participating in Schwab ETF OneSource TM for recordkeeping, shareholder services,and other administrative services,including program development and maintenance. Schwab ETFsTm are distributed by SEI Investments Distribution Co.(SIDCO).SIDCO is not affiliated with Charles Schwab&Co., Inc.Learn more at schwab.com/SchwabETFs. Third-party Schwab ETF OneSource shares purchased may not be immediately marginable at Schwab. °Charles Schwab&Co.,Inc.(Member SIPC)receives remuneration from fund companies for recordkeeping and shareholder services and for other administrative services for shares purchased through Schwab's Mutual Fund OneSource®program. Schwab also may receive remuneration from transaction-fee fund companies for certain administrative services. Trades in no-load mutual funds available through OneSource(including Schwab Funds®),as well as certain other funds,are available without transaction fees when placed through Schwab's electronic channels such as,Schwab.com,mobile applications,or automated phone services. Schwab reserves the right to change the funds we make available without transaction fees and to reinstate fees on any funds. Funds are also subject to management fees and expenses. Schwab's short-term redemption fee will be charged on redemption of funds purchased through Schwab's Mutual Fund OneSource®service(and certain other funds with no transaction fee)and held for 90 days or less. Schwab reserves the right to exempt some funds from this fee,including certain Schwab Funds®,which may charge a separate redemption fee,and funds that accommodate short-term trading. 'Standard fees apply on both transactions when placing simultaneous orders to sell one or more transaction-fee fund(s)and purchase additional transaction-fee fund(s)with the proceeds. e Options carry a high level of risk and are not suitable for all investors.Certain requirements must be met to trade options through Schwab.Please read the Options Disclosure Document titled"Characteristics and Risks of Standardized Options"before considering any option transaction.Call Schwab at 1-888-383-PCRA(7272)to request a current copy.Supporting documentation for any claims or statistical information is available upon request. 'Transactions in foreign ordinary shares incur additional custody,clearing,and settlement expenses.A foreign transaction fee is added to trades placed on the U.S.over-the-counter market through the online or automated phone channels. The commission and foreign transaction fee will be combined and appear as one line item,labeled"Commission,"on your trade confirmation. 8 For fixed income traces placed through one of Schwab's electronic channels,discounts may apply. e Schwab reserves the right to act as principal on any Bond transaction. In secondary market principal transactions the price will be subject to our standard mark up in the case of purchases,and a mark down in the case of sales,and also may include a profit or loss to Schwab in the form of a bid-ask spread. When trading as principal,Schwab may also be holding the security in its own account prior to selling it to you and,therefore,may make(or lose)money depending on whether the price of the security has risen or fallen while Schwab has held it. Schwab Personal Choice Retirement Account®(PCRA)is offered through Charles Schwab&Co., Inc.(Schwab),a registered broker-dealer that also provides other brokerage and custody services to its customers. ©2015 Charles Schwab&Co.,Inc.,(Member SIPC).All rights reserved.MR(0313-2062)MKT38796IPCRA-08(02/15) Schwab PCRA Pricing Summary-February 2015 I Page 3 of 3 SAMPLE O SECTION 457 CUSTODIAL ACCOUNT AGREEMENT WITH WELLS FARGO BANK, N.A. THIS SECTION 457 CUSTODIAL ACCOUNT AGREEMENT is made by and between the (herein "Employer"), and Wells Fargo Bank, National Association (herein "Custodian"). WHEREAS, Employer maintains an eligible deferred compensation plan(s) (herein the "Plan(s)") under section 457 of the Internal Revenue Code. WHEREAS, Employer desires to set aside Plan(s) assets to be held in a funded arrangement under section 457(g) of the Internal Revenue Code maintained for the exclusive benefit of Plan(s) participants and their beneficiaries. WHEREAS, section 457(g)(3) of the Internal Revenue Code provides that custodial accounts described in section 401(f)of the Internal Revenue Code shall be treated as trusts pursuant to that section. WHEREAS, Employer desires to engage the services of the Custodian to hold all assets and income of the Plan(s) in a custodial account for the exclusive benefit of participants and their beneficiaries, as defined in section 401(f)of the Internal Revenue Code. • WHEREAS, the Custodian is willing to act as custodian and deemed trustee of the Plan(s) as set forth in section 457(g)(3) of the Internal Revenue Code to provide these services for the Plan(s) on the condition that Employer has entered or is entering into a service agreement with Great-West whereby Great- West will provide recordkeeping services for all Plan(s)assets held pursuant to this Agreement. NOW, THEREFORE, Be it resolved,that the Employer desires to appoint and hereby so appoints, effective as of , Wells Fargo Bank, National Association, and Wells Fargo Bank, National Association desires to accept such appointment and to accept the custody continued hereby. The parties also hereto agree as follows: 1. Establishment of Custodial Account. a. In order to carry out the purposes of the Plan(s), Employer hereby creates and establishes a custodial account (herein the "Custodial Account"). The Custodian accepts the Custodial Account and agrees to act as Custodian hereunder, but only on the terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement, all right, title and interest in and to the Custodial Account shall be vested exclusively in the • Custodian. b. The Custodial Account shall include only those assets that the Custodian accepts. Only assets actually received by the Custodian will become part of the Custodial Account. The Employer acknowledges and agrees that it is responsible for effectuating the transfer of any Plan(s)assets to be held in the Custodial Account to Custodian. • c. The Custodial Account established hereunder is intended to satisfy the requirements of section 457(g)(3) of the Internal Revenue Code, and to be treated as a trust solely for purposes of applicable tax laws under rules similar to the rules under section 401(f) as contemplated by that section. In no event shall the Custodial Account be treated as a trust for purposes of state law. Notwithstanding anything herein to the contrary, it shall be impossible, prior to the satisfaction of all liabilities with respect to the employees and their beneficiaries covered by the Plan(s),for any part of the funds of the Custodial Account to be used for, or diverted to, purposes other than for the exclusive benefit of the participants or their beneficiaries as provided for in the Plan(s). Except as provided in the Plan(s) and consistent with applicable law, the assets of the Custodial Account shall never inure to the benefit of the Employer and shall be held for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the Plan(s)and Custodial Account. The Employer agrees that it will abide by this provision and that it will not cause the Custodian to violate this rule either by its direction or otherwise. 2. Services to be Provided by Custodian and Obligations of the Parties. The obligations of the Custodian shall be limited to those expressly imposed upon it by this Agreement, notwithstanding any reference herein to the Plan(s), and no further duties or obligations of the Custodian, such as a duty to value Plan(s) investments, determine the prudence or authorization of any Plan(s) investment, or diversify Plan(s) investments, shall be implied. The Custodian shall not be liable in discharging its duties hereunder if it acts in good faith and in accordance with the terms of this Agreement and in accordance with applicable federal tax laws,rules and regulations. The Custodian shall, upon direction from Employer, perform the following services; provided, however, that for purposes of this Agreement the Custodian may rely on direction by the Employer to Great-West pursuant to and consistent with the terms of the services agreement among the parties thereto: a. Open and maintain a Custodial Account in the name of the Plan(s) and hold in such an account all cash, securities and other property initially deposited plus any additional cash and securities that may be received from time to time for the Custodial Account; provided, however, that nothing in this Agreement shall require the Custodian to maintain actual • physical custody of assets held for the Plan(s), to which the Custodian has title, through a broker held securities account or insurance company separate account, or to maintain actual physical custody of mutual fund shares. The Custodian shall have no duty or authority to ascertain whether any contributions should be made to the Custodial Account pursuant to the Plan(s),to determine the amount of any contribution to be made pursuant to the terms of the Plan(s), or to bring any action to enforce any obligation to make any contribution to the Plan(s). b. Act upon written direction from the Employer or from one or more investment advisors duly appointed in writing by the Employer, as provided in Section 5 hereof. The Custodian shall have no duty to determine any facts or the propriety of any action taken or omitted by it pursuant to such directions. c. Be responsible for the collection of all investment income relating to the assets in the account. d. Make payments from the Custodial Account to participants or their beneficiaries as the Employer shall direct in writing, and amounts so paid shall no longer constitute a part of the Custodial Account. The Employer shall report withholding of any federal, state or local taxes that may be required to be withheld with respect to such payments and shall remit such amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported,withheld and remitted. e. The Employer shall pay or, if not paid by the Employer, shall direct the Custodian to pay from the Custodial Account, the reasonable expenses relating to the Plan(s) and Custodial Account, including,without limitation, investment management, accounting, legal, actuarial expenses, and any expenses which have been approved by the Employer; provided, however -2- • that expenses paid pursuant to this section shall not include fees for custodial services to Custodian. 3. Powers of the Custodian. The Custodian is authorized and empowered to: a. Hold assets in the name of the Custodian, which may include entering into depository arrangements for the safekeeping of records relevant to the ownership of such assets with any entity or entities as the Custodian may choose. b. Invest the assets of the Custodial Account in such investment vehicles as directed by Employer or a duly appointed investment advisor, including annuity or insurance contracts issued by licensed insurance companies, and to enter into amendments to such annuity or insurance contracts as so directed. The Custodian shall have no duty or responsibility to determine the appropriateness of any Plan(s) investment, or to cause such investments to be changed. The Employer shall be responsible to determine whether the Plan(s) and the investments directed by it are authorized by state law. The Custodian shall forward all notices, proposed contract amendments, rate or fee changes or other communications regarding all annuity or insurance contracts held in the Custodial Account to the Employer, and shall act on behalf of the Custodial Account with respect to any such notice, proposed amendment, change, or other communication only as directed by the Employer. Any rights of a contractholder under any such group annuity contract to discontinue, amend, or otherwise modify the contract shall be exercised only upon the specific written direction of the Employer to the issuer of the contract or by the Custodian at the Employer's express written direction. • c. Make transfers among investment vehicles or disbursements from the Custodial Account as directed by the Employer or, if applicable,by the Plan(s)participants. d. Employ agents other than persons on its regular payroll and delegate to them such ministerial and other non-discretionary duties as it sees fit and to rely upon such information furnished by such agents. e. Vote any securities held in the Custodial Account, issue proxies to vote such securities, or exercise any other rights incidental to the securities including tender offers, as directed by the Employer. f. Pay taxes of any and all kinds levied or assessed against the Custodial Account as directed by the Employer. g. Delegate to Great-West, any or all ministerial duties arising out of this Agreement, and appoint Great-West as agent of Custodian for such purposes, including opening accounts with investment companies, and paying expenses and making distributions from the Custodial Account. In no event shall Custodian delegate to Great-West the right to hold title to the assets of the Plan(s) or Custodial Account. h. Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any other instruments that may be necessary or appropriate to carry out the custodianship duties and powers. • i. Hold uninvested such cash funds as may appear reasonably necessary based upon directions of the Employer to meet the anticipated cash requirements of the Plan(s) from time to time and to deposit the same or any part thereof, either separately or together with other funds -3 - under the control of the Custodian, in its own deposit department or to deposit the same in its name as Custodian in such other depositories as it may select. J. Institute, prosecute, maintain, or defend any proceeding at law or in equity concerning the Custodial Account or the assets thereof, at the sole cost and expense of the Custodial Account, and to compromise, settle, and adjust any claims and liabilities asserted against or in favor of the Custodial Account or of the Custodian; but the Custodian shall be under no duty or obligation to institute, maintain, or defend any action, suit, or other proceeding • unless it shall have been indemnified to its satisfaction against any and all loss, cost, expense,and liability it may sustain or anticipate by reasons thereof. k. Retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery thereof until final adjudication is made my a court of competent jurisdiction. 4. Reports. Custodian, or agent of Custodian, shall furnish to Employer and any duly appointed investment advisors a periodic statement of account no less frequently than annually, reflecting an inventory of assets in the account, all activity during the previous period, and a market:value for the assets of the account. Custodian, or its agent, will furnish such reports including reports to Employer's accountant or other examiners upon Employer's request which shall be based upon the records maintained by Great-West,and which shall be provided to Custodian on a quarterly basis. 5. Authorized Persons. The Employer and any duly appointed investment advisor shall furnish a list to the Custodian (and from time to time whenever there are changes therein) of the individuals authorized to transmit instructions to the Custodian concerning the assets in the account and written direction regarding the form of such instructions. If the Employer has implemented the voice • response system for participants, all participants are deemed to be authorized individuals solely for purposes of directing investment of their individual account balances. The Custodian shall be entitled to rely on instructions from participants received through the voice response system as well as on the oral advice as confirmed in writing or written advice of other authorized individuals. The Custodian shall treat as genuine and may rely on any notice or communication without further verification that it reasonably believes is from an authorized party, as defined above, and shall be protected in doing so by the Employer. 6. Compensation Payable to Custodian. The Custodian shall be entitled to receive reasonable compensation for services provided under this Agreement in connection with the Plan(s). Such compensation shall be paid as set forth on the fee schedule attached hereto as Exhibit 1, and may be changed from time to time by agreement of the parties. Reasonable compensation includes float received from the use of uninvested funds by the Custodian or its affiliates which accrues on payments made from the Account(such as distributions and expense payments)and on contributions or other funds received too late in the day to be invested same-day for the Account. Float on distribution payments begins to accrue as of the check date, when funds are transferred to a separate check clearing account, and ends on the date the check clears against this separate account or is returned to the Account, if the governing document provides for such return. Earnings on the float depend on the specific investment, the current rate, which is generally the Fed Funds rate or a money market rate,and the period of time during which the funds are available. 7. Amendment and Termination. This Agreement may be amended by written agreement of the parties at any time. This Agreement shall continue in effect unless or until terminated by either party upon thirty (30) days' written notice to the other party; provided that Custodian shall continue to act as Custodian of the Custodial Account until a successor Custodian is appointed. If no successor Custodian is appointed within ninety (90)days of such written notice of termination, Custodian shall be authorized to petition a court of competent jurisdiction for a declaration appointing a successor -4- Custodian, and to charge the Custodial Account for the reasonable costs, fees, and expenses of such legal process. Upon termination, all securities held in the account shall be delivered by the Custodian to a successor custodian appointed by the Employer or as otherwise directed in writing by the Employer. Notwithstanding the foregoing, this Agreement shall automatically terminate in the event that a contract for the provision of one or more funding mediums for the Custodial Account and recordkeeping services through Great-West are discontinued or terminated without renewal, effective as of the date of such discontinuance or termination, with no further notice from or to either party; provided that Custodian shall continue to act as Custodian of the Custodial Account until a successor Custodian is appointed. If no successor Custodian is appointed within ninety (90) days of such written notice of termination, Custodian shall be authorized to petition a court of competent jurisdiction for a declaration appointing a successor Custodian, and to charge the Custodial Account for the reasonable costs, fees,and expenses of such legal process. 8. Limitation of Liability. Custodian shall not be liable for any claims, liabilities, or expenses arising from or alleged to arise from any action or inaction taken by Custodian pursuant to the direction of Employer or any authorized agent thereof. Employer specifically releases Custodian from any liability except to the extent Custodian has committed negligence or malfeasance in the exercise of its responsibilities hereunder. 9. Notices. Notices to the Employer shall be directed and mailed as follows: • Attention: Employer EIN# Notices to the Custodian shall be directed and mailed as follows: Wells Fargo Bank,N.A. Institutional Retirement and Trust 1740 Broadway,MAC#C7300-105 Denver, CO 80274 Attention: Leslieann Gallagher and Andrea L. Stellish Notices to Great-West shall be directed and mailed as follows: Great-West Life&Annuity Insurance Company 8515 East Orchard Road Englewood,Colorado 80111 Attention: Laura G. Miller AVP& Counsel, Legal Department Great-West Group No.: • 10. Inspection Privileges. The books, records, documents, accounting procedures, and practices of the Custodian relevant to this Agreement are subject to examination by the Employer, including but not limited to an annual audit by an independent auditor designated by the Employer. - 5 - 11. Governing Law. This Agreement shall be governed by and enforced under the contract laws of the State of South Carolina. The Custodial Account hereby created is issued in Colorado and all • questions regarding its administration shall be determined under the laws of the State of Colorado. 12. Severability. In case any provisions of this Agreement shall be held illegal or invalid for any reason, their illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a part of the Agreement. 13. Assignment. This Agreement shall not be assigned without the express written consent of all parties to this Agreement, which consent shall not be unreasonably withheld; provided, however, that this provision is subject to and shall in no way limit the effect of Section 3 hereof(relating to the power of Custodian to delegate certain duties to Great-West, and appoint Great-West as its agent for certain purposes). 14. Successors and Assigns. This Agreement shall be binding upon the respective successors and assigns of the Employer and the Custodian. 15. Effective Date. This Agreement shall be effective ,200_. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. EMPLOYER: • By: Its: Date CUSTODIAN: Wells Fargo Bank,National Association By: Its: Date • -6- • ATTACHMENT A SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE I Plan Name: The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule #14b-2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies and beneficial owners of the securities registered in the name of certain nominees. Under these rules, Wells Fargo is required to contact each customer for whom we hold securities and determine whether you authorize us to provide your name, address and share position to the issuer of the securities you own. For your protection, the rules prohibit the requesting company from using your name and address for any purpose other than corporate communications. Please complete the authorization below by checking one of the alternatives. Note: Under the Rule, Wells Fargo is required to treat a non-response as a "YES" disclosure response. 11110 ❑ You are authorized to release my name, address and share position ("YES"response). ❑ You are NOT authorized to release my name, address and share position ("NO" response). Employer Authorized Signature: Title: Date: • -7- S EXHIBIT 1 FEE SCHEDULE Wells Fargo Bank, N.A. and Great West Life & Annuity Insurance Company Schedule of Charges for Custodial Services This Schedule may be revised or modified at time of renewal of the Employer's Service Agreement with Great-West. Base Charge The Custodian's compensation for the custodial services being provided under this agreement is included in the fees being received by Great-West under the Service Agreement between the Employer and Great- West. Great-West will forward such custodial fees to Wells Fargo Bank,N.A. at no additional cost to the Employer. • S SAMPLE • SECTION 457(b) TRUST AGREEMENT WITH WELLS FARGO BANK, N.A. THIS TRUST AGREEMENT is by and between , (hereinafter called the "Employer"), and Wells Fargo Bank,National Association, a banking institution organized under the laws of the United States(hereinafter called the "Trustee"). WITNESSETH: WHEREAS, the Employer has established or adopted an eligible deferred compensation plan under section 457(b) of the Code known as the Deferred Compensation Plan (hereinafter called the "Plan"); and WHEREAS, the Employer serves as the Plan Administrator; and WHEREAS, the Employer desires the Trustee to hold Plan funds and the Trustee is willing to hold such funds pursuant to the terms of this Trust Agreement; and WHEREAS, Employer has appointed Great-West Life & Annuity Insurance Company (herein "Service Provider") to provide recordkeeping and other ministerial services to the Plan, including services • related to any annuity contracts owned by the Plan; and WHEREAS, Employer has authorized Service Provider to direct the Trustee with respect to all investments offered under the Plan. NOW, THEREFORE, Be it resolved, that the Employer desires to appoint and hereby so appoints Wells Fargo Bank,National Association, and Wells Fargo Bank,National Association desires to accept such appointment and to accept the responsibilities established hereby. In consideration of the promises and mutual covenants herein contained,the parties hereto do hereby mutually declare and agree as follows: Section 1. Establishment of Trust. a. In order to carry out the purposes of the Plan, the Employer hereby creates and establishes a trust to be known as the Trust (hereinafter called the "Trust" or "Trust Fund"). The Trustee accepts this Trust and agrees to act as Trustee hereunder, but only on the terms and conditions set forth in this Trust Agreement. Subject to the terms and conditions of this Trust Agreement, all right, title and interest in and to the estate of the Trust fund shall be vested exclusively in the Trustee. b. The Trust Fund shall include only those assets that the Trustee accepts and may include group annuity contract(s), promissory notes given in connection with loans to Plan participants and beneficiaries, publicly traded mutual funds, and cash or cash equivalents, as applicable. Only assets actually received and accepted by the Trustee will become part of the Trust Fund. The Employer acknowledges and agrees that it is responsible for effectuating the transfer of any assets held by a prior trustee or custodian to the Trustee. All assets so received, together with the income therefrom and any other increment hereon, shall be held by the Trustee pursuant to the terms of this Trust • Agreement without distinction between principal and income, and without liability for the payment of interest thereon. 1 SAMPLE Section 2. General Duties of the Plan Administrator; Indemnification. a. The Plan Administrator shall control and manage the operation of the Plan. The Plan Administrator shall be responsible for determining benefit rights under the Plan, instructing the Trustee in the disbursement of benefits, investment management, directing the Trustee in voting proxies, and performing those plan administration functions specified in the Plan. b. The Plan Administrator shall act as custodian with respect to promissory notes, mortgages, and • related documents given with Plan loans, if any, and the Plan Administrator shall hold in safekeeping all such promissory notes,mortgages, and related documents. c. The Trustee shall be fully protected and shall incur no liability in acting in reliance upon the instructions or directions of the Plan Administrator, or any delegate of the Plan Administrator which are provided to Service Provider. In addition, the Trustee shall be entitled to rely on directions given by a Plan participant to Service Provider, where the Plan provisions permit such direction. The participant shall be regarded as the delegate of the Plan Administrator for purposes of this Agreement and any reference herein to directions or instructions from the Plan Administrator shall include directions or instructions from any delegate of the Plan Administrator including Plan participants. Although instructions and directions from the Plan Administrator or the delegate of the Plan Administrator to the Trustee may be provided directly to the Trustee by the Plan Administrator or the delegate of the Plan Administrator, such instructions and directions shall generally be provided to Service Provider who shall forward instructions and directions requiring action by the Trustee to the Trustee. d. The Employer shall indemnify and hold harmless the Trustee from and against any and all claims, • losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence, gross negligence, or willful misconduct of the Trustee. e. In addition to and in no way in limitation of the indemnification of paragraph (d), the Employer hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees), and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent, or existing trustee of the Plan. Section 3. General Duties of Trustee. a. The Trustee shall receive, hold, manage, invest, and reinvest the Trust Fund pursuant to the provisions of this Section and Section 4 in accordance with the directions received by it from the Plan Administrator or its delegate, and shall have no duty to determine any facts or the propriety of any action taken or omitted by the Trustee in good faith pursuant to instructions from such Plan Administrator. b. The Trustee shall be responsible only for such assets as are actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made pursuant to the Plan or to bring any action to enforce any obligation to make any contribution, nor shall it have any responsibility concerning the amount of any contribution or the application of the Plan contribution formula. c. The duties and obligations of the Trustee hereunder shall be limited to those expressly imposed upon it by this Trust Agreement, notwithstanding any reference herein to the Plan, and no further duties or4110 obligations of the Trustee, such as a duty to value Plan investments, determine the prudence of any 2 SAMPLE • Plan investment, or diversify Plan investments, shall be implied. The Trustee shall not be liable in discharging its duties hereunder if it acts in good faith and in accordance with the terms of this Trust Agreement and the applicable federal or state laws,rules, and regulations. Section 4.Power and Duties of Trustee with Respect to Trust Fund. The Trustee shall have the following powers and duties regarding the Trust Fund: a. To hold title to the assets of the Trust Fund, which may include entering into depository arrangements for the safekeeping of records relevant to the ownership of such assets with any bank or banks as the Trustee may choose. Without limiting the generality of the foregoing, the Employer specifically directs the Trustee to appoint, and the Trustee hereby appoints the Plan Administrator to act as custodian with respect to promissory notes, mortgages, and related documents given in connection with Plan loans, if any. b. To invest the assets of the Trust Fund in such investment vehicles as directed by the Plan Administrator or its delegate, including Plan loans made to participants, and annuity or insurance contracts issued by Great-West Life & Annuity Insurance Company in accordance with the directions received from the Plan Administrator or its delegate, and to agree to amendments to such annuity or insurance contracts, as directed by the Plan Administrator. The Trustee shall have no duty or responsibility to determine the appropriateness of any Plan investment, or to cause such investments to be changed. Notwithstanding any other provision of this Agreement, all notices, proposed contract amendments, rate or fee changes or other communications regarding all group annuity contracts that are assets of the Plan, including any group annuity contract issued by Great- West Life & Annuity Insurance Company, will be sent directly by the issuer of the contract to the Plan Administrator or forwarded by the Trustee to the Plan Administrator, and the Trustee shall act on behalf of the Plan with respect to any such notice, proposed amendment, change, or other communication only in accordance with the written direction of the Plan Administrator. Any rights of a Contractholder under any such group annuity contract to discontinue, amend, or otherwise modify the contract shall be exercised only upon the specific written direction of the Plan Administrator to the issuer of the contract or by the Trustee at the Plan Administrator's specific written direction. c. To make transfers among investment vehicles or disbursements from the Trust Fund as directed by the Plan Administrator, or, if applicable, Plan participants. The Trustee shall be entitled to rely on such direction, and shall have no responsibility to ascertain whether the Plan permits such a transfer or disbursement. d. Employ agents other than persons on its regular payroll and delegate to them such ministerial and • other non-discretionary duties as it sees fit and to rely upon such information furnished by such agents. e. To delegate any or all of its ministerial duties arising out of this Agreement. Also, the Trustee may utilize the services of outside custodians to hold on the Trustee's behalf any plan assets invested in securities. In no event shall Trustee delegate to Service Provider the right to hold title to the assets of the Plan. f. To vote any securities held in the Trust Fund, issue proxies to vote such securities, or exercise any • other rights incidental to the securities including tender offers, as directed by the Plan Administrator. 3 SAMPLE g. To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and1111 any other instruments that may be necessary or appropriate to carry out the custodianship duties and powers. h. Hold uninvested such cash funds as may appear reasonably necessary based upon directions of the Plan Administrator to meet the anticipated cash requirements of the Plan from time to time and to deposit the same or any part thereof, either separately or together with other trust funds under the control of the Trustee, in its own deposit department or to deposit the same in its name as Trustee in such other depositories as it may select. i. Institute, prosecute, maintain, or defend any proceeding at law or in equity concerning the Trust or the assets thereof, at the sole cost and expense of the Trust, and to compromise, settle, and adjust any claims and liabilities asserted against or in favor of the Trust or of the Trustee; but the Trustee shall be under no duty or obligation to institute, maintain, or defend any action, suit, or other legal proceeding unless it shall have been indemnified to its satisfaction against any and all loss, cost, expense, and liability it may sustain or anticipate by reason thereof. j. Retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction. Section 5.Payment of Taxes. The Trustee shall pay out of the Trust Fund, income taxes and other taxes of any and all kinds levied or assessed under existing or future laws against the Trust Fund, or against any person with an interest in the Trust Fund. • Section 6. Disbursement of Trust Funds. a. Upon receipt of written direction of the Employer, the Trustee shall make payments from the Trust Fund to such persons or direct Service Provider to make such payments from an annuity contract listed on Schedule A, in such manner and in such amounts as the Employer shall direct in writing, and amounts paid pursuant to such direction shall no longer constitute a part of the Trust Fund. Notwithstanding the foregoing, the Plan Administrator expressly reserves the right to provide direction directly to Service Provider regarding payments of Plan benefits or other disbursements. b. At no time prior to the satisfaction of all liabilities with respect to participants and beneficiaries under this Trust shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of Plan participants or beneficiaries. Except as provided in the Plan, the assets of the Trust Fund shall never inure to the benefit of the Employer and shall be held for the exclusive purpose of providing benefits to participants in the Plan and their beneficiaries and defraying reasonable expenses of administering the Plan. Section 7. Expenses and Compensation of Trustee. The Trustee shall be compensated in accordance with the fee schedule provided to the Employer. If the Trustee proposes an amended written fee schedule and the employer fails to object thereto within ninety(90) days of its receipt,the mended fee schedule shall be deemed accepted by the Employer. In addition, compensation includes float received from the use of uninvested funds by the Trustee or its affiliates 41111 which accrues on payments made from the Trust (such as distributions and expense payments) and on 4 SAMPLE contributions or other funds received too late in the day to be invested same-day for the Trust. Float on distribution payments begins to accrue as of the check date, when funds are transferred to a separate check clearing account, and ends on the date the check clears against this separate account or is returned to the Trust, if the governing document provides for such return. Earnings on the float depend on the specific investment, the current rate, which is generally the Fed Funds rate or a money market rate, and the period of time during which the funds are available. Section 8. Expenses of the Plan and Trust Fund. The Employer shall pay, or if not paid by the Employer, the Plan Administrator shall direct the Trustee to be paid from the Trust Fund, the reasonable expenses relating to the Plan and Trust Fund. Such expenses shall include, without limitation, actuarial, investment management, accounting, legal expenses, and any Trust expenses which have been approved by the Plan Administrator. Section 9.Accounts of the Trustee. The Trustee has accepted this Trust on the condition that the Employer has entered or is entering into a service agreement with Service Provider whereby Service Provider will provide recordkeeping service for all Plan assets held pursuant to this Trust Agreement. The Trustee shall forward to the Plan Administrator the recordkeeping reports and related financial information provided by Service Provider, but the Trustee shall not otherwise be required to provide Trust accounts. Section 10. Resignation,Removal,and Substitution of Trustee. 411 a. The Trustee may resign at any time by giving at least 30 days written notice to the Employer(unless the Employer deems notice of a shorter duration to be adequate). The Employer may remove the Trustee at any time by giving at least 30 days written notice to the Trustee (unless the Trustee deems notice of a shorter duration to be adequate). b. The Trustee's service pursuant to this Agreement is conditioned upon the existence of one or more contract(s) between the Employer or the Plan (or the Trustee on behalf of the Plan) and Service Provider providing a funding medium for the Plan and providing for full Plan recordkeeping services. In the event the contract providing a funding medium or providing for recordkeeping service is discontinued or terminated, this Agreement shall be terminated as well with no further notice from either party to the other as of the date of discontinuance or termination of the contract providing a funding medium or providing for recordkeeping services. c. Any successor trustee hereunder may be either a corporation authorized and empowered to exercise trust powers or may be one or more individuals. d. Upon the appointment of a successor trustee, the resigning or removed Trustee shall execute, acknowledge, and deliver all documents and written instruments necessary to transfer and deliver the Trust Fund, and all rights and privileges therein to the successor trustee. Upon the appointment of a successor trustee, the resigning and removed Trustee shall be discharged from further accountability for the Trust Fund, and shall be under no further duty, obligation, or responsibility for the disposition by such successor trustee of the Trust Fund or any part thereof. Section 11.Amendment and Termination of Trust. • a. The Employer and the Trustee may mutually agree at any time to amend this Trust Agreement and the Trust created hereby to any extent deemed advisable. No amendment to this Trust Agreement 5 SAMPLE shall be effective unless mutually agreed to in writing by the Employer and the Trustee; provided, 1111 however,that Trustee's fee schedule may be amended as provided in Section 7. b. The Employer may at any time revoke this Trust Agreement and terminate the Trust hereby created. Such revocation and termination shall become effective upon receipt by the Trustee or its delegate of a written instrument of such revocation and termination executed by the Employer. Upon such termination, disposition of the assets of the Trust Fund shall be governed by the terms of the Plan. Section 12.Miscellaneous Provisions. a. The Trust Agreement and the Trust hereby created shall be governed, construed, administered, and regulated in all aspects under the law of the United States and the State of b. The titles of the Sections in this Trust Agreement are for convenience of reference only and in case of any conflict,the text of this instrument,rather than such titles, shall control. c. In case any provisions of this Trust Agreement shall be held illegal or invalid for any reason, their illegality or invalidity shall not affect the remaining parts of this Trust Agreement, and this Trust Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a part of the Trust Agreement. d. This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument and may be sufficiently evidenced by any one counterpart. • e. This Trust Agreement shall be binding upon the respective successors and assigns of the Employer and the Trustee. f. Neither the gender nor the number (singular or plural) of any word shall be construed to exclude another gender or number when a different gender or number would be appropriate. g. In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this Trust Agreement shall prevail. h. Communications to the Trustee shall be sent to: Wells Fargo Bank,N.A. Institutional Retirement and Trust 1740 Broadway, MAC#C7300-105 Denver,CO 80274 Attention: Leslieann Gallagher and Andrea L. Stellish No communication shall be binding upon the Trustee until it is received by the Trustee or its delegate. Communications to the Employer shall be sent to: • 6 SAMPLE 410 Attention: Employer EIN # Section 13.Effective Date. This Agreement shall be effective • IN WITNESS WHEREOF, this Trust Agreement has been executed on the dates indicated below. The persons executing this Trust Agreement represent that they are duly authorized to do so. EMPLOYER: By: Its: Date TRUSTEE: Wells Fargo Bank,National Association By: Its: Date • 7 SAMPLE ATTACHMENT A41111 SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE Plan Name: The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule #14b- 2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies and beneficial owners of the securities registered in the name of certain nominees. Under these rules, Wells Fargo is required to contact each customer for whom we hold securities and determine whether you authorize us to provide your name, address and share position to the issuer of the securities you own. For your protection,the rules prohibit the requesting company from using your name and address for any purpose other than corporate communications. Please complete the authorization below by checking one of the alternatives.Note: Under the Rule, Wells Fargo is required to treat a non-response as a"YES" disclosure response. S ❑ You are authorized to release my name, address and share position ("YES" response). ❑ You are NOT authorized to release my name, address and share position ("NO" response). Employer Authorized Signature: Title: Date: S 8 SAMPLE • EXHIBIT 1 FEE SCHEDULE WELLS FARGO BANK, N.A. and Great-West Life & Annuity Insurance Company Schedule of Charges for Trustee Services This Schedule may be revised or modified at time of renewal of the Employer's Services Agreement with Great-West. Base Charge The Trustee's compensation for the services being provided under this agreement is included in the fees being received by Great-West under the Administrative Service Agreement between the Employer and Great-West. Great-West will forward such fees to Wells Fargo Bank, N.A. at no additional cost to the Employer. II • 9 SAMPLE SCHEDULE A S SCHEDULE OF TRUST ASSETS (if applicable) 1. Assets listed as follows: I • 10 A Deferred Compensation Proposal for the Town of Southold S Town of Southold \‘ 44_ SOLI HOLD 37.5 "Request for Proposal" Section 457 Deferred Compensation Plan _ • RFP Response New York State Deferred Compensation Plan July 23, 2015 I A Deferred Compensation Proposal for the Town of Southold TABLE OF CONTENTS S Submission of Proposals - Proeedures:............................................ ....... .... ....................................................... to DUE DATE FORM AND SUBSTANCE EVALUATION CRITERIA SELECTION PROCESS TERM OF CONTRACT SECTION 1 - Contractual Requirements ...... ................................................ ..................................................... SPECIFICATIONS OF THE REGULATIONS SPECIFICATIONS OF THE MODEL PLAN SECTION II- Trustee Serviees .............................................................. ................................................................. REQUESTED INFORMATION SECTION III-Administrative Service Agency/Financial Organization•................. ................ COMPANY BACKGROUND SECTION IV- Services .......................................................................... ...................................................................... .... P MARKETING AND ENROLLMENT SERVICES ADMINISTRATIVE SERVICES RECORDKEEPING SYSTEM SECTION V-Investments•......................................................................... to FUND OFFERINGS a INVESTMENT FLEX1B.[LITY SECTION VI- Conversion Services ........................................................... .......................................................... EXPERIENCE PROCESS Exhibits ................................................................................EX'HIBI'TT .4 `� INVESTMENT PERFORMANCE EXHIBIT B FEE SCHEDULE S 2 A Deferred Compensation Proposal for the Town of Southold Procedures Governing Submission of Proposals 111 The purpose of the proposed deferred compensation plan will be to provide eligible employees with a convenient way to provide for a long-term retirement program and to encourage broad-based participation of employees in the plan. We do not want to imply that any specified amount of contributions will be made, but we do want to assure that this additional benefit is recognized by all employees,that they have the opportunity to receive one-on-one counseling and voluntarily participate. The plan is intended to qualify as an "eligible deferred compensation plan" under Section 457 ("Section 457") of the Internal Revenue Code of 1986 ("Code"), as now in effect or hereinafter amended. To become an "eligible deferred compensation plan" in the State of New York, you must meet the requirements of the "Rules and Regulations" [Parts 9000 to 9006 of Subtitle II of Title 9 NYCRR ("Subtitle II")] (the "Regulations")promulgated by the New York State Deferred Compensation Board (the "Board")pursuant to the authority granted by the State Finance Law, § 5; L. 1982, ch. 547. This document constitutes a request from qualified Administrative Service Agencies and/or Financial Organizations relating to (1)trust service, (2)administration and/or(3)funding of an "eligible deferred. compensation plan". If you are "qualified"according to the Regulations to administer, maintain records and accounts of plans and/or if you have appropriate trust services and/or products available for use as funding media and are interested in making those services and/or products available, you are requested to complete this invitation for proposal. • Due Date To receive consideration, all proposals: ➢ Must submit seven(7)copies of the proposal by first-class or overnight delivery service to arrive no later than 4:30 p.m., on Thursday, July 23, 2015. Send to: Elizabeth A Neville,Town Clerk Town of Southold 53095 Route 25 PO Box 1179 Southold, NY 11971-0959 ➢ Must display the following identification on the outside lower left-hand corner: RESPONSE TO REQUEST FOR PROPOSAL DEFERRED COMPENSATION ENCLOSED • S 3 A Deferred Compensation Proposal for the Town of Southold Form and Substance Attached you will find: the "Rules and Regulations" (effective June 15, 2011),hereafter referred to as the "Regulations", and the Model Plan(amended and restated as of August 26,2011)promulgated by the Board for which you are to rely on for responding to this invitation for proposal. Failure to conform to or satisfy any requirement of these documents will result in the immediate rejection of the proposal. Must include a fully completed questionnaire, restating each statement or question in Section]. through Section VI inclusive, and by recording your response directly below each statement or question. Must respond to all questions in the "Contractual Requirements" section(Section I)and must conform to the specifications set forth in this Request for Proposal ("RFP"). If recordkeeping services are provided by a"person"(defined by Regulations) that is neither the parent nor subsidiary company of the Financial Organization,then separate and complete responses must be received by each company. A Must include a transmittal letter on the Company's official letterhead signed by an official of the Company who is authorized to commit the organization to perform the services outlined in the submitted proposal: you must indicate such commitment. The transmittal letter must contain a representation that the proposal complies with all requirements of the Regulations and the Model Plan. • It is each bidder's responsibility to assure that proposals are shipped in a timely fashion so as to be received by the designated party on or before the due date. Proposals received after the specified date will not be considered. We accept no responsibility for lost and/or late delivery of proposals. By submitting a proposal, each bidder agrees not to make any claims for or have any right to damages because of any misunderstanding or misrepresentation of specifications, because of any misinformation or lack of information or because such bidder is not selected to provide the services proposed. Submission also indicates acceptance of the conditions contained in the Request for Proposal, unless clearly and specifically noted otherwise in the response. All costs for developing proposals are entirely 117 the responsibility of the bidder. LJ S 4 A Deferred Compensation Proposal for the Town of Southold Evaluation Criteria In selecting, we will use criteria which comply with the requirements of the Regulations, including Section 9003.3(a-c)(1 through 7)of the Regulations. All qualified proposals, sought in conjunction with the requirements of Section 9003.2 of the Regulations, will be evaluated and awards made to the bidder or bidders whose bid is determined to be in the best interest of the plan participants. Selection Process Section 9001.2(b) of the Regulations, recognizes that we have appointed a committee to act on our behalf,to the extent permitted or required by the Regulations and by the Model Plan. Section 9003.3(c): before any contract or agreement entered into by the committee may become effective, the committee must submit in writing,to the President of the New York State Civil Service Commission("the President"), the name of such selected bidder(s) and a "certification" signed by the chief executive officer and chief legal officer stating that such bidder(s)has been duly selected to provide services in accordance with provisions of the Regulations. Contracts or agreements cannot be awarded before the expiration of ninety (90)days from date of our • announcement publication in the State Register and local paper. Invitations may be made for oral presentations. Any award of a contract or agreement as a result of this invitation will be made by written notification. We reserve the right to reject any or all proposals or parts thereof. We reserve the right to establish a deferred compensation plan by any of the methods prescribed by Section 9001.2(a)of the Regulations. Term of Contract Pursuant to Section 9003.5(a)of the Regulations, we expect to enter into a written contractual arrangement(s)of up to five (5)years in duration. All contracts and agreements entered into shall impose no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement. Upon the expiration or termination of any contract(s)or agreement(s),the committee shall follow procedures set forth in the Regulations in Part 9003 for awarding new contracts and entering into new agreements. S 5 A Deferred Compensation Proposal for the Town of Southold SECTION /. CONTRACTUAL REQUIREMENTS "Agree"or "Disagree"must be indicated for each of the following specifications. The following specifications can be found in either the Regulations or the Model Plan,all of which should have been enclosed as attachments. Please include reasons for any rejection or disagreement of any specification and alternative options,if applicable. There should be neither elaboration nor qualification for"agree"unless otherwise requested. Specifications of the Regulations 1. Section 9000.2(b)(4)-As a Financial Organization authorized to do business(provide investment products)in New York State,you agree that your firm is one of the following: (a)a Registered Investment Advisor,(b)a Bank or(c)an Insurance Company qualified under the laws of more than one state. Agree If you are an Insurance Company acting through a subsidiary in New York State,then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company)is qualified to do business under the laws of more than one state. Agree 2. Section 9001.2(b)-We have appointed a deferred compensation committee to act on our behalf and you agree to interface with this committee. Additionally,we may decide to be the grantor of our own trust,then you also agree to interface with the trust and trustee: all funding contracts,of whatever • nature, will be "issued to,owned and retained by the trustee". We agree to interface with your committee; the NYSDCP utilizes its own trustee. 3. Section 9001.4(a)through(d)-you agree to abide by all four(4)provisions. Agree 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. Agree 5. Section 9002.2(a)(6)- You will acknowledge in writing that you will act as a fiduciary under Section 457(g)of the Code and under State and common trust law principles with respect to all trusteeship, administrative,or investment matters for which you assume responsibility. Additionally,you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. Agree,the NYSDCP is the Fiduciary 6. Section 9003.3(a)-Your proposal shall be in writing and contain a representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees,indirect fees and charges. • Agree 6 A Deferred Compensation Proposal for the Town of Southold 7. Section 9003.5(a)-All contracts and/or agreements shall be in writing,shall be awarded on the basis of a competitive bid,and shall not exceed five(5)years in duration,and shall impose no penalties or surrender charges for the transfer of any asset(s)or responsibilities on expiration of the contract or agreement. Disagree,the NYSDCP does not require the Town to sign a contract.NYSDCP does not impose surrender charges or penalties if it decides to move back to a model plan.Town of Southold may adopt the NYSDCP by supplying a signed Board Resolution. In addition,the plan imposes no penalties or surrender charges. 8. Section 9003.5(c)-You will not permit any other Trustee,Administrative Service Agency,Financial Organization,independent consultant or person to provide services in respect to the Model Plan we have adopted. Agree,NYSDCP is the State Plan. 9. Section 9003.7-You will not permit an investment of any amount,in any annuity contract providing for a term which could exceed five(5)years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. Agree 10. Section 9004.1 -All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. Agree 11. Section 90053-Statements to participants will be provided at least quarterly,even in situations where • no contributions are being made but funds are on deposit. You also agree to provide,at least annually, an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. Agree 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. Agree 13. Section 9006.2- You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof The NYSDCP is the State plan,all rules and regulations are created by the State Deferred Compensation Board. The Model Plan rules are created by the same Board and are modeled after the State Plan. Specifications of the Model Plan 1. Section 3.2(a)-The Model Plan requires a minimum deferral amount to be$260 for any plan year. Your proposal will state this minimum requirement wherever requested. Agree 2. Section 4.1 -You acknowledge that the amounts of compensation deferred by the participants will be invested,according to the participant's investment directions,no later than two(2)business days following receipt thereof,in the appropriate investment funds. Agree 7 A Deferred Compensation Proposal for the Town of Southold Section 11. TRUSTEE SERVICES NOTE: You may s1 this section entirely if you are not a Financial Organization bidding to become Trustee. You do not need to copy any of the question& Move to next applicable Section. Section 9002.1(a)of the Regulations states that assets must be held by one or more trustees pursuant to one or more trust agreements. Such agreements must satisfy all the requirements of Section 9002.1(b). Section 9002.1(b) also indicates who may be trustee. We reserve the right to create our own trust as provided by this Section 9002.1(b)but desire to explore the alternative of a Financial Organization acting as trustee. Please respond to each of the following statements if you desire to be considered as trustee. If any statement does not apply,please indicate so by responding: "Not Applicable". Requested Information A. The name of your firm,address,name of primary contact person and telephone number. New York State Deferred Compensation Plan Room 124 Empire State Plaza PO Box 2103 Albany,NY 12220 Nationwide Retirement Solutions,Inc • Administrative Services Agency 10 W Nationwide Boulevard Columbus, OH 43215-2797 Patrick Ray,Program Director Barbara Sce',Account Executive New York State Deferred Compensation Plan New York State Deferred Compensation Plan 385 Jordan Road 385 Jordan Road Troy,NY 12180 Troy,NY 12180 1-800-422-8463 Option 4 Ext. 39919 1-800-422-8463 Option 4 Ext. 85-44388 B. Whether your firm has provided trust services to any New York State municipality for their Code Section 457(b)deferred compensation plan. List names of all such municipalities. The NYSDCP serves NY State and almost 1,600 local governmental entities in NY,including the following: Bay Shore Union Free School District Brookhaven-Comsewogue Union Free School District Commack Union Free School District Connequot Central School District East Islip School District Eastern Suffolk BOCES Half Hollow Hills Central School District Huntington Union Free School District Lindenhurst Union Free School District Middle Country Public Library Three Village Central School District Suffolk County Water Authority Town of Brookhaven Town of Islip Town of Shelter Island Town of Southampton Village of East Hampton Village of Southampton Western Suffolk BOCES Village of Westhampton Beach 8 A Deferred Compensation Proposal for the Town of Southold C. Description of trust services you would pro'ide acting as a Financial Organization rendering only trust services. Please specify all fees,expenses,charges and costs for the trustee services. Please 1111 provide disclosure of any compensation structure. NYSDCP provide all trustee and administrative services for its participating employers. There are no separate fees associated with trustee services either to the employer or participant. D. If you are selected as the Financial Organization acting as our trustee and desire to additionally respond to performing the duties of an Administrative Service Agency,as described in Sections 9000.2(b)(1)and 9002.1(b)(4)of the Regulations,please indicate your intention here. Yes, NYSDCP intends to be the trustee and administrative services agency. If you respond affirmatively,then it will be necessary for you to complete the questions in Sections III and IV addressed to the Administrative Service Agency bidder. However,in addition to stating your intention to bid,it is requested that you indicate here the effect this will have on any fees, expenses,charges and costs as distinguished from those previously stated in this Section. There are no separate fees associated with trustee services either to the employer or participant. E. The trustee will also be requested to acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section 9002.2(a)(6)and 9003.6 of the Regulations. Agree,NYSDCP is fiduciary. F. Referring to Section 9005.4 of the Regulations,describe the type of bond and its limits that you will be furnishing. Include"cost disclosure"if it is your intention for us to satisfy any part of this • obligation. Bonding is provided by the NYS Deferred Compensation Board.Participating Employers are not required to maintain additional bonding. G. Do you intend to supply us with a sample trust agreement for our consideration? If so,do you attest that this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b)of the Regulations and Section 457(g) of the Code. No,NYSDCP utilizes its own trust.The Town of Southold would not have a separate trust agreement. 7 S 9 A Deferred Compensation Proposal for the Town of Southold SECTION III. ADMINISTRATIVE SERVICE AGENCY/ FINANCIAL ORGINIZATION 11/ (Excluding Trustee) Please respond to each of the following statements if you desire to be considered as either the Administrative Service Agency and/or the Financial Organization. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Company Background A. The name of your firm,home office address,New York State address(if any),and the name (including title),address and phone number of your primary contact person whom we may contact about your proposal. Nationwide Retirement Solutions C/O NYS Deferred Compensation Plan PO BOX 182797 Columbus,OH 43218-2797 NYS Address NYS Deferred Compensation Plan 385 Jordan Rd • Troy,NY 12180 Patrick Ray, Program Directory NYS Deferred Compensation Plan 385 Jordan Rd Troy,NY 12180 518-203-9919 B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b)deferred compensation plans for state and local government employers. In New York State such plans first materialized in 1985,include your specific experience in similar plans in New York since that time. w New York State Deferred Compensation plan is the 457b plan for all New York State c Agencies as well as local municipalities who adopt the plan. The NYSDCP was first offered to participants in 1985. Since 1985, almost 1,600 local governmental entities have chosen to offer the NYSDCP. Almost 210,000 participants have over $18 billion invested in the NYSDCP. Nationwide Retirement Solutions has been the Administrative Services Agency since 2003. C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for? How many of these plans are New York plans? The NYSDCP serves almost 1,600 public employers in NY State. 10 A Deferred Compensation Proposal for the Town of Southold D. In the past three(3)years has v public employee Code Section 457(b)deferred compensation plan/program,regardless of geographic location,terminated vour(parent,subsidiary or affiliate) services either through the competitive bid process or for cause? If so,by whom and under what 111 circumstances? No. E. List ten(10)client Code Section 457(b)deferred compensation plan references for which your organization provides services and/or investment products similar to those requested in this proposal. It would be preferable if five(5)of the references could represent different size clients(based on assets) from New York State,if possible. Please include contact person name,tide,address and telephone number,number of participants and approximate size of plan assets and the number of years you have been providing services. Spreadsheet format preferred. Secretary to Town of Shelter Island Judy Meringer Supervisor 80 1/14/2011 4(conversion) Town of East Hampton Jeanne Corraza Purchasing 305 6/20/2013 2 (conversion) Town of Southampton Donna Whitely Treasurer 493 11/9/2011 4(conversion) Village of East Hampton Larry Cantwell Supervisor 80 2/23/2005 10(conversion) Town of Islip Joyce Baumgarten Payroll 1000 9/28/2012 3 (conversion) 11 Town of Riverhead Joan Mottern Payroll 300 3/12/1985 30 Town of Brookhaven Pat Cahill Payroll 725 3/29/1985 30 Village of Greenport Linda Topalian Payroll 40 2/26/1999 16 Village of North Haven Georgia Welsh Payroll 4 4/06/2010 5 Town of Smithtown MaryAnne Genzale Payroll 400 05/10/1985 30 Town of Babylon Patricia Cimieri Payroll 500 02/16/2005 30 F. What professional liability coverages are maintained by your company for errors and omissions or any other act? As record keeper and third party administrator for NYSDCP,NRS and their affiliated Broker Dealer, Nationwide Investment Services Corporation presently have fidelity bond coverage underwritten by The Fidelity and Deposit Company of Maryland with a$15 million single loss limit. NRS and their affiliated Broker Dealer,Nationwide Investment Services Corporation,maintain errors&omissions coverage underwritten by XL Specialty with a$10 million per claim limit. 1111 11 A Deferred Compensation Proposal for the Town of Southold G. Financial Organization's should provide appropriate"ratings"from the following:A.M..Best, Standard&Poor's,Moody's,and Fitch(formerly Duff&Phelps). Has your rating in any of these agencies fallen below"A-9n the last three(3)years? If yes,give complete details. If,as a Financial Organization,you have no ratings by any of these agencies,please explain. IP The financial strength of NRS'ultimate parent company,Nationwide Mutual Insurance Company (NMIC), and of Nationwide Life Insurance Co. (NLIC),as product provider,are strong,as the ratings below reflect: Rank: Rank: Rank: 5th Strongest of 21 2nd Strongest of 16 5th Strongest of 22 Received: Received: Received: 03/10/09 01/01/72 — 12/22/08 Affirmed: Affirmed: Affirmed: 09/12/13 04/2/14 05/13/14 \ I \( ,I \( I I Note:These ratings and rankings reflect Bating Agency assessment of the financial strength and claim paying ability of NMIC and of NLIC • and are subject to change at any time. They are not intended to reflect the investment experience or financial strength of any variable account, which is subject to market risk. H. Provide any additional information that would distinguish your firm. The NYSDCP was first offered to public servants in NY State in 1985. From its inception,NYSDCP has partnered with local Governmental entities to assist their employees in saving for retirement. We feel that we distinguish ourselves by offering comprehensive service, unbiased educational guidance,and high quality, low cost investment options. We feel that this combination of great service and low cost will enable your employees to better provide for their financial futures.Nationwide Retirement Solutions took over as ��t Administrative Services Agency in 2003. In that time period we have increase participation by Local I 511 Governmental Entities from 700 to almost 1,600. Participant accounts have grown from 153,000 to over 210,000.Assets of the plan have grown from just over$5 billion to over$18 billion. The growth of the plan L aIJ has allowed the NYS Deferred Compensation Board to lower participant asset based fees 4 times in the last 6 years. The NYSDCP and Nationwide look forward to an opportunity to provide you with excellent results as well. • 12 A Deferred Compensation Proposal for the Town of Southold SECTION IV. SERVICES Please respond to each of the following statements if you desire to be considered as the Administrative Service Agency. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers,if utilized. NYSDCP currently has 17 licensed account executives that provide onsite workshops and individual appointments. Each representative is fully licensed and equipped with a laptop with wireless internet capability and account access capability for each participant. Barbara See' serves as the Account Executive for Suffolk County.Ms. Sce' along with Program Director Patrick Ray will work to service all participant accounts from new enrollees to seasoned investors. Current and future participants will have the chance to meet with an account executive on an ongoing basis through one on one meetings as well as group workshops. One-on-One, In-Person Meetings Ms. Sce'y will schedule meetings at routinely scheduled times at various locations throughout the Town Departments,to assist employees with: • Enrolling in the plan • Reviewing accounts • • Creating retirement savings strategies • Assisting with payout options Individual Consultations To maximize the impact of our education efforts,we strongly encourage all participants to meet at least once per year with Ms. Sce'. During these meetings,Ms. Sce' is available to provide a one-on-one consultation tailored to your employees. Ms. Sce' is equipped with a laptop computer,wireless internet and printer to help assist participants where and when it is convenient for them. Laptop software capabilities provide access to information, assistance,transaction capability and account documentation to employees. Group Workshops In addition to the individual consultations, Ms. Sce' can offer a series of educational workshops designed to provide interactive learning. Developed through years of research on adult learning techniques,NRS has collaborated with NYSDCP to develop workshops that cover one or two points per 12-15 minute session. The Town with NYSDCP assistance may choose from a list of topics to offer, and can tailor the message to fit a specific departments audience and available presentation time. M 13 A Deferred Compensation Proposal for the Town of Southold Workshop topics fall into three general categories: ENROLLING—Explaining the importance of saving for retirement,explaining the potential tax benefits and financial sense of participating in deferred compensation, explaining the ease of enrolling in your plan. Sample workshop topics: • Enrolling in the plan • Competing an Enrollment Form • Investment Option Basics SAVING—Encouraging continued investing and regular account reviews,explaining plan tools and resources,and sharing account management strategies that can help I INVEST IN YOUR FUTURE increase participant asset growth through their working years. Sample workshop topics: with the New York State Deferred Compensation Plan • How to Use Asset Allocation • How to Manage Your Investment Risk -^^f • How to Find Extra Dollars in Your Budget TRANSITIONING—Helping late-in-career participants transition into retirement, identifying retirement-income resources, and developing a holistic income plan designed to carry participants through retirement. Approaching retirement presentation package topics include: • Asset Allocation 102 • Retirement Goals How Do You Use It? • Distributions Options • Catch-up m».»xsw amen. 1rtt,boofIRA411)MAN 11YniCw.mr,lb ry 2. Briefly describe the types of marketing/promotional materials to be utilized. How will you work to develop a marketing program unique to our needs? COUNTDOWN TORETIREMEN /Wasps roadmit,*yr Anal Yen caw* NYSDCP utilizes branded print and email/marketing new York stagyr, promotional materials.Each item may be customized to onPla d specify employer specific locations,meeting descriptions and 4N..,.,,:,,,.,., MLHMWYgpW I times. . , n- 14 A Deferred Compensation Proposal for the Town of Southold I 10 DiNew York Sate Oalarrod GonlparnMlon Pion -��( A MOO"Aar POO* BECAUSE I• YOU WANT TO •i- �, 7 - SPOIL= YOUR GRANDKIDS SOMEDAY NOT HAVE TO Learn more about bui}ding your future: Town of Semibold Lunch a Liam Thuaday.Aupwt 20.12-1 Pin Low yanaral kllo about Onenod comp Yarbara Sc.'-wabOnanonvaancora a www.irioc.cor I I 410 .'' ' '''''''1:''.:':1-2 ta i'4 ri'''''e, , ' : ,, , , 11,,A1 I ,ftr ia:EI -- , ,-).{17'-117:: I, W`'d ;.ti:` s.....,,,, 1 ' jirikreview year Willis Saooior Mleannst Week 1d pm Coahluaafoam CanEaA Y l$ma Saab rrprftrte al.mklnaYamioido..s>m« I aoa422 SMI.re as 4470 k,--",........ 0 , ...........__ ____ r 15 A Deferred Compensation Proposal for the Town of Southold 3. Do you provide communications to participants on a regular basis,if so,please describe? NYSDCP will provide each participant with a quarterly statement and newsletter. Along with frequent website updates. 4. Will these services and materials be prepared and distributed at your cost? Yes 5. What educational materials will be provided to the Plan to maintain compliance? The NYSDCP Board has compliance responsibility 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location. How often are these type sessions proposed? Indicate the use and capabilities of laptop computers,if used. NYSDCP is staffed by 17 Account Executives who are spread out across the State in their geographic territories. Suffolk County is staffed by Account Executive Barbara Sce'. Barbara has been with the plan since 2008. During a transition from another 457b provider,the account executive team works together to schedule enrollment presentations at all building locations at multiple shifts as needed to ensure every employee is given a chance to hear about the new plan and its benefits for participants. Account Executives are equipped with laptops, internet access and PowerPoint projectors for this purpose. During almost all transitions,employer participation rates are generally increased. Ongoing employer visits are scheduled at multiple locations and shifts as needed to ensure participants and non enrolled employees are aware of the plan and its benefits. This would most likely be quarterly depending on the location's needs. Account Executives are equipped with wireless internet access to access participant accounts. 7. Please describe,in detail,your one-on-one counseling sessions.Your response should emphasize how you plan to satisfy "the individual one-on-one on demand availability"of your enrollment • specialist especially at times and locations convenient to our employees. One on One Counseling sessions are generally 30 minute appointments to help participants enroll or complete an account review. These visits are preferably preplanned with the employer so notices can be distributed to all employees of their ability to meet with us.NYSDCP utilizes a print service for print on demand notices which can also be utilized as a pdf copy to be emailed to staff Schedules are made based on need and the availability of meeting spaces and employees. This includes all shifts. 8. What educational services are provided for retirees? Retirees may utilize all services and guidance which is provided to active employees. In addition, online planning tools are available to assist planning.Account Executives are available for phone consultations for , retired and active employees. This is particularly important for retirees who have left the area. 9. Describe your approach to asset allocation and diversification. NYSDCP utilizes the Ibbotson Asset Allocation Guide and Morningstar Retirement Manager to provide investment guidance. We also offer 10 T Rowe Price Retirement Date Funds as an alternative for participants.The NYSDCP provides investment choices in every major investment category and provides participants an additional choice of actively and passively managed investment options. 10. How do you follow-up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date? Your comments on the one-on-one availability of your enrollment specialists for this function are important. • 16 A Deferred Compensation Proposal for the Town of Southold NYSDCP Account Executives are available to speak at new employee orientation meetings and to provide enrollment materials for employers to give to new employees. Participants may call for one on one assistance at any time. Account Executives attempt to schedule one on one appointments in groups and 1111 announce these visits to all employees, primarily so all employees know they have the option of assistance. When that is not possible, individual one on one sessions are scheduled as needed. 11. Briefly describe your continuing education program,if any. NYSDCP and NRS are deeply committed to helping New York's public employees prepare for and live in retirement. That's why we feel so strongly about providing retirement education that underscores the importance of saving for tomorrow,now. It's also why our approach to education makes the most of every touch point,whether in-person,print,phone or web. Each type of education we provide is designed to stand on its own, or be integrated with others. Ongoing Communication and Education Programs Since 2003 NRS has partnered with NYSDCP to provide communication and education programs to New York's public sector employees. The NYSDCP programs have evolved into a targeted,detailed educational curriculum designed to benefit all plan participants regardless of their age, financial situation, or stage of life. This evolution is the result of extensive research. In late 2007 and into 2008,NRS conducted an evaluative primary research study with over 4,000 current participants and non-participants throughout the United States to identify groups of individuals by aspirations,demographics, income, education and other unique identifiers. The data from this study helped us define specific groups of employees known as segments. By understanding how each segment approaches financial decisions, we can get the right message to the right group and deliver more effective communication. This segmentation marketing overcomes traditional approaches that tend to occupy the middle ground between viewing all people as the same and viewing them as unique individuals. Segmentation goes • beyond demographic data: It uncovers employee attitudes, beliefs and behaviors/use around products and services.NRS' goal was to better understand employees' attitudes and beliefs regarding retirement plans, saving for retirement and other financial concerns. In consultations with the NYSDCP WE'VE CREATED SOLUTIONSTO FIT DFFEMIT NEEDS Board,NRS continues to leverage its broad segmentation research findings in participant educational materials for New York public Our messages are consistent employees. Segmentation findings In-Person Print corelidandanddesimed have been and will continue to be er driv"'-specific actioti P�CuO�participants incorporated into NRS'marketing to + t We mach your participants in " that work for them campaigns for the County creating varying messages that resonate with " specific segments of your Wet, Phone •individual consultation •Group ps employees, increasing the likelihood Educational ma materials that they will take action. lingeted mailings •Phone conversations Please refer to the Participant •*fib toots and content Communications exhibit to view a • sample Enrollment booklet. 12.Do you attest that these Enrollment One particfisent Another perficOant Services are provided only by a may vie mufti* moit so ovintaing properly licensed representative: toms Of inverson she needierp 111 licensed to meet both Federal and c` v one plat New York State requirements? Yes. 17 A Deferred Compensation Proposal for the Town of Southold Administrative Services A. Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? Yes,we have a NYSDCP dedicated Plan Sponsor line. The representatives are in our Participant Help Line facility in Troy,NY. 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? The NYSDCP is the State Plan. Future revisions are handled by the NYS Deferred Compensation Board on the Town of Southold's behalf. 3. Does your company provide loans to participants? Yes. 4. Do you offer a loan feature? If yes,please describe. Plan participants are able to borrow up to half of their account balance,up to a maximum of$50,000. Interest is Prime rate+ 1%(Currently 4.25%)and is credited to the participants account balance along with principal. Terms are 1-5 years for General Purpose loans, and as many as 15 years for a Primary residence loan. Loan payments are may be either mailed in on a monthly basis,or taken as a direct ACH draft from a checking or savings account,which is preferred. 5. Will your company withhold,remit and report income taxes deducted from distributions? Does • this service include the production and distribution all income tax reports to all the necessary parties as required by federal and state laws? Yes,all tax documents are provided. 6. Specify all reports which will be issued to us,our participants and governmental agencies. Employers receive the following reports: Payroll Invoices-Detailing the amount each employee is deferring Employer Statements-These are sent upon request Excess Deferral Reports-These are sent quarterly and show employees that have the potential for deferring more than the allowed annual amount. w ct7 Participating employees will receive the following: Quarterly statements-statements are issued 15 business days after the last day of the quarter. All statements are mailed prior to the 15th day. Confirmation Letters - If the participant completes a financial transaction or updates his/her demographic information, a confirmation letter is sent on the following business day. 7. The Committee anticipates plan expenses related to the administration of the Plan. Would you be willing to reimburse the Committee for these expenses and if so,to what level? The participating employers do not incur plan expenses with NYSDCP. Plan audits and compliance are funded by NYSDCP. 18 A Deferred Compensation Proposal for the Town of Southold B. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as"Voice Response Systems"or automated options. Include security features and voice options,if applicable. Interactive voice response system is available to assist participants in obtaining; account balances, fund balances, fund share prices,current deferral amount and the Stable Income Fund interest rate. In addition,the following transactions are permitted; fund exchanges,end result total account reallocations, deferral amount changes and PIN(personal identification number)changes. Participants may also request fund prospectuses,transfer to a HELPLINE Representative or transfer to an Account Executive voice mailbox. 2. Can your customer service representatives assist non-English speaking participants? NYSDCP offers Spanish speaking representatives and TTY services through the helpline. 3. Describe your internet strategy. What features are currently available on your website? What services are you developing for the near future? What security safeguards are used? www.nysdcp.com Website was recently upgraded to include 5 easy to understand specific areas of interest. About NYSDCP,Enroll,Learning Center, Support and Forms,and Plan Guidelines. Participants can access their password protected account 24/7 as well as our interactive retirement planner and multiple retirement calculators. Enhanced website access for tablet and smartphone users was also rolled out during recent upgrade. The Website is frequently updated based upon recommendations from NYS Deferred Compensation Board and staff, Participating Employers and • participant input in addition to Nationwide Financial objectives. 4. Please describe the settlement options available to each participant at retirement,voluntary termination and death. Please state your compliance to reflect the Board's continued prohibition on annuity distribution options(Section 9003.7 of the Regulations). The State Plan provides Lump Sum, Partial Lump Sum and Periodic Payment distribution options. Periodic payments include annual, semi-annual, quarterly and monthly options of either a fixed dollar amount or over a fixed time period. The Plan does not provide annuity distributions per Board Governance. 5. In the event you are asked to administer our plan along side another provider(s),please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers.Describe in detail the forms,signatures and overall process that you require. NYSDCP may not be administered with another 457b plan. 19 A Deferred Compensation Proposal for the Town of Southold Reca►rd a ►in S stem 1. Specify the basic recordkeeping system to be provided for our plan,with particular reference to II -= the ability to receive,disburse,control and audit deductions,and to ensure timeliness,accuracy and confidentially of records and describe the software used. The record keeping system is a proprietary system that was built for Nationwide to work with Deferred - Compensation Plans. The system processes allinformation on a daily basis. Each year,the system is audited by an external auditor to ensure the timely processing and accurate information 2. Briefly describe data processing operations,including the media by which your company can receive payroll deduction information,and its security provisions. Include a statement about your disaster recovery plan and its site location. Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b)of the Regulations. Employers may select to use Tumbleweed, a system to submit payroll information by a secured website. In addition, information for the payrolls can be faxed or mailed. We are able to accept checks, ACH, or wires. Disaster recovery is kept on a secured data server. We have multiple back-up for information. 3. Indicate all interfacing: payroll deduction inputs,required certifications and any other transactions,specifying all direct and indirect costs. Specify how payroll deduction = information is to be supplied. Indicate ability to interface with internal data processing systems. NYSDCP does not require its participating employers to use any particular system and there are no • - direct or indirect costs charged by NYSDCP. Payroll deduction information is supplied to the employer through the mail. It] ___ ii - 20 A Deferred Compensation Proposal for the Town of Southold SECTION V. INVESTMENTS Please respond to each of the following statements if you desire to be considered as the Financial Organization. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Fund Offerings Information should be for the most recent calendar quarter completed 1. Describe fully the various attributes of each investment option your company has to offer. For each option include an Investment Options Summary sheet which includes the funds objective,portfolio statistics,asset allocation,top 10 holdings,and industry diversification. Please see attached Guide to Investment Options and Morningstar Reports 2. Describe fully your"fixed"investment option.Include a one-page summary including applicable rates for the current calendar year,asset composition,and rating methodology. Please see attached Stable Income Fund Profile 3. Does your company offer a self-directed brokerage window as a potential option? Please fully describe the services and fees associated with the administration of the brokerage accounts. . The Charles Schwab Personal Choice Account (PCRA) is our mutual fund window. The PCRA is available for participants to include over 3,200 additional mutual funds or exchange traded funds outside of the Tier I and Tier II core investment options. Participants who establish a PCRA are assessed a one time $15 set up fee and are assessed a$15 yearly account fee. See attached Guide to Investment Options for more information. 4. Illustrate in spreadsheet format provided,(see Exhibit A)the "variable"values for each equity type investment. Please give annualized returns for'year-to-date','one year',`three year', 'five year' `ten year' and `since inception'values. 5. Illustrate in spreadsheet format provided,(see Exhibit B) all charges including loading costs, policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees,redemption fees,commission,termination/withdrawal of contract fees, etc.,etc. Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions, termination/withdrawal of contract provisions,any other restrictions or penalties,etc.,etc. Include any information on"unrestricted"and/or"free"transfers or plan transfer limitations. Please refer to page 12 of the Guide to Investment Options 2. Identify any other charges or limitations not described in the previous responses. 21 A Deferred Compensation Proposal for the Town of Southold SECTION YI. CONVERSION SERVICES A Deferred Compensation Proposal for the Town of Southold 8 Weeks -NYSDCP conducts visits and enrolls participants -NYSDCP contacts Finance Department to discuss submission and payroll reporting. Identify participants in payout,having loans, catch up 6 weeks -If warranted, send out second communication to participants encouraging immediate enrollment 4 weeks Validate payroll processing, conversion effective dates with relinquishing provider 2. What on-site support will be provided during the transition? Who will provide this service? Would the key individuals be willing to meet with the Plan? NYSDCP representatives are ready and willing to meet to discuss our plan and a possible transition. On-site support will be led by Barbara Sce',Account Executive& Suffolk County Representative and Patrick Ray, Program Director for NYSDCP.Additional Account Executives will be brought in to complete participant education and enrollment. 3. What impact,if any,would there be on our plan if you were to be appointed the sole administrator? For example,would fees be reduced,would we qualify for additional services, etc.,etc. NYSDCP is a sole provider plan. 4. Please provide references for three plans you recently transitioned. If possible,please provide those located within New York. • Melissa Moulthrop, Personnel Director, Washington County, 746-2250 Robert O'Toole, Town Attorney/HR Director,Town of Wheatfield, 716-504-0494 Brooke Jobin,Benefits Manager,Tompkins County, 607-274-5528 i 23 A Deferred Compensation Proposal for the Town of Southold Exhibit A Fund Offerings-Section V,question 3 Illustrate in spreadsheet format provided,the"variable"values for each equity type investment. Please give annualized returns for'year-to-date','one year',`three year','five year' and `since inception'values. Fund uerformance should be net of all administrative charges,fund level expenses,and other fees or charges assessed. Investment Performance--As of 3/31/15 Investment Morningstar 3 Mo. YT 1 3 5 Since Inception Choices Category D Year Year Year Inception Date Stable Income .46% 1.79 1.93 2.2 4.86 12/1/92 Fund Fed Total Ret Immediate 1.35 4.25 1.98 3.37 5.37 10/1/95 Govt Government _ Vanguard Total Immediate- 1.65 5.64 3.07 4.40 5.70 9/1/95 Bond Term Bond Pax World Aggressive .79 7.81 9.15 8.70 8.55 8/1/71 Balanced Allocation Vanguard Moderate .86 8.27 11.61 10.72 7.62 5/1/1 Wellington Allocation TRP Retire 2010 Target Date 1.75 5.05 7.60 7.94 8.16 9/2/2 • 2000-2010 TRP Retire 2015 Target Date 2.07 5.86 8.88 8.94 6.75 2/4/4 2011-2015 TRP Retire 2020 Target Date 2.51 6.56 10.03 9.80 9.23 9/2/2 2016-2020 TRP Retire 2025 Target 2021- 2.86 7.20 11.05 10.50 7.38 2/4/4 2025 TRP Retire 2030 Target Date 3.08 7.70 11.88 11.10 9.96 9/2/2 2026-2030 TRP Retire 2035 Target Date 3.36 8.11 12.49 11.51 7.69 2/4/4 2031-2035 _ TRP Retire 2040 Target date 3.47 8.34 12.87 11.75 10.16 9/2/2 2036-2040 TRP Retire 2045 Target Date 3.50 8.40 12..87 11.75 7.92 - 5/5/5 2041-2045 TRP Retire 2050 Target Date 3.43 8.34 12.86 11.74 6.34 12/6/6 2046-2050 TRP Retire 2055 Target Date 3.46 8.34 12.85 11.77 6.33 12/6/6 2051+ Davis NY Large Blend 1.98 6.55 13.89 11.11 11.83 2/1/69 Venture Hartford Capital Large Blend 3.62 9.61 16.38 12.39 13.51 5/1/84 App Vang Inst Index Large Blend .95 12.73 16.11 14.46 6.73 7/1/97 • Plus 24 A Deferred Compensation Proposal for the Town of Southold Fidelity OTC Large 4.83 18.43 19.32 17.62 13.58 12/31/84 Growth Principal Lg Cap Large 3.98 15.42 15.48 13.88 3.12 3/1/1 Growth Growth all Vanguard Large 2.27 15.68 21.11 16.01 10.04 11/12/1 Primecap Growth T Rowe Price Large Value -1.03 4.71 13.31 11.67 11.05 10/1/85 Equity Income Vanguard MidCap Mid-Cap 4.30 14.91 17.96 N/A 15.65 12/1/10 Index Blend Vanguard Capital Large 4.25 17.76 23.49 15.79 10.93 11/1/1 Opportunity Growth Admiral Perkins Midcap Mid-Cap .15 7.03 11.52 10.08 12.17 8/1/98 Value n class Value Vanguard Small Small Blend 4.81 9.85 17.61 N/A 14.76 12/1/10 Cap Index WF Advantage Small Blend -2.75 -6.95 7.64 7.03 11.75 12/1/97 Small Cap Value Columbia Acorn Small 5.12 8.22 13.90 13.54 10.96 9/1/96 USA Growth Federated Clover Small Value 1.36 4.66 13.93 12.12 11.45 2/1/96 Small Cap Value International 4.77 1.01 9.02 4.91 -.79 6/7/7 Equity-Active International 4.99 -1.01 8.88 5.93 .05 6/7/7 Equity-Index • MSIF Emerging Diversified 3.16 -.93 1.32 2.27 8.16 9/1/92 Markets Portfolio Emerging Mkts 25 A Deferred Compensation Proposal for the Town of Southold ` Exhibit 13 0 Fund Offerings- Section V,question 4 Illustrate in spreadsheet format provided,al/charges,including loading costs,policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. Fee Schedule Carrier Fees Mutual Fund Level Charges _ Fund/Account Name Admin.Fee Invst. Other 12b-1 Total - Mort&Exp Mgt. Fees Fees Fees Fee Stable Income Fund .04 .35 0 0 _ .39 , Fed Total Ret Govt .04 .49 _ -.05 0 .48 Vanguard Total Bond .04 .05 0 0 _ .09 Pax World Balanced .04 .69 r -.10 0 .63 Vanguard Wellington .04 .18 1 0 0 _ .22 TRP Retire 2010 .04 .60 -.15 0 .49 TRP Retire 2015 .04 .65 -.15 0 .54 TRP Retire 2020 .04 .69 _ -.15 0 _ .58 TRP Retire 2025 .04 .72 -.15 0 _ .61 TRP Retire 2030 .04 .75 -.15 0 _ .64 TRP Retire 2035 .04 .77 -.15 0 .66 • TRP Retire 2040 .04 .78 -.15 0 .67 TRP Retire 2045 .04 .78 -.15 0 .67 TRP Retire 2050 .04 .78 -.15 0 .67 TRP Retire 2055 .04 .78 -.15 0 .67 Davis NY Venture .04 .88 -.35 0 .57 Hartford Capital App .04 .67 -.1 0 _ .61 Vang Inst Index Plus .04 .02 0 0 .06 Fidelity OTC .04 .76 -.25 0 _ .55 Principal Lg Cap Growth .04 .64 -.10 0 .58 Vanguard Primecap .04 .36 i 0 0 .40 T Rowe Price Equity Income .04 .67 -.10 0 .61 i Vanguard MidCap Index .04 .06 0 0 _ .10 i$ .. co Vanguard Capital Opportunity .04 Admiral 41 0 0 .45 Perkins Midcap Value n class .04 .52 0 0 .56 Vanguard Small Cap Index .04 .06_ 0 0 .10 - WF Advantage Small Cap Value .04 .92 -.10 0 .86 Columbia Acorn USA .04 1.07 -.25 0 .86 Federated Clover Small Cap Value .04 1.19 -.10 0 1.13 International Equity-Active .04 .60_ 0 0 .64 International Equity-Index .04 .20 0 0 .24 MSIF Emerging Markets Portfolio .04 1.51 -.10 0 1.45 II 26 A Deferred Compensation Proposal for the Town of Southold Participants are charged an administrative fee of$20 per year. $10 in April and $10 in October. 1111 The "Administrative Fee" in the above chart is an asset based fee of.04%. This fee is also levied in two installments. .02% in April and .02% in October. This fee is waived if participants have a balance under$20,000. This fee is not assessed on account balances over$200,000. The "Other Fees" above are the NYS Deferred Compensation Administrative Reimbursements. These fees are negotiated discounts with the fund companies. The reimbursements are refunded throughout the year and reinvested into additional mutual fund shares. • S 27 S 72, I New York State Deferred Compensation Plan II-It T A Plan for Your Future How Did Your Plan Account Funds Perform? Performance as of March 31, 2015 Returns are net of all fees charged by the fund and represent change in net asset value Performance data represents past performance and is no guarantee of future results. with capital gains and dividends reinvested.The Plan charges an administrative fee in Investment return and principal value will fluctuate and,therefore,you may have a April and October of each Plan year.Plan charges directly reduce your account value. gain or loss when you sell your shares.Current performance may be lower or higher The appropriate market index for each fund or category of funds is provided for than the data quoted.For performance current to the most recent month-end, comparison purposes only.They are unmanaged,and no fees or expenses have been visit www.nysdcp.com.Before investing,you should carefully consider the fund's reflected.Individuals cannot invest directly in an index. investment objectives,risks,charges,and expenses.This and other information is contained in the fund prospectus,which is available by calling 1-800-422-8463. Read it carefully before you invest. III Total Return Average Annual Return Gross Net Ticker Since Inception Expense Gross Cost Reim- OptionNAV Cost Per Symbol 1st Otr 1 Yr 3 Yrs 5 Yrs 10 Yrs Inception Date Ratio Per$1000 bursement' $1000 The Stable Income Fund 0.46% 1.79% 1.93% 2.20% 3.11% 4.86% 12/1/92 0.35% $3.50 0.00% $3.50 5-Year Constant Maturity Treasury Index 0.33% 1.40% 1.64% rim 2.97% IIIIIIIIIIIIIIIIIIIIIMIIIIIIIIIIIIIIIIMIIII Federated Total Return Gov't Bond Fund-Inst'I FTRGX $11.24 1.35% 4.25% 1.98% 3.37% 4.39% 5.37% 10/1/95 0.49% $4.90 0.05% $4.40 Barclays U.S.Government/Credit Index 1.60% 5.22% 232% 3.80% 4.50% N/A Vngd Total Bond Mkt Index Fund VBMPX $10.98 1.65% 5.64% 3.07% 4.40% 4.95% 5.70% 9/1/95 0.05% $0.50 0.00°r $0.50 Inst'I Plus Shares" Barclays Capital U.S.Aggregate Bond Index 1.61% 5.72% 3.10% MI 4.93% N/A Pax World Balanced Fund(Institutional) PAXIX $24.16 0.79% 7.81% 9.15% 8.70% 5.58% 8.55% 8/1/71 0.69% $6.90 0.10% $5.90 Vanguard Wellington Fund-Admiral Shares VWENX $67.78 0.86% 8.27% 11.61% 10.72% 8.22% 7.62% 5/1/01 0.18% $1.80 0.00% $1.80 60%S&P 500 Index/40%Barclays Capital U.S.Aggregate Bond Index 1.30% 10.00% 10.88% 10.60% 7.06% N/A T.Rowe Price Retirement-2010 TRRAX $18.04 1.75% 5.05% 7.60% 7.94% 6.38% 8.16% 9/2/02 0.60% $6.00 0.15% $4.50 T.Rowe Price Retirement-2015 TRRGX $14.77 2.07% 5.86% 8.88% 8.94% 6.81% 6.75% 2/4/04 0.65% $6.50 0.15% $5.00 111 T.Rowe Price Retirement-2020 TRRBX $21.23 2.51% 6.56% 10.03% 9.80% 7.12% 9.23% 9/2/02 0.69% $6.90 0.15% $5.40 T.Rowe Price Retirement-2025 TRRHX $16.16 2.86% 7.20% 11.05% 10.50% 7.38% 7.35% 2/4/04 0.72% $7.20 0.15% $5.70 T.Rowe Price Retirement-2030 TRRCX $23.73 3.08% 7.70% 11.88% 11.10% 7.65% 9.96% 9/2/02 0.75% $7.50 0.15% $6.00 T.Rowe Price Retirement-2035 TRRJX $17.22 3.36% 8.11% 12.49% 11.51% 7.74% 7.69% 2/4/04 0.77% $7.70 0.15% $6.2C T.Rowe Price Retirement-2040 TRRDX $24.75 3.47% 8.34% 12.87% 1175% 7.87% 10.16% 9/2/02 0.78% $7.80 0.15% $6.30 T.Rowe Price Retirement-2045 TRRKX $16.56 3.50% 8.40% 12.87% 11.75% N/A 7.92% 5/5/05 0.78% $7.80 0.15% $6.31) m _ Total Return Average Annual Return Gross Net Ticker Since Inception Gross Cost Reim- Cost Per Option NAV Inception Date Expense Per$1000 bursement6 Symbol 1st Otr 1 Yr 3 Yrs 5 Yrs 10 Yrs Ratio $1000M.-- 9 Fidelity OTC Portfolio FOCPX $83.40 4.83% 18.43% 19.32% 11.62% 12.84% 13.58% 12/31/84 0.76% $7.60 0.25% $5.10 =- ______ Principal large Cap Growth Fund-Inst'I Shares PGLIX $11.24 3.98% 15.42% 15.48% 13.88% 8.60% 3.12% 3/1/01 0.64% $6.40 0.10% $5.40 Vanguard PRIMECAP Fund-Admiral Shares VPMAX $108.97 2.27% 15.68% 21.11% 16.01% 10.90% 10.04% 11/12/01 0.36% $3.60 0.00% $3.60 ��- Russell 1000 Growth Index 3.84% 16.09% 16.34% 15.63% 9.36% N/A T.Rowe Price Equity Income Fund PRFDX $32.35 -1.03% 4.71% 13.31% 11.67% 6.78% 11.05% 10/1/85 0.67% $6.70 0.10% $5.70 - Russell 1000:Value Index -0.72% 9.33% 16.44% 13.75% 7.21% N/A Vanguard Mid Cap Index Fund-Inst'I Plus Shares" VMCPX $173.77 4.30% 14.91% 17.96% N/A N/A 15.65% 12/01/10 0.06% $0.60 0.00% $0.60 Russell Midcap Index 3.95% 13.68% 18.10% 16.16% 10.02% N/A Vanguard Capital Opportunity Fund-Adm Shares VHCAX $126.92 4.25% 17.76% 23.49% 15.79% 11.35% 10.93% 11/1/01 0.41% $4.10 0.00% $4.10 RusseflMidcapfrowthIndex 538% 1556% 17.41% 111.43% 10,19% N/A Perkins Mid Cap Value Fund-N Class(Janus)** JDPNX $19.98 0.15% 7.03% 11.52% 10.08% 8.23% 12.17% 8/1/98 0.52% $520 0.00% $5.20 Russell Midcap Valuelndex 2.42% 11.70% 18„60% 15.84% 9.61% N/A - i Vanguard Small Cap Index Fund-Inst'IPlus Shares VSCPX $168.95 4.81% 9.85% 17.61% N/A N/A 14.76% 12/1/10 0.06% $0.60 0.00% $0.60 - WF Advantage Small Cap Value Fd-Inst'I Class* WFSVX $28.29 -2.75% -6.95% 7.64% 7.03% 7.20% 11.75% 12/1/97 0.92% $9.20 0.10% $8.20 Russell20001ndex 4.32% 8.21% 16.27% 14:57% 8.82% N/A Columbia Acorn USA Fund-Class Z AUSAX $32.62 5.12% 8.22% 13.90% 13 54% 8.16% 10.96% 9/1/96 1.07% $10.70 0.25% $8.20 Russell 2000 Growth Index 6.63% 12.06% 17.74% 1658% 10.02% N/A Federated Clover Small Value Fund-Inst'I Shares" VSFIX $25.25 1.36% 4.66% 13.93% 12.12% 8.47% 11.45% 2/1/96 1.19% $11.90 0.10% $10.90 • Russell 2000 Value Index 1.98% 4.43% 14.79% 12.54% 733% N/A r International Equity Fund-Active Portfolio $9.40 4.77% 1.01% 9.02% 491% N/A -0.79% 6/7/07 0.60% $6.00 0.00% $6.00 - i International Equity Fund-Index Portfolio $10.04 4.99% -1.01% 8.88% 5.93% N/A 0.05% 6/7/07 020% $2.00 0.00% $2.00 Morgan Stanley EAFE Inx 4.88% 492% 9.02% 6.16% 4.95% N/A M MSIF Emerging Markets Portfolio-Inst'I Shares MGEMX $22.83 3.16% -0.93% 1.32% 2.27% 8.07% 8.16% 9/1/92 1.51% $15.10 0.10% $14.10 Morgan StanleyEMFlndex 2.24% 0.44% 0.31% 1.75% 8.48% N/A c - 'The annualized net blended interest rate for the Stable Income Fund for the quarter January 1,2015, *Historical returns previous to 07/31/2007,excluding the"Since Inception"figure,are for the Investor / cu3 7 through March 31,2015,was approximately 1.90%.The Board anticipates(but does not guarantee) shares.The inception date for Investor shares is 12/31/1991. r0 i that the annualized blended interest rate for the Stable Income Fund will not be less than 1.93%, 4licfnriral rotnrnc nrouinuc to 07/oS/7nln ovrLuiinn thn"Cinre Inronfinn"finuro oro fnr+hn ( ®3. - laeq uo panus uo) •paalue/en6 aq louuem ssaualaldwo7 pue A7e/n»e elep'sa7mos algella/wail paiagie6 gbnogllV _ M-- V/N 56108 %Ltr'til : %1291 . %6L'Zt %56'O xaPul 005 d'8S _M 07 0$ %00'0 OZ•0$ %Z0'0 L6/l/L %2L9 %70'8 %9h•hI %If9l %EL'Za %560 58'881$ XIIIA saiegs snid-puns xapui C1suI p/enOunA 111 =_ 0[5$ %0I0 019$ %19'0 78/115 %lS'fl %17Z6 %6f'Zl %8f•91 %196 %Z9'2 6995$ X)VIH ssel)VI-S1H uogepaiddV'elide)p/ollieH 02'5$ %Sf'0 089$ %88'0 69/1/Z %C8'l1. %ZV'9 %lull %68•UI %SS9 %861 LS'12$ X1AAN V puns amluaA IJOA MaN liven 029$ %SFO 08'1$ %81'0 90/9/71 %6C9 V/N %Lill %S87I %71'8 %96'6 LL'fl$ XN881 5507-1uawanla8 anJd mod•1 0295 %S[0 08'1$ %8L'0 90/9/11 %71.9 V/N %71'll %9871 %71'8 %W2 1811$ XW881 0507-luawanla8 a)ud aM09'1 New York Stale Deferred Compensation Plan II .1 Pfnn for Your t ratan New York Deferred Compensation Plan -Stable Income Fund As of 03/31/2015 KEY STATISTICS Total Assets: The Stable Income Fund(the"Fund")is a conservative investment option that seeks to provide a stable rate of return, $6,334,358,080 preservation of principal and liquidity.The Fund is a type of investment option commonly referred to as a"stable value fund."Stable value funds typically hold a variety of principal preservation investments.The retums for the various Spot old investments that make up the stable value portfolio are blended together to provide participants with an aggregate return. 1.96% INVESTMENT C€ Duration(years): _. __ _... _._,.�_n-_. __��_.,.. ,.,, _ � . 3.25 3.11 2.97 Market-to-Book Ratio: 3.0 102.87% 2.20 z.17 Avg.Credit Quality i 2.0 1,79 1.93 ---- - (S&P/Moody's): W 1.40 1.64 ti AA/Aa1 P. 12 1.0 ---- ---- ___- 0.46 0.33 Overall Risk Level: Conservative 1 3 Month 1 Year 3 Year Annualized 5 Year Annualized 10 Year Annualized 2 ■ Stable Income Fund(Net) ® 5 Year US Treasury(Rolling CMT) Moderate 3 Investment returns,as provided by the Fund's trustee and/or recordkeeper,include the reinvestment of all income and are presented net of investment management and certain other fees.Other fees and expenses may apply.Please see"Additional Information"on the next page.Past performance is no guarantee 4 of future results.The 5-Year Rolling CMT represents the average monthly yield for the most current 5-Year Notes over the trailing 60 months. The 5-Year Rolling CMT return is calculated by averaging the monthly spot yields on the 5-Year Constant Maturity Treasury for the preceding 60 months. Aggressive 5 STABLE VALUE SECTOR ALLOCATION r S&P/Moody's Stable Value Sector Definitions Asset Rating Percent A Few Words About Risk Cash/Cash Equivalents 2�,� Cash/Cash Equivalents:A percentage is held in a short-term investment fund to handle the daily cash As with all investments,the BlackRock-New York State AAA/Aaa 2.0% flow needs of the Fund. Fund involves risks Separate Account 59.0% Separate Account:An insurance company account • including inflation risk and Babson Core-NYS AA-/Aa3 20.7% whose assets are segregated from the insurer's credit risk.Inflation risk is MacKay Shields Short(NYLife)-NYS AA/Aa2 12.1% general account assets,and thus insulated from claims the possibility that dollars MacKay Shields Short II(NY Life)-NYS M-/Aa2 9.0% of the insurer's general creditors. invested in the Fund will Wrapped Fixed Income:Investments that have fixed not maintain the same Voya 1-3 G/C-NYS AA/Aa2 5.4% income securities paired with benefit-responsive wrap purchasing power in the Voya Intermediate-NYS AA/Aa1 11.8% contracts.The Fund may hold these investments either future.Credit risk is the Wrapped Fixed Income 39.0% directly or indirectly through ownership in fixed income possibility that a bond Earnest Partners Short-NYS AAA/Aaa 6.5% commingled investment trusts.See"Investment issuer or book value IR&M Int G/C-NYDCP AA-/Aa3 5.1% Terms"for more details on wrap contracts. contract provider may be JPM Int Gov/Credit-NYS AA+/Aa1 5.4% unable to make principal, Jennison Int Core-NYS AA/Aaa 16.1% interest or other payments Wells Short-NYSDCP AA+/Aaa 5.8% on time,or at all.The ability of the Fund to make book Wrap Issuers:State Street Bank,Bank of Tokyo,New York Life,Prudential,Voya,Mass Mutual value payments is also The Fund's sector allocations and investments are subject to change.Please see"Additional Information"on the next page. subject to the availability and terms of the Fund's INVESTMENT TERMS book value contracts.See ,�_ gym_m_ m._.___._._.m .__._..,-__; . . _ ....._.._.._ a...... „_���__.�..._ m.._._. . _. . "Additional Information"on Book Value:For a stable value investment,book value may be defined generally as the value of deposits,plus accumulated interest,minus the next page. withdrawals.Unlike market value,book value is not subject to fluctuations as a result of daily market movements. Duration:For stable value funds,this is comparable to weighted average maturity and is a measure of the Fund's sensitivity to changes in interest rates.For market value securities,duration is a measure of the price sensitivity of an investment to changes in interest rates, Investment Advisor expressed in years. GSAM Stable Value,LLC is Fixed Income Securities:Investments in debt obligations of an issuer that pay a fixed or floating rate of return for a specified period of time. a registered investment Market-to-Book Ratio:The ratio of the market value of the assets of the Fund to the book value of the Fund.The value of the Fund's wrap advisor specializing in contracts are reported by the Fund on a book value basis,while the market value of the assets underlying the contracts will vary with market stable value and fixed factors such as changes in interest rates and credit conditions.The wrap contracts are designed to provide for the payment of participant income strategies for initiated withdrawals at book value whether the market value of the Fund's assets is greater or less then the Fund's book value. institutional clients.As of Spot Yield:Dollar-weighted average crediting rate of all investments in the Fund as of a specific date. March 31,2015,GSAM Stable Value had$49.7 billion in assets under supervision.GSAM Stable Value is headquartered in Burlington,Vermont. 111 Page 1of3 New York State Deferred Compensation Plan New York Deferred Compensation Plan -Stable Income Fund .1 Plan for Your Future As of 03/31/2015- ll -_ SECTOR ALLOCATION CREDIT QUALITY ALLOCATION. MS Sector Percent Rating Percent 0 Treasury 36.1% AAA 71.4% Agency 7.3% AA 2.8% MBS 15.7% A 11.7% CMO 2.1% '_ BBB 14.0% i ABS 4.6% Below BBB 0.0% CMBS 4.2% NR 0.0% Invest.Grade Corp. 24.8% High-Yield Corp. <0.1% I Non-Corp.Credit 0.1% Municipals 0.40/0 ;Credit Quality Allocation is presented using S&P rating nomenclature. Depending on the fund in which the securities are held,these ratings may be a EMD 0.0% calculated composite of the available ratings at the individual security level from Yankees 2.1% S&P,Moody's and/or Fitch rating agencies. Other <0.1% Cash/Cash Equivalents 2.6% FIXED INCOME SECTOR DEFINITIONS Treasury:U.S.Government securities. Agency:Securities issued or guaranteed by a U.S.Government Agency(e.g.Fannie Mae,Freddie Mac,etc.). MBS(Mortgage-Backed Securities):Securities backed by a pool of residential mortgage payments. CMO(Collateralized Mortgage Obligations):Securities backed by pools of mortgage payments,separated into different maturity classes called trenches. ABS(Asset-Backed Securities):Securities collateralized by the cash flows from a specified pool of underlying assets,such as common receivables like credit cards payments,home equity and auto loans. CMBS(Commercial Mortgage-Backed Securities):Securities backed by pools of mortgage payments on commercial real estate properties. Corporates(Investment Grade):Securities rated BBB-or better(or equivalent)and issued by a private corporation. • Corporates(High Yield):Securities rated below BBB-(or equivalent)and issued by a private corporation. Non-Corporate Credit:Securities that are considered forms of credit,but are not issued by private corporations and thus not considered corporate debt(e.g,.sovereign debt, regional governments,etc.) Municipals:Securities issued by state or local governments or their agencies or instrumentalities. EMD(Emerging Market Debt):Securities issued by governments or corporations of developing market countries. Yankees:Bonds denominated in U.S.dollars and publicly issued in the U.S.by foreign banks and corporations. o Cash/Cash Equivalents:Includes cash and securities whose duration is typically less than one year. ADDITIONAL INFORMATION ' M Investment contracts held in the Fund are guaranteed only by the issuer of the contract.The Fund is not immune from conditions that impact the financial markets and principal stability could be impacted.Units in the Fund are not backed by the Investment Advisor,the plan sponsor,the plan trustee or the plan recordkeeper.The Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.Although the Fund seeks to preserve the value of your investment,it is possible to lose money by investing in the Fund. —_ Benefit responsive investment contracts,including wrap contracts,are designed to permit participant withdrawals relating to activities such as investment option transfers, rN retirement withdrawals and in-service withdrawals in accordance with the Plan to occur at book value.However,withdrawals that result from certain actions initiated by the plan I W sponsor,such as bankruptcy filings,plan or fund terminations and certain layoffs or early retirement programs,may be paid at market value,which could be less than book value depending on the performance of the assets underlying the Fund's benefit responsive investment contracts.The obligations of benefit responsive providers are subject to L„-y their ongoing creditworthiness and the terms of the contracts,which may include limitations on the issuer's obligations,for example where there is an event of default or Cu impairment with respect to an underlying investment. GSAM Stable Value may charge an investment management fee on substantially all of the assets within a stable value fund.Certain additional fees associated with various wrapped fixed income investments or stable value collective investment trust funds managed by GSAM Stable Value or other external managers may be incurred and paid out of such investment funds which will reduce the returns of those funds.In addition to the investment management fees,a stable value fund may incur other administrative fees and expenses such as custody,trustee,recordkeeping and wrap fees. M Page 2 of 3 New York State Deferred Compensation Plan .1 I Plan f,,,Your r«i„rr New York Deferred Compensation Plan -Stable Income Fund As of 03/31/2015 DISCLOSURES GSAM STABLE VALUE MAY RECOMMEND THE FUND MAKE INVESTMENTS IN UNDERLYING POOLS AND/OR ACCOUNTS. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS AND/OR ACCOUNTS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS,AN OFFERING MEMORANDUM FOR THIS POOL AND/OR THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN,FILED WITH THE COMMISSION.THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL AND/OR TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM AND/OR COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY,THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL AND/OR THIS TRADING PROGRAM OR THIS BROCHURE. THIS MATERIAL DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT WOULD BE UNAUTHORIZED OR UNLAWFUL TO DO SO. Underlying investments in the Fund may include the use of derivatives.Derivatives often involve a high degree of financial risk because a relatively small movement in the price of the underlying security or benchmark may result in a disproportionately large movement in the price of the derivative and are not suitable for all investors.No representation regarding the suitability of these instruments and strategies for a particular investor is made.For Fund investments,the use of derivatives,when allowed,is typically used in order to manage interest rate risk,duration and yield curve exposure and/or to reduce credit risk to securities held. Past performance does not guarantee future results,which may vary.The value of investments and the income derived from investments will fluctuate and can go down as well as up.A loss of principal may occur. Fund holdings may not be representative of current or future investments.There can be no assurance that the Fund will continue to invest in the holdings represented in this communication (including,to the extent applicable,private funds)or the same portion of its assets in any or all of such holdings.Future Fund holdings may not be profitable. Views and opinions expressed are for informational purposes only and do not constitute a recommendation by GSAM Stable Value or Goldman Sachs Asset Management to buy,sell,or hold any security.Views and opinions are current as of the date of this presentation and may be subject to change,they should not be construed as investment advice. This material is provided at your request for informational purposes only.It is not an offer or solicitation to buy or sell any securities. Confidentiality:No part of this material may,without GSAM Stable Value or Goldman Sachs Asset Management's prior written consent,be(i)copied,photocopied or duplicated in any form, by any means,or(ii)distributed to any person that is not an employee,plan participant,officer,director,or authorized agent of the recipient. ©2015 Goldman Sachs.All rights reserved. • 1 IINRM-3205NY-NY.39 Page 3 of 3 Release Date:03-31-2015 Federated Total Return Govt Bd Instl Category Overall Morningstar Ratings Morningstar Return Morningstar Risk Intermediate Government *** Average Above Average Out of 300 Intermediate Government funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistia Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks total return consistent with current income.The Morningstar Rating - *** *** *** fund's overall strategy is to invest in a portfolio consisting primarily of Fund Rank Percentile 56 43 40 29 U.S.Treasury securities,U.S.government agency securities and related Out of#of Investments 314 300 273 217 derivative contracts.It buys and sells portfolio securities based primarily on its market outlook and analysis of how securities may perform under Portfolio Analysis as of 12-31-14 different market conditions.The fund may invest in a few government Composition as of 12-31-14 96 Net Morningstar Style 800w as of 12-31-14 securities that have no explicit financial support,but which are U.S.Stocks 0.00 # Average Effective Duration 4.80 regarded as having implied support because the federal government Non-U.S.Stocks 0.00 Average Effective Maturity - sponsorstheiractivities. ■ Bonds 88.84 ff Cash 7.52 -_ Broad Asset Class:Bonds Other 3.65 IOUs issued by governments or corporations. -100 -50 0 50 100 Ltd Mod tot Notes Top 10 Holdings as of 12-31-14 96 Assets Risk Measures as of 03-31-15 Port Avg BC Aggr Category This material is authorized for client use only when preceded or United States Treasury Notes,2.25096,4/30/2021- 6.03 3 Yr Std Dev 2.67 2.90 2.57 accompanied by a Disclosure Statement,a current plan performance 11/15/202411-15-24 3 Yr Sharpe Ratio 0.73 1.05 0.71 summary,and a fund prospectus and/or informational brochure NYSE/Liffe 2 Year US Treasury Note Future Marls 03-27-15 5.82 3 Yr Alpha -0.73 -0.68 containing more complete information.These can be obtained from Tennessee Valley Auth 5.5%07-18-17 4.40 3 Yr Beta 0.88 - 0.81 your investment professional or your plan's website and should be read United States Treasury Bonds,4.37596,2/15/2038- 4.23 3 Yr R-squared 90.28 - 82.88 carefully before investing or sending money. 5/15/204105-15-41 Morningstar Sectors as of 12-31-14 %Fund %Category GNMA CMO 07-20-63 4.20 Morningstar ratings reflect the reduction of the fund's expense ratio. Government 47.64 42.84 However,your plan may charge an administrative fee and/or plan-level FHLBA 3.125%03-11-16 3.61 ®Corporate 2.30 1.31 fee,which is not reflected in this rating. FHLMC 2.375%01-13-22 3.55 0 Securitized 42.70 40.38 United States Treasury Bonds,3.62596,8/15/2043 08-15-43 3.27 ®Municipal 0.00 0.61 To determine a fund's star rating for a given period,the fund's FHLMC CMO 2.699%05-25-18 3.23 ©Cash and Equivalents 7.36 13.08 Morningstar risk score is subtracted from its Morningstar return score.If FHLMC CMO 3.154%02-25-18 3.19 CI Other 0.00 1.78 • the fund scores in the top 10%of its respective Morningstar category,it Total Number of Stock Holdings - Credit Analysis as of 12 31-14 %Bonds receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Number of Bond Holdings 83 AAA 100 place in the middle 35%earns it three stars;those in the next 22.5% Annual Turnover Ratio 96 49.00 receive two stars;and the bottom 10%get one star. Total Fund Assets($mil) 636.51 AA 0 The Broad Asset Class identifies a fund's investment style.The Broad A 0 Asset Class was developed by Nationwide in conjunction with Ibbotson Operations BBB 0 Fund Inception Date 10-19-95 Associates for asset allocation.Asset Allocation does not assure a profit Initial Share Class Inception Date 10-19-95 BB 0 or guarantee against loss in a dedining market. Advisor Federated Investment B 0 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Management Company Below B 0 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Subadvisor - NR/NA 0 •100 -50 0 50 100 INSTITUTION-MAY GO DOWN IN VALUE Fees and Expenses as of 04-30-14 Gross Prospectus Expense Ratio 0.49% Volatility Analysis Net Prospectus Expense Ratio 0.31% Investment • Waiver Data Type Exp.Date % Low Moderate I High Expense Ratio - 05-01-15 0.18 A Category Portfolio Manager(s) Todd A.Abraham,CFA.M.B.A.,Loyola College.B.S.,Indiana University In the past,this investment has shown a relatively small range of of Pennsylvania.Since 2003. fluctuations relative to other investments.Based on this measure, currently more than two thirds of all investments have shown higher levels of risk.Consequently,this investment may appeal to investors looking for a conservative investment strategy. S 122015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietatyto Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M()RNIN6UIrY1 or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance's no guarantee of future results. Release Date:03-31-2015 Vanguard Total Bond Market Idx InstIPIs Category Overall Morningstar Rating's Morningstar Return Morningstar Risk 0'4°2 9ry 99 Intermediate-Term Bond *** Average Average Out of 905 Intermediate-Term Bond funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted ge of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the performance of a broad,market-weighted Morningstar Rating - *** *** - bond index.The fund employs an indexing investment approach Fund Rank Percentile 22 65 61 - designed to track the performance of the Barclays U.S.Aggregate Float Out of#of Investments 1028 905 803 - Adjusted Index.This index represents a wide spectrum of public, investment-grade,taxable,fixed income securities in the United States- Portfolio Analysis as of 02-28-15 including government,corporate,and international dollar- Composition as of 02-28-15 %Assets Morningstar Style Boxraasof02-28-15 denominated bonds,as well as mortgage-backed and asset-backed •U.S.Stocks 0.00 Average Effective Duration 5.60 •Non-U.S.Stocks 0.00 Avera a Effective Maturity7.70 securities-all with maturities of more than 1 year.All of the fund's •Bonds 94.41 9 investments will be selected through the sampling process,and at least •Cash 5.56 - 80%of the fund's assets will be invested in bonds held in the index. •Other 0.03 W 1 Broad Asset Class:Bonds Ltd Mod Ext IOUs issued by governments or corporations. Top 10 Holdings as of 02-28-15 %Assets Risk Measures as of 03-31-15 Port Avg BC Aggr Category Notes Ginnie Mae Jumbos TBA 3.5%2045-03-01 03-01-45 0.67 3 Yr Std Dev 2.99 2.90 2.94 This material is authorized for client use only when preceded or GNMA 0.58 3 Yr Sharpe Ratio 1.01 1.05 1.15 - accompanied by a Disclosure Statement,a current plan performance US Treasury Note 3.625%08-15-19 0.54 3 Yr Alpha -0.12 - 0.54 summary,and a fund prospectus and/or informational brochure FNMA 0.53 3 Yr Beta 1.03 - 0.93 containing more complete information.These can be obtained from US Treasury Note 0.25%05-15-16 0.49 3 Yr R-squared 99.43 - 85.30 your investment professional or your plan's website and should be read FNMA 0.49 Morningstar Sectors as of 02-28-15 %Fund %Category carefully before investing or sending money. US Treasury Note 1.75%05-15-23 0.46 ®Government 47.04 29.29 Morningstar ratings reflect the reduction of the fund's expense ratio. US Treasury Note 4.75%08-15-17 0.45 ®Corporate 23.76 26.84 However,your plan may charge an administrative fee and/or plan level US Treasury Note 05%09-30-16 0.43 O Securitized 22.89 29.00 = US Treasury Note 2.5%06-30-17 0.43 ®Munidpal 0.75 1.02 = fee,which is not reflected in this rating. Total Number of Stock Holdings - ©Cash and Equivalents 5.56 9.72 To determine a fund's star rating for a given period,the fund's Total Number of Bond Holdings 16286 [-, Other 0.00 4.13 • Morningstar risk score is subtracted from its Morningstar return score.If Annual Turnover Ratio% 72.00 Credit Analysis as of 06-30-14 %Bonds the fund scores in the top 10%of its respective Morningstar category,it Total Fund Assets($mil) 143,912.77 AAA 70 receives five stars;if itfalls in the next 22.5%,it receives four stars;a place in the middle 35%earns it three stars;those in the next 22.5% Operations 1 AA 4 receive two stars;and the bottom 10%get one star. Fund Inception Date 02-05-10 I A 13 =- Initial Share Class Inception Date 12-11-86111BBB 13 The Broad Asset Class identifies a fund's investment style.The Broad Advisor Vanguard Group,Inc. Asset Class was developed by Nationwide in conjunction with Ibbotson Subadvisor - BB 0 Associates for asset allocation.Asset Allocation does not assure a profit B 0 - or guarantee against loss in a dedining market. Fees and Expenses as of 04-29-14 Below B 0 NOTA DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Gross Prospectus Expense Ratio 0.05% NR/NA 0 _ FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.05% t� 0 50 100 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % Volatility Analysis - - - -- - Investment V Portfolio Manager(s) Low Moderate I High I l'3.Joshua C.Barridkman,CFA.M.B.A.,Lehigh University.B.S.,Ohio A Northern University.Since 2013. Categoryf In the past,this investment has shown a relatively small range of fluctuations relative to other investments.Based on this measure, currently more than two thirds of all investments have shown higher levels of risk.Consequently,this investment may appeal to investors looking for a conservative investment strategy. II o2015Morningstar,Inc.All lights remixed.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;121 may not be copied or distributed;and(3)Is not warranted to be accurate,complete M\ 111NINSSrrY1 or timely.Neither Morningstar nor Its content providers are responsible for any damages or losses arising from any use of this Information.Past performance Is no guarantee of future results. Release Date:03-31-2015 11/ Pax World Balanced Inst) Category Overall Morningstar Ratings' Morningstar Return Morningstar Risk Moderate Allocation *** Average High Out of 787 Moderate Allocation funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks to seek income and conservation of principal;as a Morningstar Rating - *** *** - secondary investment objective,the Balanced Fund seeks long-term Fund Rank Percentile 24 59 58 - growth of capital.The fund follows a sustainable investing approach, Out of#of Investments 915 787 697 - combining rigorous financial analysis with equally rigorous Portfolio Analysis as of 12-31-14 environmental,social and governance(ESG)analysis in order to identify Composition as of 12-31-14 %Assets investments.It normally expects to invest approximately 60-75%of its PMorningstar Style Boxr as of 12-31-14(E0);12-?1-14(F-I) •U.S.Stocks 61.86 assets in equity securities and approximately 25-40%of its assets in •NonUU0 .S.Stocks 0.87 debt securities,though this allocation may vary somewhat depending •Bonds 33.34 III I on market conditions. •Cash 3.86 - . •Other 0.07 i W Broad Asset Class:Large Cap Stocks fable Bald 6rowlh ltd Mod Est Shares of ownership in large corporations. Notes Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category This material is authorized for client use only when preceded or Apple Inc 2.70 P/E Ratio 18.06 18.16 17.21 accompanied by a Disclosure Statement,a current plan performance Becton Dickinson&Co 2.43 P/B Ratio 2.77 2.58 2.23 summary,and a fund prospectus and/or informational brochure US Treasury Note 2.375%08-15-24 2.10 P/C Ratio 9.38 9.17 8.55 p P BlackRock Inc 2.02 GeoAvgCap(Smil) 49,816.98 71,441.75 46,819.90 containing more complete information.These can be obtained from UnitedHealth Group Inc 2.00 your investment professional or your plan's website and should be read Risk Measures as of 03-31-15 Port Avg S&P 500 Category carefully before investing or sending money. Morgan Stanley 1.68 3 Yr Std Dev 7.18 9.59 6.66 Microsoft Corp 1.65 3 Yr Sharpe Ratio 1.25 1.61 1.40 Morningstar ratings reflect the reduction of the fund's expense ratio. American Express Co 1.54 3 Yr Alpha 0.29 - 1.21 However,your plan may charge an administrative fee and/or plan-level Merck&Co Inc 1.41 3 Yr Beta 1.10 - 1.01 fee,which is not reflected in this rating. Intel Corp 1.36 3 Yr R-squared 92.33 - 91.49 To determine a fund's star rating for a given period,the fund's Total Number of Stock Holdings 68 • Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Bond Holdings 225 Morningstar Sectors as of 12-31-14 %Fund S&P 500% the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio% Cyclical 35.23 30.90 receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets($mil) 1,988.13 Basic Materials 3.02 3.00 place in the middle 35%earns it three stars;those in the next 22.5% Consumer Cyclical 9.65 14.60 OperationsFinancial Services 16.90 14.60 receive two stars;and the bottom 10%get one star. fund Inception Date 04-02-07 Real Estate 5.66 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 11-30-71 Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor Pax World Management LLC M"Sensitive 37.06 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor - Communication Services 1.76 3.84 or guarantee against loss in a declining market. 0Induugy ne5.25 1.strials 10.74 7 Q11.17 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fees and Expenses as of 06-04-14 i3 Technology 19.31 17.91 Gross Prospectus Expense Ratio 0.66% FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.66% -Defensive 27.70 28.14 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % ®Consumer Defensive 8.17 9.66 ©Healthcare 17.57 15.44 - - - - 13 Utilities 1.96 3.04 Portfolio Manager(s) Nathan Moser,CFA.B.S.,Babson College.Since 2015. Volatility Analysis Anthony Trzdnka,CFA.M.B.A.,Northeastern University.B.A.,University Investment of Massachusetts.Since 2015. Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk maybe offset by owning other investments with different portfolio makeups or investment strategies. I ©2015Morningstar,Inc.All rights reserved.The information contained herein:(1)isproprietary toMorningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6ST or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. AMI Release Date:03-31-2015 Vanguard Wellington Adm Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Il === Moderate Allocation ***** High Below Average Out of 787 Moderate Allocation funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks to provide long-term capital appreciation and Morningstar Rating - ***** **** ***** moderate current income.The fund invests 6096 to 70%of its assets in Fund Rank Percentile 19 11 10 5 dividend-paying and,to a lesser extent,non-dividend-paying common Out of#of Investments 915 787 697 444 stocks of established large companies.The remaining 30%to 40%of Pogo Analysis as of 12-31-14 the fund's assets are invested mainly in fixed income securities that the Composition as of 12-31-14 %Assets Morningstar Style Box"as of 12-31-14(EO);06-30-14(F-I) advisor believes will generate a moderate level of current income.These W U.S.Stocks 56.52 Ig securities indude investment-grade corporate bonds,with some •Non-U.S.Stocks 7.76 exposure to U.S.Treasury and government agency bonds,and 0 Bonds 33.01 E AIL1 mortgage-backed securities. •Cash 1.95 •Other 0.77 [ W Broad Asset Class:Balanced vallie end Growth lid Mod Ext Combination of stocks,bonds and cash. _ Notes Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category This material is authorized for dient use only when preceded or Wells Fargo&Co 2.42 P/E Ratio 15.65 18.16 17.21 Merck&Co Inc 1.78 P/B Ratio 2.18 2.58 2.23 accompanied by a Disclosure Statement,a current plan performance Microsoft Corp 1.78 P/C Ratio 6.38 9.17 8.55 summary,and a fund prospectus and/or informational brochure Comcast Corp Class A 1.68 GeoAvgCap(Smil) 102,848.90 71,441.75 46,819.90 containing more complete information.These can be obtained from JPMorgan Chase&Co 1.60 your investment professional or your plan's website and should be read Risk Measures as of 03-31-15 Port Avg S&P 500 Category carefully before investing or sending money. Exxon Mobil Corporation 1.56 3 Yr Std Dev 6.20 9.59 6.66 Verizon Communications Inc 1.55 3 Yr Sharpe Ratio 1.80 1.61 1.40 Morningstar ratings reflect the reduction of the fund's expense ratio. Chevron Corp 146 3 Yr Alpha 3.64 - 1.21 - However,your plan may charge an administrative fee and/or plan-level CVS Health Corp 1.37 3 Yr Beta 0.95 - 1.01 fee,which is not reflected in this rating. ACE Ltd 1.25 3 Yr R-squared 92.84 - 91.49 To determine a fund's star rating for a given period,the fund's Total Number of Stock Holdings 95 Morningstar Sectors as of 12-31-14 %Fund S&P 500% Total Number of Bond Holdings 1511 Morningstar risk score is subtracted from its Morningstar return score.If 9 • the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio 96 71.00 Cydical 29.44 30.90 receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets(Smil) 89,962.17 Basic Materials 1.25 3.00 place in the middle 35%earns it three stars;those in the next 22.5% Consumer Cyclical 6.69 11.02 Operations 0 Financial Services 21.24 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 05-14-01 0 Real Estate 0.26 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 07-01-29 Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor Wellington Management Company LLP v.'Sensitive 39.70 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor - Communication Services 5.03 3.84 El Energy 9.12 8.04 or guarantee against loss in a dedining market. ©Industrials 12.24 11.17 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fees and Expenses as of 03-25-15 0 Technology 13.31 17.91 Gross Prospectus Expense Ratio 0.18% FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.18% -••Defensive 30.87 28.14 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % ®Consumer Defensive 6.81 9.66 Q Healthcare 20.72 15.44 - - - - U Utilities 334 3.04 Portfolio Manager(s) Edward P.Bousa,CFA.M.B.A.,Harvard University.B.A.,Williams Volatility Analysis [11 College.Since 2002. Investment John C.Keogh.B.A.,Tufts University.Since 2006. y Low Moderate I High I N A Category _ In the past,this investment has shown a relatively small range of fluctuations relative to other investments.Based on this measure, currently more than two thirds of all investments have shown higher levels of risk.Consequently,this investment may appeal to investors M looking for a conservative investment strategy. I Ili 02015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar anri/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6� or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. i Release Date:03-31-2015 0 T. Rowe Price Retirement 2010 Category Overall Morningstar Rating' Morningstar Return Morningstar Risk Target Date 2000-2010 **** High High Out of 116 Target Date 2000-2010 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investment's prospectus Morningstar Proinietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - **** **** **** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 31 12 12 1 diversified portfolio of other T.Rowe Price stock and bond funds that Out of#of Investments 145 116 109 38 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Net target retirement date.The fund is managed based on the specific PMorningstar Style Bor as of 12 31 14(EQ);12-31-14(F-I) r retirement year(target date 2010)included in its name and assumes a U.S.Stocks 31.63 Non-U.S.Stocks retirement age of 65.While the fund is non-diversified,it invests in Bonds 49.0113. 79 4.83 i€ AllE 1 diversified underlying holdings. 11.1 Cash Other 0.72 Broad Asset Class:Asset Allocation -100 -50 0 50 100 Asset Allocation is the apportioning of investment funds among value Blend Growth Ltd Mod Ext categories of assets such as Domestic Equity,International Equity,Fixed Statistics as of 12-31-14 Stk Port AvgS&P 500 Category Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 96 Assets P/E Ratio 16.63 18.16 16.79 T.Rowe Price New Income 27.48 Notes T.Rowe Price Equity Index 500 25.97 P/B Ratio 2.07 2.58 2.12 T.Rowe Price Inflation Focused Bond 14.97 P/C Ratio 7.59 9.17 8.05 This material is authorized for client use only when preceded or GeoAvg(ap($mil) 36,572.91 71,441.75 36,015.77 accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Intl Gr&Inc 4.10 summary,and a fund prospectus and/or informational brochure T.Rowe Price High Yield 3.93 Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price Overseas Stock 3.76 3 Yr Std Dev 5.72 9.59 4.89 your investment professional or your plan's website and should be read T.Rowe Price Emerging Markets Bond 3.75 3 Yr Sharpe Ratio 1.30 1.61 1.23 carefully before investing or sending money. T.Rowe Price International Stock Fd 3.49 3 Yr Alpha 0.31 - 0.05 T.Rowe Price International Bond 2.60 3 Yr Beta 0.90 - 0.76 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Emerging Markets Stock 2.31 3 Yr R-squared 98.03 - 92.79 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio 96 19.00 '.T Cyclical 38.63 30.90 Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets(Smil) 6,447.21 ro Basic Materials 5.30 3.00 the fund scores in the top 10%of its respective Morningstar category,it Consumer Cyclical 12.25 11.02 Operations rs.Financial Services 17.29 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 09-30-02 r.g.7 Real Estate 3.79 2.28 place in the middle 3516 earns it three stars;those in the next 22.5% Initial Share Class Inception Date 09-30-02 receive two stars;and the bottom 10%get one star. w Sensitive 37.58 40.96 Advisor T.Rowe Price Assodates,Inc. The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Q Communication Services 4.15 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson 0I ne7.05 8.nduusy strials 11.62 11.117 7 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technology 14.76 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.59% Net Prospectus Expense Ratio 0.59% -'Defensive 23.79 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY GI Consumer Defensive 8.54 9.66 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % 1:3 Healthcare 12.25 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - LI Utilities 3.00 3.04 Portfolio Manager(s) Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United Volatility Analysis States Naval Academy.Since 2002. Investment V Low Moderate I High A Category In the past,this investment has shown a relatively small range of fluctuations relative to other investments.Based on this measure, currently more than two thirds of all investments have shown higher levels of risk.Consequently,this investment may appeal to investors looking for a conservative investment strategy. I C2015Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content prodders;(2)may not be copied or distributed;and(31 is not warranted to be accurate,complete M\ /RNIN6SI Alr __- or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. NIMI Release Date:03-31-2015 T. Rowe Price Retirement 2015 E I ._ Category Overall Morningstar Rating. Morningstar Return Morningstar Risk Target Date 2011-2015 ***** High High Out of 125 Target Date 2011-2015 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from Investment's prospectus Morningstar Propletary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The Investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** **** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 24 4 1 1 diversified portfolio of other T.Rowe Price stock and bond funds that Out of#of Investments 169 125 116 23 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Prke stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Assets g Style ■ target retirement date.The fund is managed based on the specific Morningstar 5 le Bar as of 12-31-14(E0);12 31 14(F I) • ocks 37.39 �1 , retirement year(target date 2015)included in its name and assumes a •Non-U.S.Stocks 17.10 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 39.90 I AIL I diversified underlying holdings. •Cash 5.18 •Other 1.01 'i i Broad Asset Class:Asset Allocation E=Hof Ext Asset Allocation is the apportioning of investment funds among Vafue asci laoxtli IN categories of assets such as Domestic Equity,International Equity,Fixed Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category Income and Cash Equivalents. T.Rowe Price New Income 24.66 P/E Ratio 16.67 18.16 16.90 T.Rowe Price Equity Index 500 22,39 P/B Ratio 2.07 2.58 2.15 Notes T.Rowe Price Inflation Focused Bond 9,48 P/C Ratio 7.58 9.17 8.14 This material is authorized for client use only when preceded or T.Rowe Price Intl Gr&Inc 4.92 GeoAvgCap($mil) 34,197.18 71,441.75 35,416.84 accompanied by a Disclosure Statement,a current plan performanceT.Rowe Price Growth Stock 4.71 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price Overseas Stock 4.52 3 Yr Std Dev 6.59 9.59 537 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 4.16 3 Yr Sharpe Ratio 1.32 1.61 1.30 T.Rowe Price Value 4.15 3 Yr Alpha 0.45 - 0.32 carefully before investing or sending money. T.Rowe Price High-Yield 3.49 3 Yr Beta 1.04 - 0.83 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Emerging Markets Bond 3.32 3 Yr R-squared 98.49 - 92.70 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %fund S&P 500% To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 14,70 C)rclical 39.68 30.90 • .-= Morningstar risk score is subtracted from its Morningstar return score.IfTotal Fund Assets($mil) 10,395.03 0 Basic Materials 5.42 3.00 the fund scores in the top 10%of its respective Morningstar category,it 0 Consumer Financial Cyclical 13.35 11.024 - Operatioas � Services 17.29 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 02-27-04 0 Real Estate 3.62 2.28 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 02-27-04 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. "''Sensitive 36.40 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - j0 Communication Services 3.89 3.84 ja Energy 6.21 8.04 Asset Class was developed by Nationwide in conjunction with Ibbotson a Industrials 12.24 11.17 - Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 El Technology 14.06 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.63% Net Prospectus Expense Ratio 0.63% Defensive 23.91 28.14 NOTA DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY 1 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % CIHnsumer Defensive 7.71 9.66 © t Healthcare 13.09 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - Q Utilities 3.11 3.04 - Portfolio Manager(s) all - Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United Volatility Analysis States Naval Academy.Since 2004. Investment V tilll, Low Moderate High I = A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. 0 n 1` - 02015 Morningstar,Inc All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or Its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ lI1NIN6 or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this Information,Past performance is no guarantee of future results. Release Date:03-31-2015 II T. Rowe Price Retirement 2020 Category Overall Morningstar Rating^ Morningstar Return Morningstar Risk Target Date 2016-2020 ***** High High Out of 194 Target Date 2016-2020 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** ***** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 14 3 1 1 diversified portfolio of other T.Rowe Price stock and bond funds that Out of#of Investments 233 194 165 55 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Assets target retirement date.The fund is managed based on the specific PMorningstar Style Bar as of 12-31-14(EO);12-31-14(F-I) •U.S.Stocks 42.84 - retirement year(target date 2020)included in its name and assumes a •Non-U.S.Stocks 20.23 g retirement age of 65.While the fund is non-diversified,it invests in •Bonds 31.47 g AIL diversified underlying holdings. •Cash 4.81 •Other 1.05 'i 1 Broad Asset Class:Asset Allocation Value Blend GmMth Ltd Mod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category T.Rowe Price New Income 20.70 P/E Ratio 16.67 18.16 16.89 Nota T.Rowe Price Equity Index 500 18.42 P/B Ratio 2.07 2.58 2.10 T.Rowe Price Growth Stock 9.20 P/C Ratio 7.54 9.17 7.75 This material is authorized for client use only when preceded or T.Rowe Price Value 8.69 GeoAvgCap($mil) 32,499.82 71,441.75 36,398.44 accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Inflation Focused Bond 5.95 summary,and a fund prospectus and/or informational brochure Risk Measures as of O3-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price Intl Gr&Inc 5.73 3 Yr Std Dev 7.29 9.59 5.87 your investment professional or your plan's website and should be read T.Rowe Price Overseas Stock 5.21 3 Yr Sharpe Ratio 1.34 1.61 1.24 T.Rowe Price International Stock Fd 4.83 3 Yr Alpha 0.69 - 0.14 carefully before investing or sending money. T.Rowe Price Emerging Markets Stock 3.24 3 Yr Beta 1.15 - 0.90 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price High-Yield 2.95 3 Yr R-squared 98.30 - 91.86 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% 0 To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 13.60 °Cyclical 40.42 30.90 Morningstar risk score is subtracted from its Morningstar return score.it Total Fund Assets($mil) 25,242.91 ;,w Basic Materials 5.51 3.00 the fund scores in the top 1O%of its respective Morningstar category,it Consumer Cyclical 14.07 11.02 Operations7„,Financial Services 17.37 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 09-30-0272 Real Estate 3.47 2.28 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 09-30-02 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. `r"Sensitive 35.50 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Communication Services 3.69 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson 0 Indust Energy5.60 8.nduuststrials 12.72 11.117 1 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 ID Technology 13.49 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.67% Net Prospectus Expense Ratio 0.67% -,Defensive 24.10 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date 96 aConsumer Heealthhcarecare ensive 3.73 9.66 © 13.72 15.44 INSTITUTION-MAY GO DOWN IN VALUE - ®Utilities 3.25 3.04 Portfolio Manager(s) Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United Volatility Analysis States Naval Academy.Since 2002. Investment V Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. II ©2015Momingstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(311s not warranted to be accurate,complete M\ /RHINE ggir or timely.Neither Morningstar nor Its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 T. Rowe Price Retirement 2025 Category Overall Morningstar Rating' Morningstar Return Morningstar Risk 0 Target Date 2021-2025 ***** High High Out of 144 Target Date 2021-2025 funds,An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistic Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** **** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 12 5 2 1 - diversified portfolio of other T.Rowe Price stock and bond funds that Out of 11 of Investments 190 144 112 23 _ represent various asset classes and sectors.Its allocation between T. Path&Analysis as of 12-31-14 Rowe Price stock and bond funds will change overtime in relation to its Composition as of 12-31-14 %Assets target retirement date.The fund is managed based on the specific P • Morningstar Style Box.as of 12-31-14(EQ);12-31-14(F-I) retirement year(target date 2025)included in itsNon-name and assumes a •Non-U.S. Stocks 47.59 23.01 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 24.04 I K diversified underlying holdings. •Cash 4.54 _ •Other 1.08 Broad Asset Class:Asset Allocation vats Blend Growth Ltd Mod Ext Asset Allocation is the apportioning of investment funds among = categories of assets such as Domestic Equity,International Equity,Fixed Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category i- Income and Cash Equivalents. T.Rowe Price New Income 17.14 p - /E Ratio 16.67 18.16 16.96 Notes T.Rowe Price Equity Index 500 15.00 P/B Ratio 2.07 258 2.12 - T.Rowe Price Growth Stock 13.07 P/C Ratio 7.51 9.17 7.95 This material is authorized for client use only when preceded or T.Rowe Price Value 12.56 GeoAvgCap($mil) 31,348.04 71,441.75 35,84533 accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Intl Gr&Inc 6.41 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category T.Rowe Price Overseas Stodc 5.82 3 Yr Std Dev 8.03 9.59 6.89 _- containing more complete information.These can be obtained from - T.Rowe Price International Stock Fd 5.42 3 Yr Sharpe Ratio 1.34 1.61 1.25 your investment professional or your plan's website and should be read T.Rowe Price Emerging Markets Stock 3.65 3 Yr Alpha 0.78 - 0.16 carefully before investing or sending money. T.Rowe Price Inflation Focused Bond 2.92 3 Yr Beta 1.26 - 1.07 Morningstar ratings reflect the reduction of the funds expense ratio. T.Rowe Price Real Assets 2.88 3 Yr R-squared 97.64 - 94.74 =_ However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% - To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio 96 12.10 ` Cyclical 40.91 30.90 411)Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 17,613.51 0 Basic Materials 5.58 3.00 -- the fund scores in the top 10%of its respective Morningstar category,it Consumer Cyclical 14.55 11.02 Operations 0 Financial Services 17.40 14.60I . receives five stars;if it falls in the next 223%,it receives four stars;aFund Inception Date 02-27-04 0 Real Estate 3.38 2.28 - place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 02-27-04 =- receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. w'Sensitive 34.88 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Q Communication Services 3.55 3.84 - Asset Class was developed by Nationwide in conjunction with Ibbotson 0Indust Enerials 13.00 9 3. 3 8.0411.17 Fees and Expenses as of 10-01 14 0 Associates for asset allocation.Asset Allocation does not assure a profit P El Technology 13.11 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.70% Net Prospectus Expense Ratio 0.70% -.Defensive 24.19 28.14 = NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY 13 Consumer Defensive 6.74 9.66 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BYTHE Waiver Data Type Exp.Dal:e % ©Healthcare 14.12 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - 0 Utilities 3.33 3.04 Portfolio Manager(s) W Jerome A.Clark,CFA.MS.,Naval Postgraduate School.B.S.,United Volatility Analysis �'s States Naval Academy.Since 2004. Investment }s V Low Moderate High I A ®- Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price dedines or price increases depending on market conditions.Some of this risk maybe offset by owning other investments with different portfolio makeups or investment strategies. Mr C 2015 Morningstar,Inc.AU rights reserved.The information contained herein:(1)Is proprietary to Morningstar and/or Its content providers;(2)may not be copied or distributed;and(3)Is not warranted to be accurate,complete M\ /RNIN6� or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. - Release Date:03-31-2015 0 T. Rowe Price Retirement 2030 Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Target Date 2026 2030 ***** High High Out of 194 Target Date 2026-2030 funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** ***** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 14 5 2 1 diversified portfolio of other T.Rowe Price stock and bond funds that Out of#of Investments 234 194 165 55 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Assets PMorningstar Style Box as of 12 31 14(EO);12 31-14(F-i) target retirement date.The fund is managed based on the specific •U.S.Stocks 51.55 ' retirement year(target date 2030)induded in its name and assumes a •Non-U.S.Stocks 25.23 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 17.99 1 I diversified underlying holdings. •Cash 4.30 •Ocher 1.09 7E i€ Broad Asset Class:Asset Allocation gape Blend Growl Ltd Hod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category T.Rowe Price Growth Stock 16.25 P/E Ratio 16.67 18.16 16.97 Notes T.Rowe Price Value 15.67 P/B Ratio 2.07 2.58 2.08 P/C This material is authorized for client use only when preceded or T.Rowe Price New Income 13.79 GeoAvgCa 5.00P($mil) 30,665.00 71,4411.17 7.84 T.Rowe Price Equity Index 500 12.34 9 .75 34,774.57 accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Intl Gr&Inc 6.97 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price Overseas Stock 6.33 3 Yr Std Dev 8.54 9.59 7.56 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 5.89 3 Yr Sharpe Ratio 1.36 1.61 1.19 T.Rowe Price Emerging Markets Stock 3.96 3 Yr Alpha 0.97 - -0.19 carefully before investing or sending money. T.Rowe Price Real Assets 3.13 3 Yr Beta 1.34 - 1.17 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid-Cap Value 2.99 3 Yr R-squared 97.10 - 93.52 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% • To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 12.40 Cyclical 41.24 30.90 Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 24,039.76 Basic Materials 5.62 3.00 the fund scores in the top 10%of its respective Morningstar category,it , Consumer SerCydvice l 14.87 11.02 Operations Financial Services 17.43 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 09-30-02 CI Real Estate 3.32 2.28 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 09-30-02 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. N"Sensitive 34.49 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Q Communication Services 3.46 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson i�Industrials 4.93 11.178.7 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technologytlo13.23 79 � 12.87 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.73% Net Prospectus Expense Ratio 0.73% -'Defensive 24.26 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY GI Consumer Defensive 6.48 9.66 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % ©Healthcare 14.40 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - ®Utilities 3.38 3.04 Portfolio Managers) Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United Volatility Analysis States Naval Academy.Since 2002. Investment • Low Moderate High • Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. S C 2015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or Its content providers;(2)may not be copied or distributed;and(3)is not wartanted to be accurate,complete M\ IRNINSSIAll. or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. • Release Date:03-31-2015 T. Rowe Price Retirement 2035 Category Overall Morningstar Rating"' Morningstar Return Morningstar Risk i Target Date 2031-2035 ***** High Above Average Out of 144 Target Date 2031-2035 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted _ average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from Investment's prospectus Morningstar Proprietary Statistics ®- Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year ®- 9 Morningstar Rating ***** ***** **** The investment seeks the highest total return over time consistent with 9 1 1 =- an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 9 5 diversified portfolio of other T.Rowe Price stock and bond funds that Out of N of Investments 190 144 112 23 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its =Composition as of 12-31-14 %Assets Morningstar Style Bo target retirement date.The fund is managed based on the specific Box., 12 31 14(F I) as of 12 31 14(EO); •U.S.Stocks 54.69 1 g retirement year(target date 2035)included in its name and assumes a •Non-U.S.Stocks 27.24 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 13.03 I I diversified underlying holdings. •Cash 4.05 = •Other 1.09 7', - Broad Asset Class:Asset Allocation yaue Blend Growth no Mod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category q T.Rowe Price Growth Stock 19.22 P/E Ratio 16.67 18.16 16.97 T.Rowe Price Value 18.57 P/B Ratio 2.07 2.58 2.10 �_ Notes T.Rowe Price New Income 10.16 P/C Ratio 7.49 9.17 8.05 This material is authorized for client use only when preceded or GeoAvgCap($mil) 29,963.06 71,441.75 34,322.06 T.Rowe Price Equity Index 500 9.32 • accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Intl Gr&Inc 7.46 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price Overseas Stock 6.78 3 Yr Std Dev 9.03 9.59 8.36 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 6.31 3 Yr Sharpe Ratio 1.35 1.61 1.21 - T.Rowe Price Emerging Markets Stock 4.26 3 Yr Alpha 0.99 - -0.17 carefully before investing or sending money. - �- T.Rowe Price Real Assets 3.35 3 Yr Beta 1.41 1.30 � Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid Cap Value 3.19 3 Yr R-squared 96.38 - 95.36 -_ However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors asof12-31-14 %Fund 5&P 500% To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio 96 11.50 a Cyclical 41.56 30.90 • Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 12,884.28 Basic Materials 5.66 3.00 the fund scores in the top 10%of its respective Morningstar category,it Consumer Cyclical 15.17 11.02 Oy4!rations 0 Financial Services 17.46 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 02-27-04 0 Real Estate 3.27 2.28 place in the middle 35%earns itthree stars;those in the next 22.5% Initial Share Class Inception Date 02-27-04 = receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. "''Sensitive 34.14 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - 0 Communication Services 339 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson 0 Energy 4.68 8.04 0Industrials 13.42 11.17 • Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 El Technology 12.65 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.75% 1- Net Prospectus Expense Ratio 0.75% -•Defensive 24.31 28.14 =- NOTA DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % 1 HHealthcareumer ns nsive 4.65 5.44 14.63 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - 1]Utilities 3.43 3.04 =- Portfolio Manager(s) 'u Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United Volatility Analysis I s -) States Naval Academy.Since 2004. Investment i 1, = y i e1,,i Low Moderate High I _ A ill Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may =- experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other i investments with different portfolio makeups or investment strategies. -= 0 O2015Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Momingstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete _ �_ or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. M\ IININGSTAr Release Date:03-31-2015 II T. Rowe Price Retirement 2040 Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Target Date 2036-2040 ***** High High Out of 193 Target Date 2036-2040 funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** ***** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 16 4 1 1 diversified portfolio of other T.Rowe Price stock and bond funds that Out of f of Investments 233 193 164 50 represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12 31-14 96Assets pMorningstar Style Box" as of 12-31-14(00);12 31 14(F I) target retirement date.The fund is managed based on the specific •U.S.Stocks 57.53 I g retirement year(target date 2040)induded in its name and assumes a •Non-U.S.Stocks 28.75 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 9.08 >f AIE ill diversified underlying holdings. •Cash 3.64 •Other 1.08 i i Broad Asset Class:Asset Allocation Value Blend Growth Ltd Mal Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 96 Assets Statistics as of 12-31-14 5tk Port Avg S&P 500 Category T.Rowe Price Growth Stock 21.34 P/E Ratio 16.68 18.16 17.03 Notes T.Rowe Price Value 20.67 P/B Ratio 2.08 2.58 2.07 T.Rowe Price Intl Gr&Inc 7.82 P/C Ratio 7.48 9.17 7.95 This material is authorized for client use only when preceded or T.Rowe Price Equity Index 500 7.78 GeoAvgCap($mil) 29,749.98 71,441.75 33,036.52 accompanied by a Disdosure Statement,a current plan performance T.Rowe Price Overseas Stock 7.12 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price New Income 6.86 3 Yr Std Dev 9.30 9.59 8.66 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 6.64 3 Yr Sharpe Ratio 1.35 1.61 1.16 T.Rowe Price Emerging Markets Stock 4.48 3 Yr Alpha 1.05 -0.44 carefully before investing or sending money. T.Rowe Price Real Assets 3.52 3 Yr Beta 1.45 - 1.34 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid-Cap Value 3.31 3 Yr R-squared 96.02 - 93.27 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% • To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 13.40 Cyclical 41.67 30.90 Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 16,551.09 Basic Materials 5.67 3.00 the fund scores in the top 10%of its respective Morningstar category,it Consumer Financial Cyclicalves15.32411.024 Operations Services 17.45 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 09-30-02 Z,7,Real Estate 3.23 2.28 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 09-30-02 receive two stars;and the bottom 1096 get one star. Advisor T.Rowe Price Associates,Inc. Sensitive 33.96 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - ['Communication Services 3.34 8.04 13 Energy 4.56 8.04 Asset Class was developed by Nationwide in conjunction with Ibbotson CI Industrials 13.51 11.17 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technology 12.55 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.76% Net Prospectus Expense Ratio 0.76% Defensive 24.35 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY ®Consumer Defensive 6.13 9.66 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % ©Healthcare 14.77 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - U Utilities 3.45 3.04 Portfolio Manager(s) Jerome A.(lark,CFA.MS.,Naval Postgraduate School.B.S.,United Volatility Analysis States Naval Academy.Since 2002. Investment V Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. S O2015Momingstar,Inc.All rights reserved.The Information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(31 is not warranted to be accurate,complete M\ /RNINGSTA1i or timely.Neither Morningstar nor Its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. E_ Release Date:03-31-2015 T. Rowe Price Retirement 2045 Category Overall Morningstar Rating, Morningstar Return Morningstar Risk , Target Date 2041-2045 ***** High Above Average Out of 143 Target Date 2041-2045 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from Mvestment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year - The investment seeks the highest total return overtime consistent with Morningstar Rating - ***** ***** - an emphasis on both capital growth and income.The fund invests in a Fund Rank Percennvestriile 13 7 1 - diversified portfolio of other T.Rowe Price stock and bond funds that Out oftofInvestments 190 143 111 = represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 96 Assets Morningstar Style Box,as of 12-31-14(EQ);12-31-14(F-I) target retirement date.The fund is managed based on the specific •U.S.Stocks 57.45 1 g - retirement year(target date 2045)induded in its name and assumes a •Non-U.S.Stocks 28.83 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 9.03 IE AllE 1 diversified underlying holdings. •Cash 3.69 •Other 1.08 1 W Broad Asset Class:Asset Allocation g Blend Growth Ltd Mod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 96 Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category T.Rowe Price Growth Stock 21.19 PIE Ratio 16.68 18.16 16.85 Notes T.Rowe Price Value 20.59 P/B Ratio 2.07 2.58 2.08 T.Rowe Price Intl Gr&Inc 7.86 P/C Ratio 7.48 9.17 7.95 This material is authorized for client use only when preceded or T.Rowe Price Equity Index 500 7.76 GeoAvgCap($mil) 29,624.93 71,441.75 32,466.49 accompanied by a Disclosure Statement,a current plan performance T.Rowe Price Overseas Stock 7.15 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price New Income 6.85 3 Yr Std Dev 9.32 9.59 9.02 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 6.63 3 Yr Sharpe Ratio 1.34 1.61 1.20 T.Rowe Price Emerging Markets Stock 4.50 3 Yr Alpha 1.03 - -0.28 carefully before investing or sending money. T.Rowe Price Real Assets 3.60 3 Yr Beta 1.46 - 1.40 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid-Cap Value 332 3 Yr R-squared 96.00 - 95.26 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 15.40 `1r Cyclical 41.72 30.90 • Morningstar risk score is subtracted from its Morningstar return score.N Total Fund Assets($mil) 7.332.48 Basic •Materials 5.70 3.00 the fund scores in the top 10%of its respective Morningstar category,it Consumer Cyclical 15.30 11.02 receives five stars;if it falls in the next 22.5%,it receives four stars;a �pehtiOnS 0 Financial Services 17.45 14.60 Fund Inception Date 05-31-05 0 Real Estate 3.27 2.28 place in the middle 35%earns it three stars;those in the next 225% Initial Share Class Inception Date 05-31-05 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. v"'Sensitive 33.96 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - jCommunication Services 334 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson El Industrrgyials 4.57 8.0411.17 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technologyhnlo13.514 791 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.76% 12.54 17.91 Net Prospectus Expense Ratio 0.76% -.Defensive 24.32 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % ®113 Hensive 6.13 9.66 Healthcare 14.74 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - 0 Utilities 3.45 3.04 Portfolio Manager(s) C Jerome A.Clark,CFA.MS.,Naval Postgraduate School.B.S.,United Volatility Analysis La -_ States Naval Academy.Since 2005. Investment D V Low Moderate High I = A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. 02015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)isnot warranted tobeaccurate,complete M\ /RNINGS17a - or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. - Release Date:03-31-2015 II T. Rowe Price Retirement 2050 Category Overall Morningstar Rating' Morningstar Return Morningstar Risk Target Date 2046-2050 ***** High Above Average Out of 173 Target Date 2046-2050 funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return over time consistent with Morningstar Rating - ***** ***** an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 18 6 1 - diversified portfolio of other T.Rowe Price stock and bond funds that Out of 1 of Investments 217 173 127 - represent various asset classes and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Assets Morningstar Style Box,as of 12-31-14(EO);12-31-14(F-I) target retirement date.The fund is managed based on the specific •U.S.Stocks 57.50 retirement year(target date 2050)included in its name and assumes a •Non-U.S.Stocks 28.80 retirement age of 65.While the fund is non-diversified,it invests in •Bonds 9.04 i€ ALf 1 diversified underlying holdings. •Cash 3.66 •Other 1.08 It W Broad Asset Class:Asset Allocation Value Blend Growtl ltd Mod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and(ash Equivalents. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category q T.Rowe Price Growth Stock 21.20 P/E Ratio 16.68 18.16 16.89 T.Rowe Price Value 20.64 P/B Ratio 2.07 2.58 2.06 Notes T.Rowe Price Intl Gr&Inc 7.83 P/C Ratio 7.48 9.17 7.98 This material is authorized for dient use only when preceded or T.Rowe Price Equity Index 500 717 GeoAvgCap($mil) 29,632.13 71,441.75 31,410.33 accompanied by a Disdosure Statement,a current plan performance T.Rowe Price Overseas Stock 7.16 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price New Income 6.85 3 Yr Std Dev 9.28 9.59 9.07 your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 6.62 3 Yr Sharpe Ratio 1.35 1.61 1.16 T.Rowe Price Emerging Markets Stock 4.49 3 Yr Alpha 1.01 -0.45 carefully before investing or sending money. T.Rowe Price Real Assets 359 3 Yr Beta 1.45 - 1.39 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid-Cap Value 3.33 3 Yr R-squared 96.00 - 92.54 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings - fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% III To determine a fund's star rating for a given period,the fund's Annual Turnover Ratio% 15.50 Cyclical 41.71 30.90 Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 5,426.88 Basic Materials 5.70 3.00 T.,Consumer Cyclical 15.29 11.02 the fund scores in the top 10%of its respective Morningstar category,it Operations Finandal Services 17.45 14.60 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 12-29-06 r,7.Real Estate 3.27 2.28 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 12-29-06 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. v'Sensitive 33.96 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Q Communication Services 3.34 3.84 0 Energy 3.57 7 Asset Class was developed by Nationwide in conjunction with Ibbotson . 0Industrials 13.51 11.17 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technology 12.54 17.91 or guarantee against loss in a declining market. Gross Prospectus Expense Ratio 0.76% Net Prospectus Expense Ratio 0.76% Defensive 24.33 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Ex .Date % toHenshcareumer Defensive 6.13 9.66 YP P ©Healthcare 14.75 15.44 INSTITUTION-MAY GO DOWN IN VALUE - - - - El Utilities 3.45 3.04 Portfolio Managers) Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.S.,United VolatNitp Analysis States Naval Academy.Since 2006. Investment V Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. I 02015 Morningstar,Inc.All rights reserved.The information contained herein:Ill ispropnietarytoMorningstarand/orits content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ JHININGS1 r or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. m Release Date:03-31-2015 T. Rowe Price Retirement 2055 , Category Overall Morningstar Rating,. Morningstar Return Morningstar Risk Target Date 2051+ ***** High Average Out of 108 Target Date 2051+fund s.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. �- Investment information from Investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks the highest total return overtime consistent with Morningstar Rating - ***** ***** - an emphasis on both capital growth and income.The fund invests in a Fund Rank Percentile 17 13 1 - diversified portfolio of other T.Rowe Price stock and bond funds that Out of#of Investments 180 108 43 - represent various asset Basses and sectors.Its allocation between T. Portfolio Analysis as of 12-31-14 Rowe Price stock and bond funds will change over time in relation to its Composition as of 12-31-14 %Assets target retirement date.The fund is managed based on the specific pMorningstar Style Borg as of 12-31-14(f());12-31-14(1-0 41 U.S.Stocks 5737 1 g retirement year(target date 2055)included in its name and assumes a •Non-U.S.Stocks 28.97 retirement age of 65.While the fundis non-diversified,it invests in •Bonds 9.02 7if AllUg diversified underlying holdings. •Cash 3.64 •Other 1.081 ;i Broad Asset Class:Asset Allocation yaye algid fxowtlk Ltd Nod Ext Asset Allocation is the apportioning of investment funds among categories of assets such as Domestic Equity,International Equity,Fixed Income and Cash Equivalents. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category T.Rowe Price Growth Stock 21.19 P/E Ratio 16.66 18.16 17.09 Notes T.Rowe Price Value 20.59 NB Ratio 2.07 2.58 2.06 T.Rowe Price Intl Gr&Inc 7.94 P/C Ratio 7.47 9.17 8.03 This material is authorized for client use only when preceded or T.Rowe Price Equity Index 500 7.75 GeoAvgCap($mil) 29,625.08 71,441.7S 32,704.90 accompanied by a Disdosure Statement,a current plan performance T.Rowe Price Overseas Stock 7.22 summary,and a fund prospectus and/or informational brochure Risk Measures as of 03-31-15 Port Avg S&P 500 Category containing more complete information.These can be obtained from T.Rowe Price New Income 6.82 3 Yr Std Dev 9..32 9.59 9.30 - your investment professional or your plan's website and should be read T.Rowe Price International Stock Fd 6.65 3 Yr Sharpe Ratio 1.34 1.61 1.22 T.Rowe Price Emerging Markets Stock 4.51 3 Yr Alpha 1.02 - -0.22 carefully before investing or sending money. T.Rowe Price Real Assets 3.54 3 Yr Beta 1.46 - 1.45 Morningstar ratings reflect the reduction of the fund's expense ratio. T.Rowe Price Mid-Cap Value 332 3 Yr R-squared 95.92 - 96.30 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock Holdings fee,which is not reflected in this rating. Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% To determine a fund's star rating fora given period,the fund's Annual Turnover Ratio 96 20.10 `.Cyclical 41.73 30.90 • Morningstar risk score is subtracted from its Morningstar return score.If Total Fund Assets($mil) 1,663.52 Basic Materials 5.69 3.00 the fund scores in the top 10%of its respective Morningstar category,it ( )Consumer Cyclical 15.30 11.02 receives five stars;if it falls in the next 22.5%,it receives four stars;a Opera a do RFeal dal Services 17.49 14.60 I Fund Inception Date 12-29-06 ��Real Estate 315 2.28place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 12-29 06 receive two stars;and the bottom 10%get one star. Advisor T.Rowe Price Associates,Inc. "''Sensitive 33.95 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor - Communication Services 335 3.84 Asset Class was developed by Nationwide in conjunction with Ibbotson 0 Energy 4.57 8.04 Industrials 13.50 11.17 Associates for asset allocation.Asset Allocation does not assure a profit Fees and Expenses as of 10-01-14 0 Technology 1253 17.91 or guarantee against loss in a dedining market. Gross Prospectus Expense Ratio 0.76% Net Prospectus Expense Ratio 0.76% Defensive 24.32 28.14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY CilFEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Waiver Data Type Exp.Date % aConsumer Heealthhcarecare ensive 6.14 9.66 j; 14.73 15.44 I INSTITUTION-MAY GO DOWN IN VALUE - - -- - )j]Utilities 3.45 3.04 Portfolio Manager(s) J tc.%"1 Jerome A.Clark,CFA.M.S.,Naval Postgraduate School.B.5.,United Volatility Analysis 1States Naval Academy.Since 2006. i` :r:, Investment -.4 Ico V Low Moderate High A M Category - In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may �_ experience larger or smaller price dedines or price increases depending on market conditions.Some of this risk maybe offset by owning other - investments with different portfolio makeups or investment strategies. 02015Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete MORNINGSTAR or timely.Neither Morningstar nor its content providers are responsible for any damages or losses adsing from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 Davis NY Venture A Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Large Blend ** Below Average Above Average Out of 1333 Large Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from Investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term growth of capital.Davis Selected Morningstar Rating - ** * ** Advisers,L.P.("Davis Advisors"or the"Adviser"),the fund's investment Fund Rank Percentile 87 71 85 82 adviser,uses the Davis Investment Discipline to invest Davis New York Out of#of Investments 1556 1333 1184 808 Venture Fund's portfolio principally in common stocks(including Portfolio Analysis as of 01-31-15 indirect holdings of common stock through depositary receipts)issued Composition as of 01-31-15 96 Assets Morningstar Style Box"as of 01-31-15 96 Mkt Cap by large companies with market capitalizations of at least$10 billion. •U.S.Stocks 75.42 Historically,the fund has invested a significantportion of its assets in Giant 41.44 Y 9 •Nan U.S.Stocks 21.67 Large 44.19 financial services companies and in foreign companies,and may also •Bonds 1.97 !IllIF Medium 13.01 invest in mid-and small-capitalization companies. •Cash 0.95 Small 1.36 •Other 0.00 Broad Asset Class:Large Cap Stocks Micro 0.00 V�ue BkM Gravth Shares of ownership in large corporations. Notes Top 10 Holdings as of 01-31-15 96 Assets Statistics as of 01-31-15 Stk Port Avg S&P 500 Category This material is authorized for client use only when preceded or Wells Fargo&Co 6.47 P/E Ratio 18.79 18.16 18.01 Bank of New York Mellon Corp 5.98 P/B Ratio 2.13 2.58 2.67 accompanied by a Disclosure Statement,a current plan performance Amazon.com Inc 5.28 P/C Ratio 9.32 9.17 9.83 summary,and a fund prospectus and/or informational brochure American Express Co 5.21 GeoAvgCap(Smil) 51,411.79 71,441.75 102,085.61 containing more complete information.These can be obtained from Berkshire Hathaway Inc Class A 4.78 your investment professional or your plan's website and should be read Risk Measures as of 03-31-15 Port Avg S&P 500 Category carefully before investing or sending money. Liberty Global PLC Class C 3.89 3 Yr Std Dev 10.66 9.59 10.06 Express Scripts Holding Co 3.18 3 Yr Sharpe Ratio 1.27 1.61 1.43 Morningstar ratings reflect the reduction of the fund's expense ratio. UnitedHealth Group Inc 3.44 3 Yr Alpha -2.96 - -1.20 However,your plan may charge an administrative fee and/or plan-level Google Inc Class A 3.09 3 Yr Beta 1.07 - 1.01 fee,which is not reflected in this rating. Google Inc Class C 3.06 3 Yr R-squared 92.94 - 92.75 To determine a fund's star rating for a given period,the fund's Total Number of Stock Holdings 60 1 Morningstar Sectors as of 01-31-15 %Fund 58 P 500% • Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Bond Holdings the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio 96 20.00 Cyclical 54.39 30.90 receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets($mil) 17,556.58 >` Basic Materials 6.32 3.00 Consumer Cyclical 13.69 11.02 place in the middle 35%earns it three stars;those in the next 22.5% Operations Financial Services 33.61 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 02-17-69 Real Estate 0.77 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 02-17-69 w Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor Davis Selected Advisers LP Sensitive 28.59 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor Davis Selected Advisers(New York)Inc. n Communication Services 4.73 3.84 El or guarantee against loss in a declining market. Industrialst Energy5.09 8.04 6.63 11.17 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fees and Expenses as of 12-01-14 El Technology 12.14 17.91 Gross Prospectus Expense Ratio 0.86% FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.86% Defensive 17.03 28.14 INSTITUTION-MAY GO DOWN IN VALUE ®Consumer Defensive 4.34 9.66 Waiver Data Type Exp.Date % Q Healthcare 12.69 15.44 - - - - ®Utilities 0.00 3.04 Portfolio Manager(s) Christopher C.Davis.M.A.,University of St.Andrews,Scotland,1987. YolatNitir Analysis Since 1995. Investment Danton Goei.M.B.A.,University of Pennsylvania(Wharton),1997.BA., • Georgetown University,1992.Since 2014. ! Low Moderate High I A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. I C 2015 Morningstar,Inc./di rights reserved.The information contained herein:(1)is proprietary to Momingstar and/or its content providers;(2)may not be copied ordistributed;and(3)is not warranted to be accurate,complete M\ /RNINGST -- or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 Fidelity OTC Category Overall Morningstar Rating. Morningstar Return Morningstar Risk II9 Large Growth ***** High High Out of 1551 Large Growth funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment information from Investment's prospectus Morningstar Proprktary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks capital appreciation.The fund invests primarily in Morningstar Rating - ***** ***** ***** common stocks.It normally invests at least 80%of assets in securities Fund Rank Percentile 9 3 2 1 principally traded on NASDAQ or an over-the-counter(OTC)market, Out of#of Investments 1714 1551 1328 915 which has more small and medium-sized companies than other Portfolio Analysis as of 02-28-15 markets.The fund invests more than 25%of total assets in the Composition as of 02-28-15 %Assets Morningstar Style Bop as of 02-28-15 %Mkt Cap technology sector.It invests in domestic and foreign issuers.The fund •U.S.Stocks 86.98 Giant 37.13 invests in either"growth"stocks or"value"stocks or both.It is non- ••Non-U.S.Stocks 11.80 Large 16.25 diversified. •Bonds 0.00 / •Cash 0.23 Medium 31.06 I BroadAsset Clots:Large Cap 5todts •Other1,00 Small11.65 Micro 3.91 Shares of ownership in large corporations. vatre brawn Notes This material is authorized for client use only when preceded or Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 Stk Port Avg S&P 500 Category Apple Inc 10.29 P/E Ratio 22.70 18.16 20.71 accompanied by a Disclosure Statement,a current plan performance P/B Ratio 3.86 2.58 4.19 summary,and a fund prospectus and/or informational brochure Amazon.com Inc 5.78 P P Groupon Inc 4.14 P/C Ratio 10.87 9.17 11.40 containing more complete information.These can be obtained from Google Inc Class C 3.80 GeoAvgCap(Smil) 26,966.19 71,441.75 75,248.27 your investment professional or your plan's website and should be read Google Inc Class A 3.71 - carefully before investing or sending money. Risk Measures as of 03-31-15 Port Avg S&P 500 Category Backspace Hosting Inc 3.64 3 Yr Std Dev 14.18 9.59 10.87 Morningstar ratings reflect the reduction of the fund's expense ratio. Facebook Inc Class A 3.06 3 Yr Sharpe Ratio 1.32 1.61 1.36 �- However,your plan may charge an administrative fee and/or plan-level Activision Blizzard Inc 2.35 3 Yr Alpha 1.51 - -1.14 fee,which is not reflected in this rating. AthenaHealth Inc 2.28 3 Yr Beta 1.12 - 1.02 To determine a fund's star rating for a given period,the fund's Microsoft Corp 2.22 3 Yr R-squared 56.83 - 82.02 Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Stock Holdings 181 - Total Number of Bond Holdings Morningstar Sectors as of 02-28-15 %Fund S&P 500% the fund scores in the top 10%of its respective Morningstar category,it • receives five stars;if it falls in the next 22.5%,it receives four stars;a Annual Turnover Ratio% 106.00 *Cyclical 17.38 30.90 place in the middle 35%earns itthree stars;those in the next 22.5% Total Fund Assets(Snip 13,107.90 Basic Materials 0.63 3.00 receive two stars;and the bottom 10%get one stat =ue Consumer Cyclical 14.05 11.02 Operations Real Services 2.70 14.60 The Broad Asset Class identifies a fund's investment style.The Broad Fund Inception Date 12-31-84 0 Real Estate 0.00 2.28 Asset Class was developed by Nationwide in conjunction with Ibbotson Initial Share Class Inception Date 12-31-84 Advisor Fidelity Management&Research r"Sensitive 61.29 40.96 Associates for asset allocation.Asset Allocation does not assure a profit or guarantee against loss in a declining market. Company 0 Communication Services 1.40 3.84 Subadvisor FMR Co.,Inc.(FMK) El Energy 0.42 8.04 i- NOT A DEPOSIT NOT FDIC INSURED-NOT INSURED BY ANY FMR Investment Management(U.K.) 0Industrials 2.26 11.17 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Limited El Technology 57.21 17.91 INSTITUTION-MAY GO DOWN IN VALUE Fidelity Management&Research(HK) -.Defensive 21.34 28.14 Fidelity Management&Rsrch(Japan) ®Consumer Defensive 3.88 9.66 Inc Healthcare 17.46 15.44 ®Utilities 0.00 3.04 Fees and Expenses as of 09-29-14 Gross Prospectus Expense Ratio 0.77% Volatility Analysis +( '�J7 Net Prospectus Expense Ratio 0.77% Investment tiv ) Waiver Data Type Exp.11ate % II - - - - I Low I Moderate High n_1 -- A - Portfolio Manager(s) Category Gavin Baker.M.S.,Dartmouth College,1999.Since 2009. In the past,this investment has shown a wide range of price fluctuations relative to other investments.This investment may experience significant price increases in favorable markets or undergo large price dedines in adverse markets.Some of this risk may be offset by owning other investments that follow different investment strategies. S . C 2015 Morningstar,Inc.All rights reserved.The information contained herein:(TI is proprietary to Momlngstaraod/o,its content providers;12)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6� or timely.Neither Morningstar nor Its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 Hartford Capital Appreciation HLS IA Category Overall Morningstar Rating", Morningstar Return Morningstar Risk Large Blend *** Above Average High Out of 1333 Large Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from Investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks growth of capital.The fund normally invests at Morningstar Rating - **** ** **** least 65%of its net assets in common stocks of small,medium and Fund Rank Percentile 65 24 65 6 large companies.It may also invest up to 35%of its net assets in equity Out of#of Investments 1556 1333 1184 808 securities of foreign issuers and non-dollar securities,including Portfolio Analysis as of 01-31-15 companies that conduct their principal business activities in emerging Composition as of 01-31-15 %Assets Morningstar StyleBoxrM as of 01-31-15 %Mkt Cap markets or whose securities are traded principally on exchanges in •U.S.Stocks 76.34 Giant 37.22 emerging markets.The fund may trade securities actively. •Non-U.S.Stocks 20.19 Large 31.20 •Bonds 0.00 7 I Medium 23.54 Broad Asset Class:Large Cap Stocks •Cash 1.84 Shares of ownership in large corporations. •Other 1.63 1 Small 5.93 Micro 2.11 Notes vaw,e Ills d Growls This material is authorized for dient use only when preceded or accompanied by a Disdosure Statement,a current plan performance Top 10 Holdings as of 01-31-15 %Assets Statistics as of 01-31-15 5tk Port Avg S&P 500 Category summary,and a fund prospectus and/or informational brochure Bristol-Myers Squibb Company 3.35 P/E Ratio 17.61 18.16 18.01 P P Apple Inc 2.23 P/B Ratio 2.27 2.58 2.67 containing more complete information.These can be obtained from Actavis PLC 1.63 P/C Ratio 9.65 9.17 9.83 your investment professional or your plan's website and should be readMerck&Co Inc 1.61 GeoAvgCap(Smil) 28,795.51 71,441.75 102,085.61 carefully before investing or sending money. JPMorgan Chase&Co 1.41 Morningstar ratings reflect the reduction of the fund's expense ratio. Risk Measures as of 03-31-15 Port Avg S&P 500 Category 9 9 P AstraZeneca PLC 1.41 3 Yr Std Dev 11.16 9.59 10.06 However,your plan may charge an administrative fee and/or plan-level Intel Corp 1.36 3 Yr Sharpe Ratio 1.42 1.61 1.43 fee,which is not reflected in this rating. Google Inc Class C 1.35 3 Yr Alpha -1.12 - -1.20 To determine a fund's star rating for a given period,the fund's Activision Blizzard Inc 1.32 3 Yr Beta 1.10 - 1.01 Morningstar risk score is subtracted from its Morningstar return score.If Microsoft Corp 1.31 3 Yr R-squared 89.02 - 92.75 the fund scores in the top 10%of its respective Morningstar category,it Total Number of Stock Holdings 376 Morningstar Sectors as of 01-31-15 %Fund S&P 500% receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Number of Bond Holdings - • place in the middle 35%earns it three stars;those in the next 22.5% Annual Turnover Ratio% 89.00 ` ,Cyclical 31.47 30.90 4.27 3.00 Total Fund Assets(Smil) 7,188.40 Basic Materials receive two stars;and the bottom 10%get one star. .2 Consumer Cyclical 12.90 11.02 The Broad Asset Class identifies a fund's investment style.The Broad Operations 7 Financial Services 12.97 14.60 Asset Class was developed by Nationwide in conjunction with Ibbotson Fund Inception Date 04-02-84 CI Real Estate 1.33 2.28 Associates for asset allocation.Asset Allocation does not assure a profit Initial Share Class Inception Date 04-02-84 No Sensitive 43.29 40.96 or guarantee against loss in a declining market. Advisor Hartford Funds Management Company, LLC Fl Communication Services 1.60 3.84 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Subadvisor Wellington Management Company LLP ii Energy 6.16 8.04 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE ICI Industrials 11.35 11.17 INSTITUTION-MAY GO DOWN IN VALUE Fees and Expenses as of 05-01-14 Technology 24.18 17.91 Gross Prospectus Expense Ratio 0.67% --Defensive 25.23 28.14 Net Prospectus Expense Ratio 0.67% ®Consumer Defensive 5.60 9.66 Waiver Data Type Exp.Date % 0 Healthcare 18.2115.44 Q Utilities 1.42 3.04 Portfolio Manager(s) Volatility Analysis Saul J.Pannell,CFA.M.B.A.,Harvard University,1974.B.A.,Harvard Investment University,1912.Since 1991. Peter I.Higgins,CFA.M.B.A.,University of Pennsylvania(Wharton), I Low I Moderate High 1988.B.A./B.S.,University of Pennsylvania,1984.Since 2007. A Category In the past,this investment has shown a wide range of price fluctuations relative to other investments.This investment may experience significant price increases in favorable markets or undergo large price declines in adverse markets.Some of this risk may be offset by owning other investments that follow different investment strategies. 8 ©2015 Morningstar,Inc.All rights reserved.The information contaMed herein:(I)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and 13)is not warranted to be accurate,complete M\ /RNINGSIAIr or timely.Neither Momingstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance Is no guarantee of future results. Release Date:03-31-2015 i- Principal Large Cap Growth Inst _ Category Overall Morningstar Rating., Morningstar Return Morningstar Risk !_ Large Growth *** Average Average Out of 1551 Large Growth funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistics -- Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term growth of capital.The fund normally Morningstar Rating - *** *** *** ®= invests at least 80%of its net assets,plus any borrowings for Fund Rank Percentile 29 43 51 43 investment purposes,in equity securities of companies with large Out of B of Investments 1714 1551 1328 915 _ market capitalizations at the time of each purchase.It invests in growth Portfolio Analysis as of 02-28-15 equity securities;growth orientation emphasizes buying equity - Composition as of 02-28-15 %Assets Morningstar StyleBox.as of 02-28-15 %Mkt Cap -- securities of companies whose potential for growth of capital and _ eamin s is expected to be above average. •U.S.Stocks 91.85 Giant 36.77 9 P 9 •Non-U.S.Stocks 6.64 •Bonds 0.00 I Large 44.59 7 Medium 18.63 Past name:Principal Inv LargeCap Growth!WI. •Cash 1.55 Small 0.00 Broad Asset Class:Large Cap Stocks III Other 0.00 Micro 0.00 =- Shares of ownership in large corporations. GrowTh Notes Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 Stk Port Avg S&P 500 Category This material is authorized for client use only when preceded or Apple Inc 6.89 P/E Ratio 19.46 18.16 20.71 -- lu accompanied by a Disclosure Statement,a current plan performance Gilead Sdences Inc 4.41 P/B Ratio 4.12 2.58 4.19 summary,and a fund prospectus and/or informational brochure PPG Industries Inc 189 P/C Ratio 10.75 9.17 11.40 containing more complete information.These can be obtained from MasterCard Inc Class A 3.17 GeoAvgCap($mil) 49,296.69 71,441.75 75,248.27 = your investment professional or your plan's website and should be read McKesson Corp 3.13 RiskrMeasures as of 0331 15 Port Avg S&P 500 Category carefully before investing or sending money. Nike Inc Class B 3.06 3 Yr Std Dev 10.86 1 9.59 10.87 Morningstar ratings reflect the reduction of the fund's expense ratio. Visa Inc Class A 3.03 3 Yr Sharpe Ratio 1.38 1.61 1.36 FaceboHowever,your plan may charge an administrative fee and/or plan-level iogen Bok Inc Class A 3.03 3 Yr Alpha 0.04 - 1.14 = Biogen IdecInc 2.53 3 Yr Beta 0.97 - 1.02 PLC fee,which is not reflected in this rating. Actavis PLC 2.53 3 Yr R-squared 73.30 - 82.02 To determine a fund's star rating for a given period,the fund's Total Number of Stock Holdings 54 Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Bond Holdings - Morningstar Sectors as of 02-28-15 %Fund S&P 500% the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio% 57.70 n..Cyclical 38.56 30.90 • receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets($mil) 3,443.59 Q Basic Materials 5.05 3.00 - place in the middle 35%earns it three stars;those in the next 22.5% C Consumer Cyclical 20.63 11.02 receive two stars;and the bottom 10%get one star. Operations 0 Finandal Services 12.88 14.60 ■_ Fund Inception Date 03-01-01 0 Real Estate 0.00 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 12-06-00 - Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor Principal Management Corp vo Sensitive 33.10 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor Columbus Circle Investors 0 Communication Services 0.00 3.84 _ or guarantee against loss in a dedining market. 0 Energy 1.10 8.04 NOTA DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fees and Expenses as of 03-01-15 ElIndh21.35 35 17.9117. 7 TechnologyEl tio Gross Prospectus Expense Ratio 0.65% 21. FEDERALGOVERNMENTAGENCY-NOTGUARANTEEDBYTHE Net Prospectus Expense Ratio 0.65% Defensive 28.34 28.14 INSTITUTION-MAY GO DOWN IN VALUEMil Waiver Data Type Exp.Date % ®Consumer Defensive 6.11 9.66 _ ©Healthcare 22.23 15.44 - - - - 0 Utilities 0.00 3.04 �- Portfolio Manager(s) -_ Anthony Rizza,CFA.B.S.,University of Connecticut,1986.Since 2005. Volatility Analysis U" Thomas J.Bisighini,CFA.M.B.A.,Fordham University,1984.B.S., Investment entley College,1982.Since 2009. - ' t Low Moderate High I i'l Sr A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may - experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. _ II (n2015 Morningstar,Inc.All rights reserved.The information contained herein:Ii)Is proprietary toMorningsn.orand/or its content providers;12)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ 1RNIN6� or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. �- Release Date:03-31-2015 111 T. Rowe Price Equity Income Category Overall Morningstar Rating• Morningstar Return Morningstar Risk Large Value *** Average Average Out of 1125 Large Value funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment information from investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks a high level of dividend income and long-term Morningstar Rating - *** *** *** capital growth primarily through investments in stocks.The fund will Fund Rank Percentile 90 75 65 49 normally invest at least 80%of its net assets(induding any borrowings Out of N of Investments 1305 1125 991 689 for investment purposes)in common stocks,with an emphasis on large- Portfolio Analysis as of 12-31-14 capitalization stocks that have a strong track record of paying dividends Composition as of 12-31-14 %Assets Morningstar Style Box•as of 12-31-14 %Mkt Cap or that are believed to be undervalued.It generally seeks investments in •U.S.Stocks 87.57 large-capitalization companies and the fund'syield,which reflects theGiant 40.56 p p •Non-U.S.Stadks 4.30 Large 32.33 level of dividends paid by the fund,is expected to normally exceed the •Bonds 0.59 E Medium 26.38 yield of the S&P 500 Stock Index. •Cash 6.74 Small 0.73 •Other 0.80 Micro 0.00 Broad Asset Class:Large Cap Stocks Value Blend Growth Shares of ownership in large corporations. Notes Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category This material is authorized for client use only when preceded or JPMorgan Chase&Co 2.66 P/E Ratio 15.78 18.16 16.87 accompanied bya Disclosure Statement,a currentplan performance General Electric Co 2.65 P/B Ratio 1.85 2.58 2.03 P p Wells Fargo&Co 2.20 P/C Ratio 6.03 9.17 9.50 summary,and a fund prospectus and/or informational brochure GeoAvgCap(Smil) 46,816.89 71,441.75 84,258.43 Chevron Corp 1.87 containing more complete information.These can be obtained from U.S.Bancorp 1.83 your investment professional or your plan's website and should be read Risk Measures as of 03-31-15 Port Avg S&P 500 Category carefully before investing or sending money. Exxon Mobil Corporation 1.74 3 Yr Std Dev 9.42 9.59 10.14 Bank of America Corporation 1.74 3 Yr Sharpe Ratio 1.37 1.61 1.39 Morningstar ratings reflect the reduction of the fund's expense ratio. Johnson&Johnson 1.61 3 Yr Alpha -1.76 - -1.48 However,your plan may charge an administrative fee and/or plan-level Illinois Tool Works Inc 1.57 3 Yr Beta 0.95 - 1.00 fee,which is not reflected in this rating. PNC Financial Services Group Inc 1.52 3 Yr R-squared 94.15 - 90.04 To determine a fund's star rating for a given period,the fund's Total Number of Stock Holdings 115 Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% • Morningstar risk score is subtracted from its Morningstar return score.If 9 the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio% 9.70 Cyclical 39.38 30.90 receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets(Smit) 29,546.21,Basic Materials 5.67 3.00 ", ,Consumer Cyclical 13.61 11.02 place in the middle 35%earns it three stars;those in the next 22.5% Operations ir,Financial Services 19.58 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 10-31-85 "Real Estate 0.52 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 10-31-85 Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor T.Rowe Price Associates,Inc �"Sensitive 42.00 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor - Q Communication Services 4.91 3.84 04 orguarantee against loss in a decliningmarket. 0I Energy 13.19 8.11 9 �Industrials 13.07 11.17 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fees and Expenses as of 05-01-14 0 Technology 10.83 17.91 Gross Prospectus Expense Ratio 0.67% FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.67% Defensive 18.61 28.14 INSTITUTION-MAY GO DOWN IN VALUE ®Consumer Defensive f 4.56 9.66 Waiver Data Type Exp.Date % ©Healthcare 7.11 15.44 - - - - 0 Utilities 6.94 3.04 Portfolio Manager(s) Brian C.Rogers,CIC.M.B.A.,Harvard Business School.A.B.,Harvard Volatility Analysis University.Since 1985. Investment • Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. I ®2015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6 or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 Vanguard Institutional Index Instl PI __ Category Overall Morningstar Rating. Morningstar Return Morningstar Risk , Large Blend **** Above Average Average Out of 1333 Large Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. -- Investment Information from investment's prospectus Morningstar Proprietary Statistics =- Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks to track the performance of a benchmark index Morningstar Rating - **** **** **** -_ that measures the investment return of large-capitalization stocks.The Fund Rank Percentile 20 29 18 22 fund employs an indexing investment approach designed to track the Out of A of Investments 1556 1333 1184 808 -_ performance of the Standard&Poor's 500 Index,a widely recognized Portfolio Analysis as of 02-28-15 _ benchmark of U.S.stock market performance that is dominated by the Composition as of 02-28-15 %Assets Morningstar Style Boxy■as of 02-28-15 %Mkt Cap stocks of large U.S.companies.It attempts to replicate the target index •U.S.Stocks 98.27 1 Giant 51.95 by investing all,or substantially all,of its assets in the stocks that make •Non-U.S.Stocks 1.07 Large35.83 -- up the index,holding each stock in approximately the same proportion •Bonds 0.00ff Medium 12.12 as its weighting in the index. •Cash 0.54 Small 0.10 •Other 0.11 [ !- Micro 0.00 Broad Asset Class:Large Cap Stocks BaMte Blend 6rowlh Shares of ownership in large corporations. - Notes Notes Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 5tk Port Avg S&P 500 Category =- This material is authorized for client use only when preceded or Apple Inc 4.01 P/E Ratio 18.50 18.16 18.01 Exxon Mobil Corporation 2.00 P/B Ratio 2.63 2.58 2.67 accompanied by a Disclosure Statement,a current plan performance Microsoft Corp 1.93 P/C Ratio 9.22 9.17 9.83 - summary,and a fund prospectus and/or informational brochure Johnson&Johnson 1.53 GeoAvgCap($mil) 73,777.13 71,441.75 102,085.61 -_ containing more complete information.These can be obtained from =-General Electric Co 1.39 your investment professional or your plan's website and should be read Risk Measures as of 03-31-15 Port Avg S&P 500 Category - Wells carefully before investing or sending money. Wells Fargo&Co 1.38 3 Yr Std Dev 9.58 9.59 10.06 =_ Berkshire Hathaway Inc Class B 1.35 3 Yr Sharpe Ratio 1.61 1.61 1.43 _ Morningstar ratings reflect the reduction of the fund's expense ratio. Procter&Gamble Co 1.23 3 Yr Alpha 0.00 - -1.20 - However,your plan may charge an administrative fee and/or plan-level JPMorgan Chase&Co 1.22 3 Yr Beta 1.00 - 1.01 fee,which is not reflected in this rating. Pfizer Inc 1.15 3 Yr R-squared 100.00 - 92.75 To determine a fund's star ratingfor agivenperiod,the fund's Total Number of Stock Holdings 503 Total Number of Bond gMorningstar Sectors as of 02-28-15 %Fund S&P 500% �- Morningstar risk score is subtracted from its Morningstar return score.If Holdings - _- the fund scores in the top 10%of its respective Morningstar category,it Annual Turnover Ratio% 4.00 '%Cyclical 30.72 30.90 • receives five stars;if it falls in the next 22.5%,it receives four stars;a Total Fund Assets(Smil) 193,811.27 Ci Basic Materials 3.12 3.00 place in the middle 35%earns it three stars;those in the next 22.5% Consumer Cyclical 10.87 11.02 Operations El Financial Services 14.60 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 07-07-97 0 Real Estate 2.13 2.28 The Broad Asset Class identifies a fund's investment style.The Broad Initial Share Class Inception Date 07-31-90Mil Asset Class was developed by Nationwide in conjunction with Ibbotson Advisor Vanguard Group,Inc. v'Sensitive 41.36 40.96 Associates for asset allocation.Asset Allocation does not assure a profit Subadvisor - Communication Services 3.95 3.84 13 Energy 8.15 8.04 or guarantee against loss in a declining market. El Industrials 11.12 11.17 • NOTADEPOSIT-NOTFDICINSURED-NOTINSUREDBYANY Fees and Expenses as of 04-28-14 13 Technology 18.14 17.91 �- Gross Prospectus Expense Ratio 0.02% FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.02% Defensive 27.94 28.14 = INSTITUTION-MAY GO DOWN IN VALUE ®Consumer Defensive 9.74 9.66 Waiver Data Type Exp.Date % ©Healthcare 15.18 15.44 - - - - 0 Utilities 3.02 3.04 - Portfolio Manager(s) _ Donald M.Butler,CFA.B.5.,Shippensburg University.B.A., Volatility Analysis 4 i5 Shippensburg University.Since 2000. L Investment L t1 �_ V it' C Low Moderate High II a) f A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. �- - !- - ._ � rpp ._ ®2015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not lhe copied or distributed;and(3)is not warranted to be accurate,complete M\n/RNINSIAI or timely.Neither Morningstar nor its content providers are responsible for any damages on losses arising from any use of this information.Past performance Is no guarantee of future results. Release Date:03-31-2015 Vanguard PRIMECAP Adm II Category Overall Morningstar Rating.' Morningstar Return Morningstar Risk Large Growth ***** High Below Average Out of 1551 Large Growth funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistic Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term capital appreciation.The fund invests Morningstar Rating - ***** ***** ***** in stocks considered to have above-average earnings growth potential Fund Rank Percentile 26 1 11 6 that is not reflected in their current market prices.Its portfolio consists Out of N of Investments 1714 1551 1328 915 predominantly of large-and mid-capitalization stocks. Portfolio Analysis as of 12-31-14 Broad Asset Class:Large Cap Stocks Composition as of 12-31-14 %Assets Morningstar Style Box.'as of 12-31-14 96 Mkt Cap Shares of ownership in large corporations. •U.S.Stocks 84.23 1 Giant 48.71 •Non-U.S.Stocks 10.73 Large 44.44 Notes •Bonds 0.00 . Medium 6.26 •Cash 5.04 This material is authorized for client use only when preceded or •Other 0.00 Small 0.58 accompanied by a Disclosure Statement,a current plan performance Micro 0.00 summary,and a fund prospectus and/or informational brochure Value end Growth containing more complete information.These can be obtained from your investment professional or your plan's website and should be read Top 10 Holdings as of 12-31-14 96 Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category carefully before investing or sending money. Biogen Ides Inc 7.28 P/E Ratio 18.53 18.16 20.71 Amgen Inc 5.44 P/B Ratio 3.40 2.58 4.19 Morningstar ratings reflect the reduction of the fund's expense ratio. Eli Lilly and Co 4.32 P/C Ratio 12.56 9.17 11.40 However,your plan may charge an administrative fee and/or plan-level Texas Instruments Inc 3.96 GeoAvgCap($mil) 65,150.78 71,441.75 75,248.27 fee,which is not reflected in this rating. Microsoft Corp 3.91 Risk Measures as of 03-31-15 Port Avg S&P 500 Category To determine a fund's star rating for a given period,the fund's FedEx Corp 3.66 3 Yr Std Dev 9.56 9.59 10.87 Morningstar risk score is subtracted from its Morningstar return score.If Adobe Systems Inc 3.64 3 Yr Sharpe Ratio 2.06 1.61 1.36 the fund scores in the top 1O%of its respective Morningstar category,it Roche Holding AG Dividend Right Cert. 3.42 3 Yr Alpha 5.29 - -1.14 receives five stars;if it falls in the next 22.5%,it receives four stars;a Southwest Airlines Co 3.14 3 Yr Beta 0.93 - 1.02 place in the middle 35%earns it three stars;those in the next 22.5% Novartis AG ADR 2.50 3 Yr R squared 87.72 - 82.02 receive two stars;and the bottom 10%get one star. Total Number of Stock Holdings 124 Total Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% S The Broad Asset Class identifies a fund's investment style.The Broad Annual Turnover Ratio% 11.00 n Cyclical 16.20 30.90 Asset Class was developed by Nationwide in conjunction with Ibbotson Total Fund Assets($mil) 47,392.18 Associates for asset allocation.Asset Allocation does not assure a profit C Basic Materials 2.46 3.00 or guarantee against loss in a dedining market. El ConsumerFinancialCyclicales 7.06 11.024 O�eratiaaS � Services 6.68 14.60 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Fund Inception Date 11-12-01 0 Real Estate 0.00 2.28 Initial Share Class Inception Date 11-01-84 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Advisor PRIMECAP Management Company v''Sensitive 52.77 40.96 INSTITUTION-MAY GO DOWN IN VALUE Subadvisor - O Communication Services 1.68 3.84 0 Energy 2.79 8.04 Fees and Expenses as of 01-27-15 0 Industrials 16.39 11.17 Gross Prospectus Expense Ratio 0.35% Technology 31.91 17.91 Net Prospectus Expense Ratio 0.35% Defensive 31.02 28.14 Waiver Data Type Exp.Date % ®Consumer Defensive 0.06 9.66 ©Healthcare 30.96 15.44 - - - II Utilities 0.00 3.04 Portfolio Managers) Theo A.Kolokotrones.M.B.A.,Harvard University.B.A.,University of y%lap ,Analysis Chicago.Since 1985. Investment Joel P.Fried.M.B.A.,University of CaliforniaLos Angeles(Anderson). B.S.,University of CaliforniaLos Angeles.Since 1988. I Low Moderate High A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk maybe offset by owning other investments with different portfolio makeups or investment strategies. 9 C 2015 Morningstar,Inc All right resented.The information contained herein:(1)is propdetary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ JRNIN6Y1Nr or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 11 Perkins Mid Cap Value Fund - Class N Category Overall Morningstar Ratingd Morningstar Return Morningstar Risk Mid-Cap Value - - - Investment Information from investments prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks capital appreciation.The fund primarily invests in Morningstar Rating - - - -- the common stocks of mid-sized companies whose stock prices the Fund Rank Percentile 74 - - - portfolio managers believe to be undervalued.It invests at least B0%of Out of U of Investments 457 - - - its net assets in equity securities of companies whose market capitalization falls,at the time of purchase,within the 12-month Portfolio Analysis as of 12-31-14 average of the capitalization range of the Russell Midcap Value Index. Composition as of 12-31-14 %Assets Morningstar Style Boar■as of 12-31-14 %Mkt Cap This average is updated monthly.The fund may invest,under normal •U.S.Stocks 91.30 ' I Giant 2.41 circumstances,up to 20%of its net assets in securities of companies •Non-U.S.Stocks 5.05 Large 33.57 •Bonds 0.00 -111F 1 having market capitalizations outside of the aforementioned market •Cash 3.64 Medium 50.95 capitalization ranges. •Other 0.00 1 Small 13.07 Micro 0.00 Broad Asset Class:Mid Cap Stocks Yam Blend Growth Shares of ownership in mid-sized corporations. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category Notes PPL Corp 3,06 P/E Ratio 17.73 18.16 15.73 This material is authorized for client use only when preceded or Alliant Energy Corp 2.88 P/B Ratio 2.21 2.58 1.70 accompanied by a Disclosure Statement,a current plan performance Republic Services Inc Class A 2.45 P/C Ratio 9.74 9.17 7.67 summary,and a fund prospectus and/or informational brochure Casey's General Stores Inc 2.39 GeoAvgCap(Smil) 10,674.27 71,441.75 9,637.19 containing more complete information.These can be obtained from Allstate Corp 2.27 Risk Measures as of 03-31-15 Port Avg S&P 500 Category your investment professional or your plan's website and should be read Marsh&McLennan Companies Inc 2.12 3 Yr Std Dev - - - carefully before investing or sending money. Crown Holdings Inc 1.88 3 Yr Sharpe Ratio - - - Morningstar ratings reflect the reduction of the fund's expense ratio. Laboratory Corp of America Hldgs 1.79 3 Yr Alpha - - - - - However,your plan may charge an administrative fee and/or plan-level Rogers Communications Inc Class B 1.68 3 Yr Beta - - AGL Resources Inc 1.65 3 Yr R-squared fee,which is not reflected in this rating. Total Number of Stock Holdings 98 To determine a fund's star rating for a given period,the fund'sTotal Number of Bond Holdings - Morningstar Sectors as of 12-31-14 %Fund S&P 500% Morningstar risk score is subtracted from its Morningstar return score.NAnnual Turnover Ratio% 51.00 Cyclical 40.92 30.90 • the fund scores in the top 10%of its respective Morningstar category,it Total Fund Assets($mil) 6,761.51 Basic Materials 2.87 3.00 receives five stars;if it falls in the next 22.5%,it receives four stars;a Consumer Cyclical 7.36 11.02 place in the middle 35%earns it three stars;those in the next 22.5% Operations fi Financial Services 20.34 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 05-31-12 7.1 Real Estate 10.35 2.28 Initial Share Class Inception Date 08-12-98 s,,Sensitive 29.82 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Advisor Janus Capital Management LLC Asset Class was developed by Nationwide in conjunction with Ibbotson Subadvisor Perkins Investment Management LLC. fl Communication Services 1.75 3.84 Associates for asset allocation.Asset Allocation does not assure a profit 0 Energy 5.68 8.04 or guarantee against loss in a declining market. 0Industrials 12.90 11.17 Fees and Expenses as of 10-28-14 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Gross Prospectus Expense Ratio 0.49% Technology 9.49 17.91 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.49% Defensive 29.28 28.14 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % ®Consumer Defensive 10.12 9.66 ©Healthcare 11.28 15.44 - - - - ®Utilities 7.88 3.04 Portfolio Manager(s) Thomas M.Perkins.B.A.,Harvard University.Since 1998. Volatility Analysis Kevin Preloger.B.A.,Northwestern University.Since 2013. Low + Moderate I High • Category The volatility measure is not displayed for investments with fewer than three years of history.The category average,however,is shown above. e 2015 Momingstar,Inc All rights reserved.The information contained herein;(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6SIr91 or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of tins information.Past performance is no guarantee of future results. Release Date:03-31-2015 Vanguard Capital Opportunity Adm ili 1 Category Overall Morningstar Rating' Morningstar Return Morningstar Risk Large Growth ***** High Above Average Out of 1551 Large Growth funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment I nforntation from investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term capital appreciation.The fund invests Morningstar Rating - ***** **** ***** mainly in U.S.stocks,with an emphasis on companies that are Fund Rank Percentile 13 1 14 4 considered to have prospects for rapid earnings growth.It does not Out af#of Investments 1714 1551 1328 915 focus on companies of any particular size,however,the advisor may pfgo Analysis as of 12-31-14 emphasize mid cap stocks.The fund's investment advisor uses Composition as of 12-31-14 %Assets Morningstar Style Box■as of 12-31-14 96 Mkt Cap fundamental research to identify stocks that are expected to •U.S.Stocks 82.95 outperform the market over a three-to five-year time horizon and that Large 30.6011 P Y •Non-U.-�Stocks 11.55 Large 41.51 are available at attractive prices relative to their fundamental values. •Bonds 0.00 I Medium 23.83 •Cash 5.50 L Small 3.34 Broad Asset Class:Mid Cap Stocks •Other 0.00 1 Shares of ownership in mid-sized corporations. Micro 0.72 -_ Value Blend Growth Notes This material is authorized for client use only when preceded or Top 10 Holdings as of 12-31-14 96 Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category _ accompanied by a Disclosure Statement,a current plan performance Biogen Idec Inc 6.83 P/E Ratio 19.24 18.16 20.71 summary,and a fund prospectus and/or informational brochure Amgen Inc 538 P/ Ratio 3.34 2.58 4.19 Eli Lilly and Co 3.66 P/CC Ratio 12.92 9.17 11.40 containing more complete information.These can be obtained from Southwest Airlines Co 3.36 GeoAvgCap(Smil) 32,156.40 71,441.75 75,248.27 your investment professional or your plan's website and should be read Biomarin Pharmaceutical Inc 3.13 carefully before investing or sending money. Risk Measures as of 03-31-15 Port Avg S&P 500 Category _ Roche Holding AG Dividend Right Cert. 3.08 3 Yr Std Dev 11.03 9.59 10.87 Morningstar ratings reflect the reduction of the fund's expense ratio. FedEx Corp 2.90 3 Yr Sharpe Ratio 1.98 1.61 1.36 However,your plan may charge an administrative fee and/or plan-level Adobe Systems Inc 2.18 3 Yr Alpha 6.76 - -1.14 fee,which is not reflected in this rating. Novartis AG ADR 2.10 3 Yr Beta 0.98 - 1.02 To determine a fund's star rating for a given period,the fund's Monsanto Co 2.07 3 Yr R squared 72.02 - 82.02 Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Stock Holdings 136 the fund scores in the top 10%of its respective Morningstar category,it Total Number of Bond Holdings - Morningstar Senors as of 12-31-14 %Fund S&P 500% receives five stars;if it falls in the next 22.5%,it receives four stars;a Annual Turnover Ratio 96 7.00 is Cyclical 14.96 30.90 • place in the middle 35%earns it three stars;those in the next 225% Total Fund Assets(Smil) 14,380.49 0.Basic Materials 2.19 3.00 receive two stars;and the bottom 10%get one star. ; Consumer Cyclical 9.50 11.02 Operations 0 Financial Services 3.27 14.60 The Broad Asset Class identifies a fund's investment style.The Broad Fund Inception Date 11-12-01 Real Estate 0.00 2.28 Asset Class was developed by Nationwide in conjunction with Ibbotson Initial Share Class Inception Date 08-14-95 Associates for asset allocation.Asset Allocation does not assure a profit Advisor PRIMECAP Management Company r"'Sensitive 50.72 40.96 or guarantee against loss in a declining market. Subadvisor - Q Communiratian Services 1.75 3.84 0 Energy 1.13 8.04 NOTA DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY 0 Industrials 17.02 11.17 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Fees and Expenses asof01-2715 0Technology 30.82 17.91 Gross Prospectus Expense Ratio 0.40% INSTITUTION-MAY GO DOWN IN VALUE Net Prospectus Expense Ratio 0.40% Defensive 3434 28.14 Waiver Data Type Exp.Date % ®Consumer Defensive 0.03 9.66 - ©Healthcare 3431 15.44 - - - - a Utilities 0.00 3.04 Portfolio Manager(s) Theo A.Kolokotrones.M.B.A.,Harvard University.BA.,University of Volatility Analysis Chicago.Since 1998. Investment (IS Alfred W.Mordecai.M.B.A.,Harvard University.8.5.,Duke University. Since 1999. -I f Low Moderate High I L 04 1 A Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This Investment may experience larger or smaller price dedines or price increases depending on market conditions.Some of this risk may be offset by owning other investments with different portfolio makeups or investment strategies. C2015Morningstar,Inc.All rights reserved.The information contained herein:(1)Is proprietary to MorningsUr and/or Its content providers;(2)may not be copied or distdbuted;and(3)is not warranted to be accurate,complete „^�''I��� or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising fomany use ofthisinformation.Past performance isnoguarantee offuture results. ) n Release Date:03-31-2015 I Vanguard Mid Cap Index InstIPlus Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Mid-Cap Blend **** Above Average Below Average Out of 319 Mid-Cap Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment information from investment's prospectus Mormhraster Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks to track the performance of a benchmark index Morningstar Rating - **** - - that measures the investment return of mid-capitalization stocks.The Fund Rank Percentile 6 21 - - fund employs an indexing investment approach designed to track the Out of#of Investments 370 319 - - performance of the CRSP U.S.Mid Cap Index,a broadly diversified index POrtfolo Malysis as of 02-28-15 of stocks of mid-size U.S.companies.It attempts to replicate the target Composition as of 02-28-15 96 Assets Morningstar Style Box"as of 02-28-15 96 Mkt Cap index by investing all,or substantially all,of its assets in the stocks that •U.S.Stocks 97.37 make u the index,holdingeach stock in approximately the sameGiant 103 P pP Y •Non-U.S.Stocks 2.17 Large 17.45 proportion as its weighting in the index. •B sshh s 00.446 1 Medium 80.96 Past name:Vanguard Mid Cap Index Instl Plus. •Other 0.00 1 Small 0.56 Micro 0.00 Broad Asset Class:Mid Cap Stocks tie mend Growth Shares of ownership in mid-sized corporations. Top 10 Holdings as of 02-28-15 96 Assets Statistics as of 02-28-15 Stk Port Avg S&P 500 Category Notes Health Care REIT,Inc 0,78 P/E Ratio 20.42 18.16 18.90 This material is authorized for client use only when preceded or United Continental Holdings Inc 0.70 P/B Ratio 2.56 2.58 2.22 accompanied by a Disclosure Statement,a current plan performance Delphi Automotive PLC 0.68 P/C Ratio 6.56 9.17 8.92 summary,and a fund prospectus and/or informational brochure Sherwin-Williams Co 0.68 GeoAvgCap($mil) 11,605.41 71,441.75 8,153.97 containing more complete information.These can be obtained from L Brands Inc 0.66 Risk Measures as of 03-31-15 Port Avg S&P 500 Category your investment professional or your plan's website and should be read Boston Scientific Inc 0.65 3 Yr Std Dev 10.49 9.59 11.18 carefully before investing or sending money. AvalonBay Communities Inc 0.65 3 Yr Sharpe Ratio 1.63 1.61 1.37 Cerner Corp 0.64 3 Yr Alpha 1.24 - -0.82 Morningstar ratings reflect the reduction of the fund's expense ratio. Mylan NV 0.62 3 Yr Beta 1.03 - 1.04 However,your plan may charge an administrative fee and/or plan-level AmerisourceBergen Corp 0.62 3 Yr R-squared 88.41 - 79.47 fee,which is not reflected in this rating. Total Number of Stock Holdings 378 III To determine a fund's star rating for a given period,the fund's Total Number of Bond Holdings - Morningstar Sectors as of 02 2615 %Fund S&P 500% Morningstar tisk score is subtracted from its Morningstar return score.If Annual Turnover Ratio 96 11.00 Cyclical 40.18 30.90 the fund scores in the top 10%of its respective Morningstar category,it Total Fund Assets($mil) 64,347.41 n Bask Materials 5.90 3.00 receives five stars;if it falls in the next 22.5%,it receives four stars;a C Consumer Cyclical 18.39 11.02 place in the middle 35%earns it three stars;those in the next 22.5% Operilt6115 0 Financial Services 9.97 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 12-15-10 Real Estate 5.92 2.28 Initial Share Class Inception Date 05-21-98 w Sensitive 36.69 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Advisor Vanguard Group,Inc Asset Class was developed by Nationwide in conjunction with Ibbotson Subadvisor - j0 Communication Services 1.70 3.84 Associates for asset allocation.Asset Allocation does not assure a profit 0 Energy 6.09 8.04 orguarantee against loss in a dediningmarket. iITechnologls 13.74111.17 9 Feesand Expenses as of 04-28-14CI NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Gross Prospectus Expense Ratio 0.06% Tethnolagy 15.16 17.91 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE Net Prospectus Expense Ratio 0.06% Defensive 23.13 28.14 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % ®Consumer Defensive 7.26 9.66 YP ISI Healthcare 11.07 15.44 - - - - 0 Utilities 4.80 3.04 Portfolio Manager(s) Donald M.Butler,CFA.B.S.,Shippensburg University.B.A., YOlatbiryiimafysis Shippensburg University.Since 1998. Investment V Low Moderate High • Category In the past,this investment has shown a relatively moderate range of price fluctuations relative to other investments.This investment may experience larger or smaller price declines or price increases depending on market conditions.Some of this risk maybe offset by owning other investments with different portfolio makeups or investment strategies. II C 2015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or Its content providers;(2)nay not be copied or distributed;and(3)is not warranted to be accurate,complete INOST or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. NODI Release Date:03-31-2015 ali VANGUARD Small Cap Index Fund - Institutional Plus Shares Category Overall Morningstar Rating" Morningstar Return Morningstar Risk Small Blend **** Above Average Below Average Out of 620 Small Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from Investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks to track the performance of a benchmark index Morningstar Rating - **** - that measures the investment return of small-capitalization stocks.The Fund Rank Percentile 19 20 - - fund employs an indexing investment approach designed to track the Out of f of Investments 733 620 - - performance of the CRSP U.S.Small Cap Index,a broadly diversified Portfolio Analysis as of 02-28-15 index of stocks of small U.S.companies.It attempts to replicate the Composition as of 02-28-15 96 Assets Morningstar Style Boxy■as of 02-28-15 96 Mkt Cap target index by investing all,or substantially all,of its assets in the •U.S.Stocks 97,95 Giant 0.00 stocks that make up the index,holding each stock in approximately the •Non-U.S.Stocks 1.58 same proportion as its weighting in the index. •Bonds 0.00 A Large 0.70 P Po 9 9 Medium 41.68 •Cash 0.03Smao 48.15 Past name:Vanguard Small Cap Index Instl Plus. •Other 0.03 Micro 9.47 Broad Asset Class:Small Cap Stocks value Blend Growth Shares of ownership in small corporations. Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 Stk Port Avg S&P 500 Category Notes Alkermes PLC 0.35 P/E Ratio 20.29 18.16 18.52 This material is authorized for client use only when preceded or Harman International Industries Inc 0.32 P/B Ratio 2.12 2.58 2.06 accompanied by a Disclosure Statement,a current plan performance Alaska Air Group Inc 0.29 P/C Ratio 9.48 9.17 11.16 summary,and a fund prospectus and/or informational brochure Snap-on Inc 0.29 GeoAvgCap(Smil) 3,076.33 71,441.75 2,818.63 containing more complete information.These can be obtained from Packaging Corp of America 0'28 Risk Measures as of 03-31-15 Port Avg S&P 500 Category your investment professional or your plan's website and should be read Cooper Companies 017 3 Yr Std Dev 12.00 9.59 12.94 carefully before investing or sending money. Gannett Co Inc 0.27 3 Yr Sharpe Ratio 1.42 1.61 1.14 ISIS Pharmaceuticals Int 0.27 3 Yr Alpha 0.04 - -2.68 Morningstar ratings reflect the reduction of the fund's expense ratio. Rite Aid Corp 0.27 3 Yr Beta 1.10 - 1.12 However,your plan may charge an administrative fee and/or plan-level Arthur 3 Gallagher&Co 0.26 3 Yr R-squared 76.97 - 69.88 fee,which is not reflected in this rating. Total Number of Stock Holdings 1500 To determine a fund's star rating fora given period,the fund's Total Number of Bond Holdings - Morningstar Sectors as of 02-28-15 %Fund S&P 500% • Morningstar risk score is subtracted from its Morningstar return score.If Annual Turnover Ratio% 10.00 Cyclical 44.42 30.90 the fund scores in the top 10%of its respective Morningstar category,it Total Fund Assets($mil) 54,928.20 Basic Materials 4,79 3.00 receives five stars;if it falls in the next 22.5%,it receives four stars;a Consumer Cyclical 15.04 11.02 place in the middle 3596 earns it three stars;those in the next 22.5% Operations Financial Services 12.25 14.60 receive two stars;and the bottom 10%get one star. Fund Inception Date 12-17-10 }a.Real Estate 12.34 2.28 Initial Share Class Inception Date 10-03-60 Y,Sensitive 37.18 40.96 The Broad Asset Class identifies a fund's investment style.The Broad Advisor Vanguard Group,Inc. Asset Class was developed by Nationwide in conjunction with Ibbotson Subadvisor - i0 Communication Services 0.84 3.84 Associates for asset allocation.Asset Allocation does not assure a profit ri Energy 3.74 8.04 a Industrials 16.82 11.17 or guarantee against loss in a declining market. Fees and Expenses as of 04-28-14 [1Gross Prospectus Expense Ratio 0.06% Technology 15.78 17.91 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Net Prospectus Expense Ratio 0.06% Defensive 18.39 28,14 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE ®Consumer Defensive 3.78 9.66 INSTITUTION-MAY GO DOWN IN VALUE Waiver Data Type Exp.Date % C Healthcare 10.80 15.44 - - - - []Utilities 3.81 3.04 Portfolio Manager(s) Michael H.Buek,CFA.M.B.A.,Villanova University.B.S.,University of Volatility Analysis Vermont,Since 1991. Investment • Low I Moderate High A Category In the past,this investment has shown a wide range of price fluctuations relative to other investments.This investment may experience significant price increases in favorable markets or undergo large price declines in adverse markets.Some of this risk may be offset by owning other investments that follow different investment strategies. I 02015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;121 may not be copied or distributed;and(311s not warranted to be accurate,complete MnRNIN6SI111 or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this informa0on.Past performance is no guarantee of future results. Release Date:03-31-2015 Wells Fargo Advantage Small Cp Val Instl =_= Category Overall Morningstar Rating'" Morningstar Return Morningstar Risk Small Blend * Low Below Average 111 Out of 620 Small Blend funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investments prospectus Morningstar Proprietary Statistics - Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year -_ The investment seeks long-term capital appreciation.The fund invests Morningstar Rating - * * - i- at least 80%of its net assets(plus the amount of any borrowings for Fund Rank Percentile 96 95 96 - investment purposes,if any)in equity securities of small-capitalization Out of#of Investments 733 620 559 - companies.it invests principally in equity securities of small- Portfolio Analysis as of 02-28-15 capitalization companies,which the advisor defines as companies Composition as of 02-28-15 %Assets Morningstar Style Boxry as of 02-28-15 %Mkt Cap within the range of the Russell 2500TM Index at the time of purchase. •U.S.Stocks 63.38 Giant 0.00 The fund may also invest in equity securities of foreign issuers including •Non-U.S.Stocks 20.47 Large 7.64 ADRs and similar investments. •Bonds 0.00 Medium 29.50 = •Cash 16.15 Small 30.44 Broad Asset Class:Small Cap Stocks •Other 0.00 Micro 32.42 =_ Shares of ownership in small corporations. Value Mew Growth Notes _ This material is authorized for client use only when preceded or Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 Stk Port Avg S&P 500 Category accompanied by a Disclosure Statement,a current plan performance Inter0il Corp 8.18 P/E Ratio 14.92 18.16 18.52 -_ Randgold Resources Ltd ADR 7,93 P/B Ratio 1.53 2.58 2.06 summary,and a fund prospectus and/or informational brochure Chimera Investment Corp 5.93 P/C Ratio 6.47 9.17 11.16 - containing more complete information.These can be obtained from OSI Systems Inc 2.75 GeoAvgCap(Smil) 2,011.00 71,441.75 2,818.63 your investment professional or your plan's website and should be read Delta Air Lines Inc 2.74 carefully before investing or sending money. Risk Measures as of 03-31-15 Port Avg S&P 500 Category Cray Inc 232 3 Yr Std Dev 12.85 9.59 12.94 Morningstar ratings reflect the reduction of the fund's expense ratio. United Continental Holdings Inc 2.41 3 Yr Sharpe Ratio 0.63 1.61 1.14 However,your plan may charge an administrative fee and/or plan-level Cavco Industries Inc 2.28 3 Yr Alpha -6.91 - -2.68 =-- fee,which is not reflected in this rating. Argo Group International Holdings Ltd 2.01 3 Yr Beta 0.98 - 1.12 To determine a fund's star rating for a given period,the fund's OraSure Technologies Inc 1.51 3 Yr R-squared 52.97 - 69.88 Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Stock Holdings 706 =_ the fund scores in the top 10%of its respective Morningstar category,it Total Number of Bond Holdings _ Morningstar Sectors as of 02 2815 %Fund S&P 500% Annual Turnover Ratio% 7.00 1s Cyclical 48.17 30.90 • receives five stars;if it falls in the next 22.5%,it receives four stars;a = place in the middle 35%earns it three stars;those in the next 22.5% Total Fund Assets(Smit) 1,996.32 Basic Materials 17.11 3.00 receive two stars;and the bottom 10%get one star. =Consumer Cyclical 10.20 11.02 =Operations 0 Financial Services 10.63 14.60 _ The Broad Asset Class identifies a fund's investment style.The Broad Fund Inception Date 07-31-07 10 Real Estate 10.23 2.28 Asset Class was developed by Nationwide in conjunction with Ibbotson Initial Share Class Inception Date 12-31-97 _ Advisor Wells Fargo funds Management LLC r''Sensitive 48.28 40.96 Assodates for asset allocation.Asset Allocation does not assure a profit Subadvisor Wells CapitalManagement or guarantee against loss in a dedining market. Inc. 0 Communication Services 1.86 3.84 0 Energy 17.84 8.04 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY CI Industrials 17.35 11.17 FEDERAL GOVERNMENTAGENCY-NOTGUARANTEEDBYTHE Fees and Expenses as of 08-07-14 j]Technology 11.23 17.91 - Gross Prospectus Expense Ratio 0.92% INSTITUTION-MAY GO DOWN IN VALUE Net Prospectus Expense Ratio 0.90% -•Defensive 3.55 28.14 Waiver Data Type Exp.Date % ®Consumer Defensive 0.00 9.66 Healthcare Expense Ratio Contractual 07-31-15 0.02 13 Q Utilities 3.55 15.44 - ies 0.00 3.04 =_ Portfolio Manager(s) 1.. Michael Schneider,CFA.M.B.A.,Columbia University.B.S.,St.John's Volatility Analysis University.Since 2011. Investment & Erik C.Astheimer.B.A.,Duquesne University.Since 2011. Low I Moderate High j (0 i= A _ Category In the past,this investment has shown a wide range of price fluctuations relative to other investments.This investment may experience significant price increases in favorable markets or undergo - large price dedines in adverse markets.Some of this risk maybe offset - by owning other investments that follow different investment �_ strategies. r_= IP 02015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete M\ /RNIN6� or timely.Neither Morningstar nor Ns content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. - Release Date:03-31-2015 Columbia Acorn USA Z Category Overall Morningstar RefineMorningstar Return Morningstar Risk Small Growth *** Below Average Below Average Out of 656 Small Growth funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term capital appreciation.Under normal Morningstar Rating - *** ** *** circumstances,the fund invests at least 80%of its net assets(including Fund Rank Percentile 55 73 78 78 the amount any borrowings for investment purposes)in U.S. Out of#of Investments 724 656 577 402 companies.It normally invests a majority of its net assets in the Portfolio Analysis as of 02-28-15 common stock of small-and mid-sized companies with market Composition as of 02-28-15 %Assets Morningstar Style Dorm as of 02-28-15 %Mkt Cap capitalizations under$5 billion at the time of initial investment. •U.S.Stocks 98.72 Giant 0.00 Past name:Liberty Acorn USA Z. •Non-U.S.Stocks 1.28 Large 0.00 •Bonds 0.00 EMedium 41.53 Broad Asset Class:Small Cap Stodts •Other 0.00 Small 37.39 Shares of ownership in small corporations. Micro 21.08 tam Blend Growth Notes This material is authorized for client use only when preceded or Top 10 Holdings as of 02-28-15 %Assets Statistics as of 02-28-15 5tk Port Avg S&P 500 Category accompanied by a Disdosure Statement,a current plan performance Mettler-Toledo International Inc 3.73 P/E Ratio 22.13 18.16 25.27 summary,and a fund prospectus and/or informational brochure Ametek Inc 3.18 P/B Ratio 2.96 2.58 3.28 containing more complete information.These can be obtained from IPG Photonics Corp 3.09 P/C Ratio 11.21 9.17 14.45 Extra Space Storage Inc 3.04 GeoAvgCap($mil) 2,726.45 71,441.75 2,860.08 your investment professional or your plan's website and should be read Nordson Corp 2.99 carefully before investing or sending money. Risk Measures as of 03-31-15 Port Avg S&P 500 Category Morningstar ratings reflect the reduction of the fund's expense ratio. Heico Corp Class A 2.50 3 Yr Std Dev 13.09 9.59 13.82 Drew Industries Inc 2.40 3 Yr Sharpe Ratio 1.06 1.61 1.10 However,your plan may charge an administrative fee and/or plan-level Donaldson Co Inc 2.39 3 Yr Alpha -2.81 - -2.00 fee,which is not reflected in this rating. Avis Budget Group Inc 2.35 3 Yr Beta 1.08 - 1.11 To determine a fund's star rating for a given period,the fund's Cepheid 2.32 3 Yr R-squared 62.69 - 59.94 Morningstar risk score is subtracted from its Morningstar return score.If Total Number of Stock Holdings 132 the fund scores in the top 10%of its respective Morningstar category,it Total Number of Bond Holdings - Morningstar Sectors as of 02-28-15 %fund S&P 500% • receives five stars;if it falls in the next 22.5%,it receives four stars;a Annual Turnover Ratio% 12.00 "=Cyclical 29.57 30.90 place in the middle 35%earns it three stars;those in the next 22.5% Total Fund Assets($mil) 1,346.31 Basic Materials 1.28 3.00 receive two stars;and the bottom 10%get one star. Consumer Cyclical 12.01 11.02 Operations r.,Financial Services 11.98 14.60 The Broad Asset Class identifies a fund's investment style.The Broad Fund Inception Date 09-0496 Real Estate 4.30 2.28 Asset Class was developed by Nationwide in conjunction with Ibbotson Initial Share Class Inception Date 09-04-96 r Sensitive 50.47 40.96 Assodates for asset allocation.Asset Allocation does not assure a profit Advisor Columbia Wanger Asset Management or guarantee against loss in a dedining market. LLC i0 Communication Services 1.46 3.84 Subadvisor - i'i Energy 2.53 8.04 NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY 0 Industrials 27.28 11.17 FEDERAL GOVERNMENT AGENCY-NOT GUARANTEED BY THE j]Technology 19.20 17.91 Fees and Expenses as of 05-01-14 INSTITUTION-MAY GO DOWN IN VALUE Gross Prospectus Expense Ratio 1.07% -.Defensive 19.97 28.14 Net Prospectus Expense Ratio 1.07% ®Consumer Defensive 3.47 9.66 13 Healthcare 16.50 15.44 Waiver Data Type Exp.Date % Q Utilities 0.00 3.04 Portfolio Manager(s) Volatility Analysis Robert A.Mohn,CFA.M.B.A.,University of Chicago,1992.B.S.,Stanford Investment University,1983.Since 1996. William Doyle.Since 2014. Low I Moderate High • Category In the past,this investment has shown a wide range of price fluctuations relative to other investments.This investment may experience significant price increases in favorable markets or undergo large price declines in adverse markets.Some of this risk maybe offset by owning other investments that follow different investment strategies. I o 2015 Momingstar,Inc.All fights reserved.The information contained herein:(1)isproprietarytoMorningstar and/or its content providers;(2)may not be copied or distributed;and 13)is not warranted to be accurate,complete M\ 1RNIN6SI AIr or timely.Neither Morningstar nor Its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. Release Date:03-31-2015 Federated Clover Small Value Instl • Category Overall Morningstar Rating,. Morningstar Return Morningstar Risk , Small Value *** Average Average Out of 361 Small Value funds.An investment's overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disdosure for details. Investment Information from investment's prospectus Morningstar Proprietary Statistic !- Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks capital appreciation.The fund primarily invests in Morningstar Rating - *** *** - common stocks and other equity securities of U.S.companies with small Fund Rank Percentile 58 60 63 - market capitalizations.Small-cap companies are defined as companies Out of#of Investments 414 362 297 - with similar market capitalizations at the time of purchase as those in Portfolio Analysis asof12-31-14 the range of the Russell 2000 Index.It invests in securities of U.S. -Composition as of 12-31-14 %Assets Morningstar Style Dorm as of 12-31-14 %Mkt Cap - companies operating in a broad range of industries based primarily on •U.S.Stocks 94.05 Giant 0.00 value characterizations such as price-cash flow,price-earnings and •Non-U.S.Stocks 3.17 Large 0.00 price-book value ratios.The fund may invest in equity securities of •Bonds 0.00 E Medium 27.82 domestic issuers;derivative instruments and/or hybrid instruments •Cash 0.72 Small 56.11 such as futures and options;and ETFs. •Other 2.06 Micro 16.07 Value Mend Growth Broad Asset Class:Small Cap Stotts Shares of ownership in small corporations. Top 10 Holdings as of 12-31-14 %Assets Statistics as of 12-31-14 Stk Port Avg S&P 500 Category Notes Synovus Financial Corp 1.96 P/E Ratio 16.99 18.16 16.81 Berry Plastics Group Inc 1.95 P/B Ratio 1.62 2.58 1.50 This material is authorized for client use only when preceded or ldacorp Inc 1.91 P/C Ratio 6.53 9.17 8.77 accompanied by a Disclosure Statement,a current plan performance Investors Bancorp Inc 1.85 GeoAvgCap($mil) 2,331.97 71,441.75 2,585.70 - summary,and a fund prospectus and/or informational brochure Atmos Energy Corp 1.80 containing more complete information.These can be obtained from Risk Measures as of 03-31-15 Port Avg S&P 500 Category your investment professional or your plan's website and should be read Swift Transportation Co 1.69 3 Yr Std Dev 11.90 9.59 12.87 Popular Inc 1.66 3 Yr Sharpe Ratio 1.16 1.61 1.11 carefully before investing or sending money. Portland General Electric Co 1.62 3 Yr Alpha -2.68 - -3.14 = Morningstar ratings reflect the reduction of the fund's expense ratio. Colony Financial Inc 1.55 3 Yr Beta 1.06 - 1.12 However,your plan may charge an administrative fee and/or plan-level Dun&Bradstreet Corp 1.53 3 Yr R-squared 73.62 - 70.16 fee,which is not reflected in this rating. Total Number of Stock Holdings 108 - Morningstar Sectors as of 12-31-14 %Fund S&P 500% International Equity Fund - Active Portfolio i; New York State Deferred Compensation Plan 0 ��� 1���� A Plan for Your Future Portfolio Objective Performance Top 10 Holdings The objective of the Portfolio is to provide International Equity NOVARTIS 2.38% long-term growth of capital through exposure Active Portfolio EAFE ROCHE HLDGS AG BASEL DIV RTS CTF 1.50% to the broad international stock market. The Quarter 4.77% 4.88% NESTLE S A SHS NOM NEW 1.46% Portfolio is designed to invest outside the U.S. 1 Year 1.01% -0.92% DANONE(GROUPE) 1.41% and to diversify broadly among developed 3 Years 9.02% 9.02% ING GROEP 1.30% markets with modest exposure(up to 15%) 5 Years 4.91% 6.16% SKY PLC SHS 1.11% in the developing or"emerging"markets.The KDDI L11% performance objective of the Portfolio is to exceed ANHEUSER BUSCH INBEV SA/NV the return of the MSCI EAFE benchmark net of SPONSORED ADR 1.11% fees over rollingthree-yearperiods and the median TAIWAN SEMICONDUCTOR MFG y CO LTD SPONSORED ADR 1.02% of a universe of non-U.S.equity managers. COMPASS GROUP PLC SHS 1.01% The effective dates for portfolio performance are January 1,2015 through March 31,2015. 477% Quarter Strategy 4.88% 1.01% The Portfolio is made up of five underlying 1 Year -0.92% managers who together provide a"core"or"style neutral" portfolio which is benchmarked to the 3 Years 9.02% MSCI EAFE benchmark. This approach seeks to mitigate style risk and individual manager risk. 5 Years• 4.919.02% % r 6.16% Investor Profile "2I 0 2 4 6 8 10 • International Equity Active Portfolio EAFE The Portfolio may be appropriate for you if you have a long-term investment horizon and can accept fluctuations in the value of Sector Allocation* the Portfolio investments in exchange for the •Energy 5.45% potential to achieve higher returns. Special ■Materials 6.14% risks involved in foreign investing include a Industrials 11.04% currency fluctuations and political developments. II Consumer Discretionary 1235% International securities may be subject to ■Consumer Staples 14.99% f• somewhat higher transaction costs and less Health Care 12.02% liquidity compared to domestic investments. Financials 21.43% ■Technology 10.11% x '. r Management III 4.02% The target allocation of Portfolio assets Utilities 1.72% among the five sub-advisers is as follows: ■Other 0.72% 100% Value MFS Inv. Management 25%-35% Geographic Breakdown* . Dimensional Fin.Advisors 12% - 18% •North America ex US 43% Growth ■United States 4.4% k4}- Wellington Management 25%-35% ■Europe ex U.K. 45.6% Manning&Napier 12% - 18% ■United Kingdom 15.4% Index m Pacific Basin ex Japan 5.5% Northern Trust 5%- 15% ■Japan 20.1% Emerging Markets 4.7% 111 Other 0% 100% *Total may not add to 100%due to rounding. a Visit the Plan Web site at Important Facts nysdcp.com.Or call the The results shown represent past performance and should not be considered a HELPLINE at(800)422-8463 representation of future performance or experience. Past performance cannot to learn more about the guarantee future results. Current investment results may be lower or higher New York State Deferred than quoted in this report.The principal value and investment return of an Compensation Plan. investment will fluctuate so that an investor's units/shares, when redeemed, may be worth more or less than their original cost.Although data is gathered TTY/TDD services are from reliable sources, the completeness and accuracy can not be guaranteed. available toll-free (800)514-2447— What you own 24 hours a day. You own shares in a Portfolio that is sub-advised by five managers that invest primarily in common stocks of companies located outside the United States which the manager finds attractive. The New York State Deferred Compensation Plan is a State- Price sponsored employee benefit for The share value of the Portfolio changes daily based upon the State employees and employees market value of the underlying securities. Daily share prices are of participating employers. available on the Plan Web site or through the HELPLINE. Plan Mission Statement The New York State Deferred Information Accessibility Compensation Plan is a voluntary Portfolio information will be available on the Plan Web site or through retirement savings plan that the HELPLINE. Since this is not a mutual fund, information will not provides quality investment be available from a newspaper or other public information sources. options,investment educational programs and related services Trading Restrictions • to help State and local public Exchanges into either of the International Equity Funds will employees achieve their be prohibited for sixty days following the most recent exchange retirement savings goals. out of either of the International Equity Funds. New York State Defend Compensation Board Fees Empire State Plaza Concourse-North Fees are estimated to be approximately 0.60%based upon underlying investment Room 124 manager fees and custodial fees. Fees are netted from the share price on a daily basis. Albany,NY 12220 Portfolio Limited to Plan Participants The Portfolio is a pool of assets managed specifically for the New York State )rte Deferred Compensation Plan. Unlike a mutual fund, only the participants j of the Plan can invest in the Portfolio. No prospectus is available or required by law to be provided in connection with investments in the Portfolio.This f`-‘) ,- fact sheet is designed to provide descriptive information on the Portfolio. NRM-4183NY-NY.35 MI5) International Equity Fund - New York State Index Portfolio '... Deferred Compensation Plan � It i A Plan for Your Future Performance Top 10 Holdings International Equity NESTLE S A SHS NOM NEW 1.87% Portfolio Objective Index Portfolio EAFE NOVARTIS 1.75% The objective of the Portfolio is to provide long Quarter 4.99% 4.88% ROCHE HLDGS AG BASEL DIV RTS CTF 1.49% term growth of capital through exposure to the 1 Year -1.01% -0.92% TOYOTA MOTOR CORP 1.47% broad international stock market.The Portfolio is 3 Years 8.88% 9.02% HSBC HOLDINGS(GB) 1.26% designed to invest substantially all of its assets in 5 Years 5.93% 6.16% BAYER A G NAMEN-AKT 0.96% equity securities of non-U.S. based companies and BP PLC SHS 0.91% to diversify broadly among developed markets. SANOFI SHS 0.90% The effective dates for portfolio performance ROYAL DUTCH SHELL A SHS 0.89% are January 1,2015 through March 31,2015. COMMONWEALTH BANK OF AUSTRAL SHS 0.89% Strategy Quarter 4.99% The Portfolio consists of one or more managers 4.88% who provide a passively managed account which is benchmarked to the MSCI EAFE Index. 1 Year -1.01% -0.92% Investor Profile 3 Years 8.88% The Portfolio may be appropriate for you 9.02% if you have a long term investment horizon 5 Years 5.93% and can accept fluctuations in the value of S the Portfolio investments in exchange for the 6.16% potential to achieve higher returns. Special -2% 0% 2% 4% 6% 6% 10% risks involved in foreign investing include ■ International Equity Index Portfolio EAFE currency fluctuations and political developments. International securities may be subject to Sector Allocation* somewhat higher transaction costs and less A Energy 5.1% liquidity compared to domestic investments. A Materials 7.5% A Industrials 12.6% Management Consumer Discretionary 13.1% The sub-advisor for the Index A Consumer Staples 11.0% portfolio is Northern Trust. Health Care 11.4% ra "'4, ` IAFinancials 26.1% _ Technology 4.9% A Telecommunications 4.7% A Utilities 3.6% 100% Geographic Breakdown* A United States 0.0% ♦North America ex US 0.0% Europe ex U.K. 453% United Kingdom 18.5% A Pacific Basin ex Japan 133% Japan 222% A Emerging Markets 0.6% ,74. i 100% 44 z "Total may not add to 100%due to rounding. Visit the Plan Web site at Important Facts nysdcp.com.Or call the The results shown represent past performance and should not be considered a HELPLINE at(800)422-8463 representation of future performance or experience. Past performance cannot to learn more about the guarantee future results. Current investment results may be lower or higher New York State Deferred than quoted in this report. The principal value and investment return of an Compensation Plan. investment will fluctuate so that an investor's units/shares,when redeemed, may be worth more or less than their original cost.Although data is gathered TTY/TDD services are from reliable sources, the completeness and accuracy can not be guaranteed. available toll-free (800)514-2447— What you own 24 hours a day. The MSCI EAFE Index represents investments in over 1,100 international companies in Europe,Australia,Asia,and the Far East. The New York State Deferred Price Compensation Plan is a State- The share value of the Portfolio changesdailybased upon the sponsored employee benefit for market value of the underlying securities. Daily share prices are State employees and employees available on the Plan Web site or through the HELPLINE. W.— of participating employers. Plan Mission Statement Information Accessibility The New York State Deferred Portfolio information will be available on the Plan Web site or through Compensation Plan is a voluntary the HELPLINE. Since this is not a mutual fund, information will not - retirement savings plan that be available from a newspaper or other public information sources. provides quality investment options,investment educational Trading Restrictions programs and related services Exchanges into either of the International Equity Funds will 41M to to help State and local public be prohibited for sixty days following the most recent exchange employees achieve their out of either of the International Equity Funds. retirement savings goals. New Yod State Fees Deferred CompensationBoard Fees are estimated to be approximately 0.20%based upon underlying investment Empire State Plaza Concourse-North manager fees and custodial fees. Fees are netted from the share price on a daily basis. Room 124 Albany,NY 12220 Portfolio Limited to Plan Participants The Portfolio is a pool of assets managed specifically for the New York State Deferred Compensation Plan. Unlike a mutual fund, only the participants of the Plan can invest in the Portfolio. No prospectus is available or required t by law to be provided in connection with investments in the Portfolio. This i fact sheet is designed to provide descriptive information on the Portfolio. tb W NRM-4344NY-NY25(04/15) - Release Date:03-31-2015 Morgan Stanley Inst Emerging Mkts I Category Overall Morningstar Rating. Morningstar Return Morningstar Risk Diversified Emerging Mkts *** Average Average Out of 528 Diversified Emerging Mkts funds.An investments overall Morningstar Rating,based on its risk-adjusted return,is a weighted average of its applicable 3-,5-,and 10-year Ratings.See disclosure for details. Investment Information from investments prospectus Morniaostar Proprietary Statistics Investment Objective&Strategy 1-Year 3-Year 5-Year 10-Year The investment seeks long-term capital appreciation.The fund seeks to Morningstar Rating - *** **** *** maximize returns by investing primarily in growth-oriented equity Fund Rank Percentile 50 35 34 39 securities in emerging markets.Under normal circumstances,at least Out of N of Investments 793 528 341 162 80%of the fund's assets will be invested in equity securities of issuers located in emerging market countries.It may,but it is not required to, Portf01iO as of 12-31-14 use derivative instruments for a variety of purposes,induding hedging, Composition as of 12-31-14 %Assets Morningstar Style Box•as of 12-31-14 %Mkt Cap risk management,portfolio management or to earn income.The fund's •U.S.Stocks 1.63 1Giant 40.56 •Non-U.S.Stocks 90.56 use of derivatives may involve the purchase and sale of derivative Large 40.46 instruments such as futures and other related instruments and •Bonds 0.00 Medium 17.88 •Cash 2.38 Small 1.11 techniques. •Other 5.43 I, Micro 0.00 Past name:Morgan Stanley Inst Emerging Mkts I. vawrei° sf0NA1 Broad Asset Class:International Stocks Top 10 Holdings as of 12-31-14 96 Assets Statistics as of 12-31-14 5tk Port Avg S&P 500 Category Shares of ownership in corporations headquartered outside of the U.S. Bank Of China Ltd.H Shares 2.95 P/E Ratio 13.71 18.16 13.08 Taiwan Semiconductor Manufacturing Co Ltd 2.57 P/B Ratio 1.73 2.58 1.60 Notes Tencent Holdings Ltd. 2.53 P/C Ratio 7.66 9.17 4.52 This material is authorized for client use only when preceded or BRF SA 2.34 GeoAvgCap($mil) 15,731.57 71,441.75 18,579.99 accompanied by a Disclosure Statement,a current plan performance Samsung Electronics Co Ltd 2.12 Risk Measures as of 03-31-15 Port Avg S&P 500 Category summary,and a fund prospectus and/or informational brochure Naspers Ltd Class N 1.69 3 Yr Std Dev 12.62 9.59 13.34 containing more complete information.These can be obtained from Fomento Economico Mexicano SAB de CV ADR 1.69 3 Yr Sharpe Ratio 0.16 1.61 0.12 your investment professional or your plan's website and should be read China Mobile Ltd 1.67 3 Yr Alpha -4.37 - -5.09 carefully before investing or sending money. China Construction Bank Corp H Shares 1.51 3 Yr Beta 0.92 - 0.94 Morningstar ratings reflect the reduction of the fund's expense ratio. Cemex SAB de CV ADR 1.42 3 Yr R-squared 83.42 - 76.88 However,your plan may charge an administrative fee and/or plan-level Total Number of Stock HoldingsIII 139 To Total Number of Bond Holdin s p fee,which is not reflected in this rating. 9 China10 Countries as of 12-31-14 Annual Turnover Ratio 96 43.00- %Assets 15.10 To determine a fund's star rating for a given period,the fund'sTotal Fund Assets($mil) 1,036.51 South Korea 13.28 Morningstar risk score is subtracted from its Morningstar return score.If India 11.75 the fund scores in the top 10%of its respective Morningstar category,it Operations Taiwan 10.12 receives five stars;if it falls in the next 22.5%,it receives four stars;a Fund Inception Date 09-25.92 Mexico 7.13 place in the middle 35%earns it three stars;those in the next 22.5% Initial Share Class Inception Date 09-25-92 Brazil 5.92 receive two stars;and the bottom 10%get one star. Advisor Morgan Stanley Investment South Africa 5.07 Management Inc Philippines 4.42 The Broad Asset Class identifies a fund's investment style.The Broad Subadvisor Morgan Stanley Investment Thailand 4.41 Asset Class was developed by Nationwide in conjunction with Ibbotson Management Co Poland 265 Associates for asset allocation.Asset Allocation does not assure a profit Morgan Stanley Investment or guarantee against loss in a declining market. Management Ltd NOT A DEPOSIT-NOT FDIC INSURED-NOT INSURED BY ANY Volatility Analysis FEDERAL GO VERNMENT AGENCY-NOT GUARANTEED BY THE Fees and Expenses as of 04-30-14 Investment Gross Prospectus Expense Ratio 1.51% INSTITUTION-MAY GO DOWN IN VALUE Net Prospectus Expense Ratio 1.25% V Low Moderate High Waiver Data Type Ex.Date 96 A Expense Ratio Contractual 0.26 Category Portfolio Manager(s) In the past,this investment has shown a wide range of price Paul C.Psaila.M.A.,Johns Hopkins University.B.A.,Brandeis University. fluctuations relative to other investments.This investment may Since 1994. experience significant price increases in favorable markets or undergo Eric Carlson.Since 1997. large price declines in adverse markets.Some of this risk maybe offset by owning other investments that follow different investment strategies. 9 . 0 2015 Morningstar,Inc.All rights reserved.The information contained herein:(1)is proprietary to Morningstar and/or its content providers;(2)may not be copied or distributed;and(3)is not warranted to be accurate,complete inRNIN6Y1Ar or timely.Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.Past performance is no guarantee of future results. ow 111 _,b.*41/4 New York State Deferred Compensation Plan v 1p,, .e v, , Participant Education Course Description The New York State Deferred Compensation Plan offers a series of educational seminars • to assist participants in understanding and fully utilizing the Plan's benefits. Feel free to contact your Account Executive or call the HELPLINE to have one or more of these seminars offered in your location. Asset Allocation 101 and 102 In Asset Allocation 101, learn what asset allocation is and how it helps you invest the ' °' money you're contributing each pay period. In Asset Allocation 102, find out how to create your own asset allocation strategy as you invest in your future with the Plan. Closing the Retirement Gap: Women & Retirement Explore the uniqueness of retirement planning for women. Identify the difference , between the income you need at retirement and the income you'll have(called '. a retirement gap)and discover ways that may increase retirement income. arr Vic,. • Digging Up Dollars: How to Reduce Debt Find out if your debt is preventing you from being able to invest more in your future. Learn how to use debt reduction to find dollars that can be invested. <, ti GOER: Countdown to Retirement x. Maximize your final years of investing by planning how much 1 ,: ` income you'll need,closing your retirement gap, knowing what risks your dollars face in the future,and learning how to keep N your planning simple. =- How to Create a ceding pian f, Stay on financially by creating your own personal budgeting 1 ' toot Define your spending habits and then create a spending plan :4: `; seyo have more money to save. �z,> ent Managerrob Le '''w , iia. retkernent strategy. v--- Deferrer lbw l"�ar Assciates,C NOW build `' a rem t F ` then find out how to u _ pro Tell t-i AA offered by � e a Friend }f, f LLC a regiatered gyms t i l*d4vriv ec stibs w."'. t i inc ,, (P),1' NYSDCP MAKES A DIFFERENCE! 4 I, X". , , ., _. . Au-faint Executives are registered represeetatives of Nationwidf csln cit'rri,ares r. Corporation,member FINRA. X2012 Nationwide Retirement Seri lions In(.All fights reserved. NRM 2746NY-NY3(It/12) k iiJ 23 ._.F„,... n.'.."3. sswsas•;.te+>z ssti,.wao v£ aw ism>= .. ,.....,,.,wzrf d,a.erw.vw .aw.aa..;am.rm , 1 I II 4- ,, New York State l Deferred Compensation Plan iA Plan for Your Future HOAUS 1 J ii fic YOU WANT TO 4 111111.11111151111111MINMEI SPOIL 111111111111111111111111511111E19 WIMINSIIIIIIIIIIMININ YOUR GRANDKIDS SOMEDAY K011 ' F.---Av Hi, 1 1 1 0 • LIVE WITH THEM JD 1 " -4.-.4( -"""A11 \ G .,,. e ..,,, if„, r1k y 1 , , , -, ,..„,. 01. 40 tk Talk to your Account Executive about planning O t o„;'0 Vie 4441, ahead for your future: i' Tell a Friend Barbara Sce, roF; }.o _of C-® . 'N NYSDCP MAKES A DIFFERENCE! ®800-422-8463 x 44388 } , o" to. WWW.NYSDCP. COM I I ®participantservice@nysdcp 0 }-a 1 1s- HELPLINE:1-800-422-8463 Account Executives are registered representatives of Nationwide Investment Services Corporation,member FINRA. ©2073 Nationwide Retirement Solutions Inc.All rights reserved. NRt4-9624N5-NY(08/13) ,Miiiilik _ _-_ DEPA S ARRIVALS ___= . = , t . t i n , 4111111 Diverse - x ' Ian If you want to follow your own path wherever it leads, • — do something today. 1 _ , I .= You have a special opportunity to plan for - a more comfortable and secure retirement. Your NYSDCP Account Executive can help. srfD • Tell a Friend I e' r I New York State NVSDCP MAKESA DIFFERENCEI Deferred Compensation Plan WWW.NYSDCP.COM �/�I r HELPLINE:1-800-422.6463 A PLnn for Your Future Account Executives are registered representatives of Nationwide Investment Services Corporation,member FINRA.©2015 Nationwide =_ N R M-12991 NY-NY(02/15) ' an = r • ig is ,,f .,.., " New York State Deferred Compensation Plan .t �' ,� l'i A Plan for Your Future t"�-��..r r The following are highlights of the New York • These funds use a strategy that reallocates equity exposure to State Deferred Compensation Plan. a higher percentage of fixed investments over time. Like other funds, target date funds are subject to market risk and loss. Loss of principal can occur at any time, including before, at 'ti • Federal and New York State income taxes are or after the target date. There is no guarantee that retirement ':7.p.` deferred on contributions to the Plan date funds will provide enough income for retirement. ;.x • Contributions and any investment earnings , accumulate on a tax-deferred basis until withdrawn and are taxed as ordinary income • Administrative services are supported by an annual Roth contributions are also available per-participant fee and an asset-based fee. The annual • . per-participant fee is $20, levied in two installments of$10 <: in April and October of each year. The annualized asset-based fee for the 2012-13 Plan Year was 4.5 basis points(or$0.45 Minimum contribution is 1%of compensation for each $1,000 in a Participant's account) — levied in two (but not less than $10 per pay) installments of 2.25 basis points in April and October. The 4 • Maximum regular contributions is $18,000 asset-based fee is determined semi-annually based on estimated expenses and is levied on accounts with assets exceeding • Contributions must be payroll deducted 11 $20,000 and is capped at account assets of$200,000. 'r ;. • Additional contributions allowable if you are 50 or over or under a special 457b retirement catch-up provision 1;151 • You have access to your account 24 hours a day, 1 seven days a week via the Plan Web site and the Voice r. 5' Personal assistance is available through a local Account Executive a�� 9 Response System. On either system you may: " or the HELPLINE from 8 a.m.to 11 p.m. Monday through Friday 0 • Check your account balance 4.-4:14.1'!4l- and 9 a.m.to 6 p.m. Saturday(ET) at 1-800-422-8463 '' • Change the investment of your future deferrals il-114X • Exchange funds between the Plan's investment options • Stable Income Fund, retirement date funds and an array of 21 other investment options covering each major asset class • Change your deferral rate x -- • Mutual fund families include, but are not limited to: • Explore online education resources 111*14 • Develop a customized retirement investment strategy Columbia Hartford Principal • Access investment guidance through -414le Davis Morgan Stanley T, Rowe Price Morningstar°Retirement Manager" 1. Federated Pax Vanguard " • Determine a repayment schedule on a Fidelity Perkins (Janus) Wells Fargo Loan from your Plan account Investors should carefully consider information contained Morningstar° Retirement Manager" is offered by and is �4 in the prospectus, including investment objectives,risks, the property of Morningstar Associates, LLC, a registered i charges and expenses.The underlying fund prospectus investment adviser and subsidiary of Morningstar, Inc. -z contain this and other important information. Please ''' ) read the prospectus carefully before investing. , -,rai.t ,... • When you terminate service from your State or local government Li==`�7 i7 4j For prospectuses of funds within your NYSDCP core account, employer or if absent due to qualifying military service please call the HELPLINE at 1-800-422-8463,or visit our web site at www.nysdcp.com. • When you reach age 701/2,even if still employed ."A^ • Benefit payments may be made in the form of: • A Self Directed Investment Account option that allows :41'12,'l you to choose from Exchange Traded Funds (ETFs)and • A full withdrawal - , approximately 3200 mutual funds,for an additional fee. • Partial withdrawals The Schwab Personal Choice Retirement Account'(PCRA), Periodic payments may be received as a fixed dollar ' offered through Charles Schwab&Co., Inc. (Member *f ' . � r amount or over fixed time period and are paid SIPC). You can request a prospectus by calling Schwab's dedicated PCRA Call Center at 1-888-393-PCRA(7272). monthly, quarterly, semi-annually or annually. • Retirement date funds are designed to provide diversification.,,_-,,A' You may change your payment option at any time and asset allocation across several types of investments • Each payment will be taxed as ordinary wage and asset classes, primarily by investing in underlying funds. income in the year you receive it Therefore an investor is indirectly paying a proportionate share • In-service distributions of assets rolled into the Plan are of the applicable fees and expenses of the underlying funds. permitted according to the regulations of the original plan .4t.',. SNS, .::T..;1- s.:::.; New York State .y�/,// Deferred Compensation Plan //(,i AP(an Jor Yaur Future "' a Plan Comparison Chart 457(b)©erred CamRe sa ion Pia 4Q3+rk�T�c Referred Annuity Plan kr Who is eligible to participate? All state, local,and public Educational employees. educational employees. a Are payroll deductions pre-tax? Yes,for federal and New York state Yes, for federal and New York state income taxes, but not for FICA. Roth income taxes, but not for RCA. Roth contributions are also available. contributions are also available. ; What is the maximum I may contribute? $18,000. $18,000. ', May I "catch-up" in a later year? Age 50 or older$6,000 additional Age 50 or older$5,500 additional deferral deferral in CY2012. Special 457 Catch- in CY2012.A Special Increased Limit may up provision available within 4 years apply under certain circumstances. f of retirement. These two provisions '-',` `' may not be used in the same year. How often may I change my Unlimited. Contact your plan provider. Fm contribution amount? Vit' . May I roll over money from Yes—from a 457(b), 401(a), 401(k), Yes—from a 457(b), 401(a), 401(k), other retirement accounts? 403(b), or traditional IRA. 403(b), or traditional IRA. - ' May I roll over my retirement Yes—to a 457(b), 403(b), 401(a), 401(k), Yes—to a 457(b), 403(b), 401(a), 401(k), - ffP account to another type " of or IRA, upon leaving employment. or IRA, upon leaving employment. ,, _ retirement account, like an IRA? Assets rolled over from a qualified 403(b) plans may be transferred inf plan or individual retirement account service. Assets rolled over from a may be subject to a 10%tax penalty qualified plan or individual retirement 1s. if withdrawn prior to age 59'/2. account may be subject to a 10%tax penalty if withdrawn prior to age 591/2, May I withdraw money from my Yes, if you qualify for an unforeseeable Yes, if you qualify for a hardship withdrawal `( n account while employed? emergency, if you continue to work past or if you continue to work past age 591/2 and ; i 51,44, age 701/2 and other limited circumstances. the plan document allows this provision. , When may I begin benefit payments Whenyou leave employment, If leave employment ata e i,t 9 pY you9 � 1. from my account without a penalty? regardless of age, 55 or older, or at age 59Y2. v ,i r__ May I change my benefit payment Yes.You have complete flexibility Contact your plan provider. ,_- option, amount or frequency when choosing and changing once I start my payout? your withdrawal options. Must I elect my payout date No. Not only are your withdrawal options No. Not only are your withdrawal options x= when I leave employment? flexible,so is your payout date. flexible,so is your payout date. Is there a loan provision and Yes. Contact your plan provider. a hardship provision? 'It."', ----- Are there coordination limits No.You can contribute the No.You can contribute the -- between 457b and 403b plans? maximum to each plan. maximum to each plan. y- Do I have front-end or back-end No. The NYSDCP does not assess any Contact your plan provider. sales charges upon withdrawal? front-end or back-end sales charges. . " - Do I have a brokerage window option? PCRA offered by Charles Schwab&Co., Inc. Unlikely, Contact your plan provider. Visit nysdcp.com or call the HELPLINE at (800) 422-8463 to learn more about the New York State Deferred , Compensation Plan. TTY/TDD services are available toll-free, 24 hours a day, at (800) 514-2447. i E. Federal income tax laws are complex and subject to change.The information in this orochure is based on current interpretations of the law and '' is not guaranteed, Neither the New York State Deferred Compensation Board nor the Plan's Administrative Service Agency gives legal or tax advice.You should consult your attorney or tax adviser for answers to your specific tax questions. F Account Executives are registered representatives of Nationwide Investment Services Corporation, Member FINRA. NRM-3341NY-NY11(01/15) ® n-ri-Win.23 fft t!9„it,,,,t1tr'- t't--'---4--,t,t-- - '''' i'-' '-',':.:1''''''' douarter2 --- • r 11111 uar 2n ° er i„..,,,,.,,,,, NewYork State - Deferred Compensation Plan ,, II HELPLINE:1-800-422-8463 TTY/TDD:1-800-514-2447 WEB:nysdcp.com If ,r A Plan for Your Future ...' ', - -,, ..-- .•c:','" 3;41';.- =1,7,,,,,,, ;;:: 74 ._.„., ---,,,,.,-- , .. _.,_ . ,., Dear Plan Participants: Did you know? .. ' You belong belong to the largest public employee deferred compensation plan in the United States, based on assets andthe number of participants. Here are some interesting statistics: : .. $18.4 Billion in Assets ,.... „ , .. .. _ . . f III Number of Total Annual Total Annual Participants: deferrals: Benefit payments: over ,,.. 209,000 $935 million $357 million .... The Plan leverages its premier status to negotiate lower fees and add '-''''''',i, value that can enhance your participation. We also make sure that every dollar you've saved through the Plan gets our top attention, , security and protection, so it'll be there for you when you need it. \ Most importantly, the Plan is #1 in service to participants. We know, because people people like you tell us so every day. Lastyear, assisted an average of nearly 20,000 participants eac n investment the HELPLINE each month with options to ''':,-,, We • - --- issues ranging from understanding the Plan ,,..,.: something as complicated as converting assets to Roth. And way more often than not, they thank us for makingretirement planning , , ,, „ntit,1,/ t.„1,, )t, , , t I 1-, tt t,t 1 easier and Plan participation better. ''",.: B t- Lt ,/,1. 1111, 1-to t t it tt , II, . The Plan's goal is to make you feel like you're #1 every day. When = you need Plan assistance, please call the HELPLINE or your Account .,,, -i, , Hi . t, I, i, , ,,OP `,L1 , . Executive at 1-800-422-8463. c,,rirmrt t -It i t it 1( t, Alt tt tit-in . tt'i tt t it t-lip t tt tt tt n - it [Ait BC t't:::: Note: Plan Statistics as of April 30,2015. „ . 11(•-, 1,1 0/ 1,, mi I ,m,,Iri in, , •-,1 o 11 .20(), il „..1)(R..._tr...3 - -1” . „ , . ,,„1, , 4.'". , H, , 111H , ik 1,11)1, ,I(Ii,t ,I, ir ml- F) 11 ri, ,' ,,,,H,F),ii r) .,,/ill l,,, 1,1,1i, ,rftl Eci,,i,m1 Diana Jones Ritter Blake G.Washington Robert F.Mujica '': 11 r - ' ' HI rrir ,rrrr information 0 understand what investment alternatives are available to them under the Plan.If you need Enhancements tax or legal advice, New Security Enhancements please ask your accountant or lawyer.While we are pleased to The Plan is committed to continually improving security. On the Plan Web site, help keep you up to date on your you will be prompted to update account security information.The new security retirement savings,nothing in this newsletter can change the terms of enhancements are being introduced to participants in stages, beginning the Plan or any investment contract. June 2015 and running through December 2015. Participants in the New York State Security enhancements include: Deferred Compensation Plan will be charged administrative fees for • User names and passwords may need to be changed to meet new minimum the Plan year beginning April 1,2015 security requirements and ending March 31,2016.Each participant account is charged a • A requirement to confirm/provide an account recovery email address $20 annual fee,assessed in two $10 semi-annual installments in • Four new security questions April and October.In addition, an asset-based fee determined • A more robust password reset process by the Board will be assessed to participants with a balance Please take any actions requested regarding your account security when you see greater than$20,000.The asset- the prompts. The updated security measures will add another layer of protection based fee will not be assessed to your account. on assets in excess of$200,000. The semiannual asset-based fee If you have specific questions regarding the security enhancements, contact the assessed in April 2015 was 0.020%. HELPLINE at 1-800-422-8463. It is anticipated that the semi- annual asset-based fee to be assessed in October 2015 • will be 0.020%. Perkins Mid Cap Value Fund Each of the mutual funds offered by the Plan has fund expenses that are netted directly from the The Board regularly evaluates the investment options under the Plan based on mutual fund's daily price.These Plan Investment Policy guidelines. Plan investment options may be removed will vary based upon the investment fund selected. when the Board and its independent investment advisor determine that the fund is no longer an appropriate investment option for the Plan. The Board has Information provided by Account decided to remove the Perkins Mid Cap Value Fund (JDPNX) as an investment Executives is for educational option because of the fund's continued underperformance relative to its purposes only and is not intended as investment advice.Neither the benchmark and recent changes in the portfolio management team. The Fund Administrative Service Agency nor will be removed as an investment option under the Plan on August 18, 2015 any of its representatives offer investment,legal or tax advice. The Board also determined that it is appropriate to transfer the assets in the For such guidance,you should LII Perkins Mid Cap Value Fund to the Vanguard Mid Cap Index Fund. When a fund consult your own investment, in the Plan is removed as an investment option, participants may choose to legal or tax adviser. move those balances to other available investment options offered in the Plan. Account Executives are This may be done by speaking to a HELPLINE representative at 800-422-8463, registered representatives of or online in the secure portion of the Plan's Web site. If you do not exchange Nationwide Investment Services out of this fund on your own by August 17, 2015, your Plan account balance in the Corporation, Member FINRA. Perkins Mid Cap Value Fund will be transferred to the Vanguard Mid Cap Index New York State Fund (VMCPX) on August 18, 2015 and any deferrals after this date will Deferred Compensation Plan be directed to the Vanguard Mid Cap Index Fund. Room 124 Empire State Plaza Changes in your Plan's investment options offer you an excellent opportunity P.O. Box 2103 I to reevaluate your personal investment strategy and fund options within your Albany, NY 12220 retirement account. Please feel free to call the HELPLINE should you have ©2015 Nationwide any questions. NRM-2830NY-NY.45(06/15) =»■1E=MX.•' - 1 ' 1-:0U 4 4+ . nys_cp.com ' � `33• *a. s'S"e fiar �` i .y -:pro;s.,,. - _ _ _. - - - - _ _ 1.w New York State , Deferred Compensation Plan 1 A Plan for You)Future The New York State Deferred Compensation Plan offers many •The frequency of your benefit payment can be monthly, quarterly, ways for you to receive benefit semi-annually, or annually.You may also elect to receive your benefit payments over a payments. This brochure provides fixed number of years, not to exceed your life expectancy, or as a fixed dollar amount. an overview of the benefit Payments paid over a fixed number of years may vary based on the value of your payment options available to you. Plan account at the time of each payment. Each payment must be at least$100. And if you need any additional • Benefits payments paid as a fixed dollar amount will each be the same. assistance, please contact the HELPLINE at or • If you are over 701/2, an additional payment will be made to meet your local Account Executive. your Required Minimum Distribution, if necessary. You are eligible to receive your • In the event of your death,your beneficiary will receive any remaining account balance. Plan benefits when you retire or leave the employer through whom you make deferrals to •You may receive benefit payments in the form of partial lump sum withdrawals. your Plan account. However, you are not required to begin •You may take up to 12 partial withdrawals annually receiving benefits until you are Each withdrawal must be at least$100. 701 years old—the Plan is here •You may postpone payment of the remainder of your Plan account balance until age to serve you throughout your 701/2, request additional partial withdrawals, as needed, or establish periodic payments. lifetime.You may change your benefit payment option at any • Partial withdrawals may be paid even if you are receiving periodic payments. • time (as long as you receive your required minimum distribution if you are 701/2 or older). •Your Plan account is paid out in one lump sum payment. •You will no longer be a participant in the Plan. Visit the Plan Web Site at •Whether you are actively at work or separated from service,you can roll over the assets nysdcp.com.Or Call the HELPLINE you have in another governmental deferred compensation plan, IRA, or other eligible retirement plan into your Plan account to consolidate your retirement planning. at to Learn More About the New York State •You may, but are not required to, roll your Plan assets out of the Plan Deferred Compensation Plan. when you are eligible to receive a benefit payment to another governmental deferred compensation plan, an IRA, or other eligible retirement plan. TTY/TDD services are available toll- free — •Tax consequences, distribution options, investment options, and participation costs in other types of retirement plans may differ from the Plan. Contact the 24 hours a day. HELPLINE or local Account Executive with any questions you may have. All benefit payments paid from pre-tax deferral accounts and the taxable The New York State Deferred Compensation portion of non qualifying distribution from a Roth account will be Plan is a State-sponsored employee subject to federal income taxes. State income tax liability will depend benefit for State employees and on the laws in your state of residence when benefits are received. employees of participating employers. Plan Mission Statement:The New York State Deferred Compensation Plan is a voluntary retirement savings plan that provides Neither the Administrative Service Agency nor any of its representatives offer legal or tax advice. For such guidance,you should consult your own legal or tax adviser. quality investment options,investment educational programs and related services Account Executives are registered representatives of Nationwide Investment Services Corporation,Member to help State and local public employees FINRA.NRM-3279NY-NY.8 (02/13) 'Ja ,m 0 23 achieve their retirement savings goals. ac "` 4 ' '4i- .; 1g5lN4' gni s , . r„ r � 1 �,' a s , sxrx s z ,, ;� . `° a # t a '011�„xY. 9 , .` ��, t T�, "t A'. t a- laz * < te €+m 4 , 4 >' s s , , "ye x «as14 ScR45m ."„,fi re # s . 174 47,41y ,.. > x ', ,i ,,+s aid 1ai , a , �? y. { *.4-'4674'i0,1- Distribution of assets rolled into the Plan continue to be subject All state employees and employees of localities and school districts to the distribution rules of the former plan,which could include a that participate in the State Plan. 10%early withdrawal penalty if they are received before age 591/2. Yes, regular deferrals are pre-tax for federal and New York State income tax purposes but not for FICA. Roth contributions are You may begin benefit payments when you leave employment. available and are made after-tax. There is no pre-mature distribution penalty taxes on the Deferred Compensation Plan benefit payments regardless of age. 1% of compensation. But not less than $10 per pay period. Yes.You have complete flexibility when choosing and changing Below are the annual maximum amounts that you can defer:* your benefit payment options.Also, the first$20,000 in periodic Annual Age 50+ Retirement benefit payments you receive each year may be exempt from New Maximum Catch-Up Catch-Up Limit York State income tax if you are a New York State resident and at least age 591/2. $17,500 $23,000 $35,000 Yes, if your deferrals in previous years were less than the amount No. Not only are your benefit payment options flexible, so is the allowed by law,you may be eligible to make Retirement Catch- commencement of your payout date. Benefit payments must begin Up deferrals. If you are age 50 or over,you may make Age 50 and at age 701/2. or upon termination of employment from the employer • Over Catch-Up deferrals. Important: Retirement Catch-up cannot that participates in the Plan,whichever is later, under the Required be used in the same year as Age 50 and Over Catch-up. Minimum Distribution (RMD) provision. You may change your deferral amounts as often asyou like. Ordinary income taxes apply when the pre-tax potion of your Plan However, changes may take up to two payroll periods and will be account is paid to you, usually at retirement. Distributions from effective in the calendar month following the request. your Roth account, if qualified, are recived tax free. You choose the method and commencement date for your benefit payments. Yes.You can contribute the maximum amount to your Plan account and the maximum amount to your 403(6) plan at the The Plan has a semi-annual administrative fee that is a combination same time. ir. of a fixed fee and an asset-based fee. The asset-based fee is not u, d3 levied on accounts below$20,000 or on account assets that exceed $200,000. Some of the mutual funds offered as investment options ;i pay reimbursements that are credited to participant's accounts who Yes—You can roll over money from a 457(6),401(k),403(b) or are invested in the mutual fund paying the reimbursement. traditional IRA into your NYSDCP account. No. The Deferred Compensation Plan does not assess any front- Yes.The Plan permits loans to participants who are currently end or back-end sales charges, but some mutual funds may impose employed by the State or a participating employer or who are on a short term redemption fee. an approved leave of absence.The loan cannot exceed the lesser of 50%of your Plan account balance or$50,000. Visit the Plan Web site at nysdcp.com.Or call the HELPLINE 5 at 800-422-8463 to learn more about the New York State Deferred Compensation Plan.TTY/TDD services are available Yes, if you are 701 or older, qualify for an unforeseeable toll-free 800-514-2447. emergency withdrawal, if you have rolled over assets from a * Source: IRS Announces 2013 Pension Plan Limitations, IR-2012-77, Oct.18,2012. 401,403(b), or an IRA and other very limited circumstances. New York State 9pDeferredomPensationPi HELPLINE: 1-800-422-8463 a Plan for Your Future WWW.NYSDCP.COM 111 UNFORESEEABLE EMERGENCY DISTRIBUTION REQUEST INSTRUCTIONS Enclosed is a copy of the Unforeseeable Emergency Distribution Request Form that you requested. In order to qualify for an emergency distribution,your circumstances must meet the following Internal Revenue Service(IRS)definition of an unforeseeable emergency. There must be"severe financial hardship to the participant resulting from...extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant." Where there is an unforeseeable financial emergency as defined above,payment"may not be made to the extent that such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the participant's assets,to the extent the liquidation of such assets would not itself cause severe financial hardship, or through cessation of deferrals under the plan." In general, an unforeseeable emergency is a circumstance that could not have been predicted, such as unexpected medical expenses, casualty loss, or death of a family member. An unforeseeable emergency may be granted for an emergency experienced by the Participant,the Participant's dependents,or the Participant's designated beneficiaries. The purchase of a home or sending a child to college is not considered an unforeseeable emergency under the Plan or under the IRS Code. If you feel that your situation meets these requirements,you may apply for an Unforeseeable Emergency Distribution by completing the attached form. Your request must be only for the amount necessary to cover your financial hardship, plus the amount of income taxes that are withheld on an emergency distribution,if any. An Unforeseeable Emergency Distribution is subject to 10%federal tax withholding. However,this amount is not mandatory and can be adjusted to a 0% tax withholding. All distributions are subject to federal, applicable state and local taxes. Payments will be reported on a Form • 1099-R. The plan requires documentation of the financial hardship for your application to he approved. Upon receiving all necessary documentation related to the unforeseeable emergency,your file will be reviewed and, in most cases,an initial decision will be rendered within one week. A letter will be sent to you to notify you of the decision. If your request is denied,a denial letter will be sent to you that will contain instructions should you wish to appeal the denial to the Review Committee. Pay careful attention to the time limits for filing your appeal request. The decision of the Review Committee is final and binding. Please note when taking a distribution that some mutual funds may impose a short-term trading fee upon distribution. Please read the underlying prospectuses carefully. S AVAILABLE FOR A_� DIRECT DEPOSIT INSTRUCTIONS (NOT Li Savings Account. Check only one option: ❑ Checking Account W oe Account Number Bank/Credit Union Name z ABA NUMBER(First nine digits only) I: / / / / / / /_ / / / 1 V W a Your ABA number appears at the bottom of your checks between the markings indicated above. p r Bank or Credit Union Telephone Number: ( ) u+ ; Note: Direct deposit is only offered through members of the Automatic Clearing House(ACH). Q a; Is this account associated with a brokerage firm or other investment firm? ❑ Yes ❑No If yes,have you confirmed that the ABA and account numbers are correct'? ❑ Yes ❑No Please note: You must include a voided check if your distribution is being sent to your checking account. I understand that the gross amount of the Unforeseeable Emergency Distribution will be calculated such that, after withholding taxes,the net amount will be as close to the amount approved as necessary to meet my financial need. ACKNOWLEDGEMENTS By signing this application, I hereby acknowledge the following: • I have exhausted all other sources available to meet my financial need described above and the amount 1 requested is only the amount that I reasonably require to satisfy the emergency need. • My financial need cannot be relieved: • through reimbursement or compensation by insurance or otherwise; • by a loan or a financial hardship distribution from a 401(k)plan(if available),or other qualified plan; • by liquidation of my assets,to the extent such liquidation would not itself cause severe financial hardship; or • by cessation of deferrals under the Plan. - ♦ I have attached documentation supporting this request for an unforeseeable emergency distribution. • I understand that these funds are taxable to me in the year that I receive them. • Unforeseeable Emergency Distributions are not an eligible Rollover distribution. • Any outstanding loan balance will continue to be active and payments will be required. AUTHORIZATION I attest that the information provided on this form is true.I understand that I may be subject to civil and criminal liability for any false statement on this form or any papers attached or related to this form. I understand that mutual funds may impose a short-term trade fee and that I should read the underlying prospectuses carefully for more information. Participant Signature Date L., Please return this form with appropriate documentation to: New York State Deferred Compensation Plan Administrative Service Agency - P.O. Box 182797 Columbus,OH 43218-2797 OR Fax to: 1-877-677-4329 When faxing paperwork,please allow two hours from receipt for it to be processed.If your fax is sent after 3 p.m.your paperwork will be processed on the next business day. Overnight Address: New York State Deferred Compensation Plan Administrative Service Agency,DSPF-F2 3400 Southpark Place, Suite A Grove City,OH 43123-4856 DC-3789-0515 HELPLINE: 1-800-422-8463 New York State WWW.NYSDCP.COM Deferred Compensation Plan A Plan for Your Future BENEFICIARY DESIGNATION PERSONAL DATA Name(Please Print) Social Security Number/Account Number Home Address Date of Birth City State Zip Home Telephone Number Employer Work Telephone Number BENEFICIARY INFORMATION This Beneficiary Designation will be valid only if: • It is signed and dated. • Each beneficiary is clearly named,the relationship to the participant,and dates of birth are provided,and the benefit percentages total 100%. • It is also suggested that Social Security numbers are provided to facilitate identification. • A primary beneficiary is the person or persons who are your first choice to receive your Plan benefits in the event of your death. Should a primary beneficiary pre-decease you,your Plan assets will be divided among the 410 remaining primary beneficiaries, if any. • A contingent beneficiary is the person or persons who would receive your Plan benefits if your primary beneficiary(or all your primary beneficiaries,if more than one)predecease you. • A person may not be listed as both a primary and a contingent beneficiary. • A surviving spouse who is a Plan participant because he or she is a beneficiary of a deceased participant may designate a beneficiary. If your participation in the Plan is solely because you are a beneficiary of a deceased participant or if your account was established as a result of a Qualified Domestic Relations Order,you may not designate a beneficiary. • Please attach a separate sheet,if you need to list additional beneficiaries. • The Estate Powers and Trust Law(EPTL) §5.14 requires that if the participant wishes to keep the former spouse as the beneficiary after a divorce,annulment,or judicial separation,the participant must re-designate the former spouse as a beneficiary by submitting a new form to the Plan after the date of the divorce,annulment,or judicial separation. • If you select"Equal Percentage"for your beneficiaries,there may be some minor variance based upon the number of beneficiaries you have listed. For example: if you list three beneficiaries,the oldest beneficiary will be designated 33.34%and the other two will be 33.33%. S Primary Beneficiary(ies) (must be in whole percentages and total 100%) U Equal percentages for each primary beneficiary • Beneficiary Name Relationship Date of Birth. Social Security Number Percent Beneficiary Address Phone Number Beneficiary Name Relationship Date of Birth Social Security Number Percent Beneficiary Address Phone Number Beneficiary Name Relationship Date of Birth Social Security Number Percent Beneficiary Address Phone Number Total= 100% Contingent Beneficiary(ies)(must be in whole percentages and total 100%) U Equal percentages for each contingent beneficiary Beneficiary Name Relationship Date of Birth Social Security Number Percent Beneficiary Address Phone Number • Beneficiary Name Relationship Date of Birth Social Security Number Percent Beneficiary Address Phone Number Beneficiary Name Relationship Date of Birth Social Security Number Percent BeneficiaryAddress ress Phone Number Total= 100% jj AUTHORIZATION1,:"AlOV . The execution of this form and acceptance by the NYSDCP revokes all prior designations that I have made. I understand that L ,) if percentages are not provided or if the box designating equal percentages is not marked,your Plan assets will be divided equally among your named beneficiaries or contingent beneficiaries,as provided on the front of this form. Participant Signature Date Return to: New York State Deferred Compensation Plan OR Fax to: 1-877-677-4329 Administrative Service Agency When faxing paperwork,please allow two hours from receipt for it to be P.O.Box 182797 processed.If your fax is sent after 3 p.m.your paperwork will be processec Columbus,OH 43218-2797 on the next business day. Overnight Address: New York State Deferred Compensation Plan Administrative Service Agency,DSPF-F2 Tell a Friend 3400 Southpark Place,Suite A - Grove City,OH 43123-4856 NVEDCF MAKES A DIFFERENCE, WWW.nvsDtP.; ., New York State Deferred Compensation Plan SUGGESTED Communication Launch Strategy For Town of Southold Project Description Assigned To: Identify Enrollment Workshop dates and locations NYSDCP and Town of Southold Order Flyers and posters with workshop information NYSDCP • Announce change to: Town Employees, Human NYSDCP and Town of Resource Coordinators, Shop Stewarts Southold • If possible have NYSDCP attend Management Staff meeting Announcement letter to all employees at each worksite. Announce NYSDCP and Town of new benefit and reasons for adopting NYSDCP Southold List all workshops at each worksite and the dates to attend Where to watch for details—(web link?) Enrollment Workshops begin(see suggested schedule on page XX) NYSDCP and Town of • Email, hang posters/distribute flyers in advance Southold • Email reminder/announcement day of workshop New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA ► New York State "(1.. Compensation Plan Implementation and Rollout Timeline XX to XX** weeks prior to implementation\rollout o Resolution &Administrative Checklist provided to NYSDCP o NYSDCP meets with Town of Southold representatives to initiate discussion around payroll submission o NYSDCP begins internal discussion/action surrounding any systems updates to accommodate payroll and acct transfer. XX to XX weeks prior to implementation\rollout • o Town of Southold announces new benefit to all employees o Identify locations and times for educational workshops. o Begin conducting enrollment and education workshops per attached schedule Iw' 14 New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA XX to XX weeks prior to implementation\rollout o Contact Town Finance Department to begin discussion around payroll submission and dates. Go over payroll reporting. Work with Finance/Payroll to obtain test payroll files o Continue conducting enrollment and education workshops — determine any locations needing additional meetings/shifts. o Begin entering enrollment forms that have been received using first payroll date as the effective date. XX to XX weeks prior to implementation\rollout o If warranted, send out second communication to participants encouraging them to attend a workshop. o Conduct final, enrollment and education workshops. o Conduct training updates for HELPLINE • XX to XX weeks prior to implementation\rollout o Obtain date that payroll/Finance department needs final list of participants and deferral amounts for first payroll that will be processed by the Plan ASA. Provide the list of all participants who have responded by that date. o Determine any follow-up needed for specific Town locations. New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA XX to XX weeks prior to implementation\rollout o Receive and invest funds. Process first payroll. XX to XX weeks prior to implementation\rollout o Process any enrollment forms received after initial rollout for first available payroll on a daily basis. o Work with Town payroll as needed to work through any individual participant issues. o Distribute Town locations to local Account Executive for ongoing individual and customer service. • i:r127(L�: New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA SAMPLE ANNOUNCEMENT LETTERS Attached are sample letters. These are intended to be sent from the Town and provide essential components of the communications and can be further customized by the Town . These can be distributed how the Town deems best whether email, interoffice or mailed to employee's homes. We suggest the following written communications: 1. Manager/Union Announcement 2. General Employee Announcement New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA 3. SAMPLE DRAFT —RUN ON LETTERHEAD (This is a sample only and can be customized by Town of Southold) To: Town Employees From: Town Personnel Date: XXX 1, 2015 Re: NEW: Deferred Compensation Benefits We are pleased to inform you that Town of Southold has passed a resolution to offer a new tax deferred retirement savings benefit to the employees of the Town through the New York State Deferred Compensation Plan. _ Participation in the New York State Deferred Compensation Plan provides the following benefits to all employees who choose to enroll: • Invest up to $18,000.00 on a tax deferred basis in 2015 • Allow you do designate your personal deferral rate starting as low as 1%or$10 per pay • Personal service delivered by a local Account Executive through educational workshops and individual assistance. • A toll-free HELPLINE customer service team staffed by licensed representatives available from 8:00 a.m. -11:00 p.m. Mon.-Fri. & Sat. 9:00 a.m.— 6:00 p.m. • The Plan offers 26 high quality investment choices, including pre-mixed LifeCycle • =_ Funds, and a brokerage window with access to 3,200 mutual funds. The local NYSDCP Account Executives will conduct educational workshops to cover the basics of deferred compensation and discuss how to diversify your investments. They will also be available to meet with you individually following each workshop. Please plan on attending one of the upcoming workshops and encourage your staff or union members to attend, as well. - (Insert location) (Insert dates &times) We believe in the benefits this type of Plan can bring to you and we encourage you to attend one 1 of the upcoming workshops. The Town of Southold takes pride in the benefits offered and we r are confident that you will be pleased with the new Plan. _ *** New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 = Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA To: Town Employees From: Personnel Date: xxx xx, 2015 Re: Deferred Compensation Benefits As previously communicated,the Town of Southold York has passed a resolution to offer a new retirement savings benefit to all employees. Administration of the new deferred compensation benefits will be done by the New York State Deferred Compensation Plan (the Plan). This benefit will be available beginning on the payroll of XXXXXX, 2015. This is an important benefit that will help prepare you for your retirement future. The Deferred Compensation Plan permits you to save for retirement without having your contributions subject to current federal and New York State income tax until you retire or separate from service. Contributions are automatically deducted from your salary each pay period, and can be changed at any time. The Plan provides a wide variety of investment options and education to assist you. To take advantage of this new benefit, we need you to complete an enrollment form with the New York State Deferred Compensation Plan. This form will you to provide the Plan with you . contact information, your desired rate of savings and investment choices, as well as, designate your beneficiaries. Local Plan Account Executives will conduct the following education workshops to cover the basics of deferred compensation and discuss how to diversify your investments. They will also be available to meet with you individually following each workshop. Please plan on attending one of the upcoming workshops: (Insert locations & dates). For additional questions, feel free to call me directly or the New York State Customer Service HELPLINE at: 1-800-422-8463. The HELPLINE is available between 8:00 AM—11:00 PM Monday—Friday, and Saturday 9:00 a.m.-6:00 p.m. or you can visit the website at www.nysdcp.com. We appreciate your assistance and look forward to serving you. New York State Deferred Compensation Plan Empire State Plaza Station,P.O.Box 2103 Albany,NY 12220-2103 Securities Transactions Processed through Nationwide Investment Services Corporation,Member FINRA NEW YORK STATE DEFERRED COMPENSATION PLAN LOCAL EMPLOYER ADOPTION KIT 1 DC-4046-0114 NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT TABLE OF CONTENTS SECTION 1. Adoption Checklist SECTION 2. Sample Resolution SECTION 3. New York State Plan Document SECTION 4. Internal Revenue Service Determination Letters SECTION 5. Section 5 of the New York State Finance Law SECTION 6. Rules and Regulations of the Deferred Compensation Board of the State of New York. 2 New York State 1.; Deferred Compensation Plan 4 t A Plan for Your Future Please return to: New York State Deferred Compensation Plan Administrative Services Agency 385 Jordan Road Troy,NY 12180 Fax:(518)286-9014 New York State Deferred Compensation Plan Administrative Checklist (Please complete a separate form for each payroll frequency) Employer Name: Address: Telephone: Fax: EMPLOYER CONTACTS Primary Contact: Name: Title: Address: Telephone: Fax: Email: Payroll Contact: Name: (Payroll Change Report) Title: Address: Telephone: Fax: Email: Additional Contact Name: (Payroll Billing If different than above) Title: Address: Telephone: Fax: Email: PAYROLL INFORMATION 1. Number of eligible employees 2. Will payroll remittances be a standard percentage of salary, flat ❑ %of Salary ❑Flat Dollar dollar basis or both? ❑ Both 3. Payroll Frequency(weekly, Bi-weekly, monthly) 0 Weekly ❑ Biweekly ❑Monthly Note:Payroll frequency determines Remittance Frequency—Plan 0 Other(please list dates): Guidelines require that payroll must be submitted within two days of pay date. 4. Remittance Frequency(Must be same as above) 0 Weekly ❑ Biweekly ❑Monthly Note:For multiple payroll frequency please submit separate checklist ❑ Other(please list dates): 5. Last Three Pay Dates / / / / / / 6. How will remittances be sent to the Trustee/Custodian? ❑Wire Transfer 0 Check 7. How will payroll detail be submitted? ❑ Diskette ❑ Electronic (electronic or diskette preferred) ❑ Hard copy (mail/fax) 8. How will termination dates be submitted? ❑ Electronic ❑ Hard copy OFFICE USE ONLY Plan Number: Account Executive: Date Received: NEW YORK STATE DEFERRED COMPENSATION PLAN ADOPTION CHECKLIST A local public employer desiring to adopt the New York State Deferred Compensation Plan for the voluntary participation of its employees must: Adopt a resolution of its governing body formally adopting the Plan, complete the related certification, and remit two copies to the Plan's Administrative Service Agency in the stamped self-addressed envelope enclosed for that purpose. A sample draft resolution has been enclosed for your convenience. Please submit Resolution on letterhead and have a raised seal for certification purposes. The Plan's Administrative Service Agency will then file all required information with the President of the New York State Civil Service Commission and will contact the local public employer and arrange to commence the enrollment process and begin planning for payroll deductions. To insure prompt commencement of participation, local employers should submit the aforementioned resolutions and certifications as soon as possible. 4 NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT SECTION 2 SAMPLE RESOLUTION 5 This sample resolution is enclosed for your convenience. Before adopting the Plan, a local public employer should consult with local counsel regarding any special requirements for adopting the Plan under local law. SAMPLE RESOLUTION (Name of Local Public Employer) Adoption Of The State of New York Deferred Compensation Plan WHEREAS, the (Employer) wishes to adopt the Deferred Compensation Plan for Employees of the State of New York and Other Participating Public Jurisdictions (the "Plan") for the voluntary participation of all eligible employees; and WHEREAS, the (Employer) is a local public employer eligible to adopt the Plan pursuant to Section 5 of the State Finance Law;* and WHEREAS, the (Employer) has reviewed the Plan established in accordance with Section 457 of the Internal Revenue Code and Section 5 of the State Finance Law of the State of New York; and WHEREAS, the purpose of the Plan is to encourage employees to make and continue careers with the (Employer) by providing eligible employees with a convenient and tax- favored method of saving on a regular and long-term basis and thereby provide for their retirement; *A local public employer eligible to adopt the Plan pursuant to Section 5 of the State Finance Law includes: a county, city, town,village or other political subdivision as defined in Section 131 of the retirement and Social Security law or civil division of the State; a school district or other governmental entity operating a public school, college, or university; a public improvement or special district, a public authority, commission, or public benefit corporation; or any other public corporation, agency or instrumentality or unit of government which exercises governmental powers under the laws of the State. 6 NOW, THEREFORE, it is hereby: RESOLVED, that the (Employer) hereby adopts the Plan for the voluntary participation of all eligible employees; and it is further RESOLVED, that the appropriate officials of the (Employer) are hereby authorized to take such actions and enter such agreements as are required or necessary for the adoption, implementation, and maintenance of the Plan; and it is further RESOLVED, that the Administrative Services Agency is hereby authorized to file copies of these resolutions and other required documents with the President of the State of New York Civil Service Commission. Adopted the day of , 20 ,at a meeting of the I hereby certify that the (Employer) is a local public employer within the meaning of Section 5 of the State Finance Law and that the adoption of the Plan has received all required approvals of any local governing body or officer and otherwise complies with local law. Witnesseth by: (Name of Local Public Employer) By: Consent of the Deferred Compensation Board of the State of New York to Local Public Employer's Participation By: 7 • NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT SECTION 3 NEW YORK STATE PLAN DOCUMENT 8 - Plan Document for the DEFERRED COMPENSATION PLAN FOR EMPLOYEES OF THE STATE OF NEW YORK AND OTHER PARTICIPATING PUBLIC JURISDICTIONS Amended and Restated as of February 15, 2013 TABLE OF CONTENTS Page �= Section 1 Definitions 2 Section 2 Participation 8 Section 3 Amounts Deferred or Contributed 9 Section 4 Investment of Amounts Deferred or Contributed And Rollover Contributions 12 Section 5 Rollovers 16 Section 6 Accounts and Records of the Plan 18 Section 7 Withdrawals for Unforeseeable Emergencies; Withdrawals of Small Amounts; Loans 20 Section 8 Distributions from the Plan and other Eligible Retirement Plans 23 Section 9 Designation of Beneficiaries 30 Section 10 Qualified Domestic Relations Orders 31 Section 11 Administration 32 Section 12 Adoptions by and Withdrawals if Participating Employers 36 Section 13 Amendment or Termination 38 Section 14 General Limitations and Provisions 39 i } 7-- i - PURPOSE The purpose of the Plan is to encourage Employees to make and continue careers with the State and other Public Employers by providing Employees with a convenient way to save on a regular and long-term basis and thereby provide for their retirement as set forth herein. A Participant's benefit under the Plan is limited to the Plan Benefit, and the value of the Plan Benefit will depend upon the investment results achieved by the Investment Options in which the Participant chooses to invest. Each Participant shall be 100 percent vested at all times in his or her Plan Benefit in accordance with the terms of the Plan. In accordance with Section 457 of the Code, all amounts of Compensation deferred or contributed under the Plan, all property and rights purchased with such amounts and all income attributable to such amounts, and all other property and rights are held in trust for the exclusive benefit of Participants and their Beneficiaries and Alternate Payees pursuant to the Trust Agreement. The Plan and the Trust Agreement are intended to satisfy the requirements for an eligible deferred compensation plan under Section 457 of the Code applicable to governmental employers described in Section 457(e)(1)(B) of the Code, and shall be construed and administered accordingly. To the extent that any term of the Plan is inconsistent with the provisions of Section 457 of the Code applicable to governmental employers,the inconsistent term shall, to the fullest extent possible, be treated for all purposes of the Plan as amended or reformed to conform to the applicable provisions of Section 457 of the Code. Except as otherwise provided herein, this amendment and restatement of the Plan is effective as of the Effective Date. 1 SECTION 1 DEFINITIONS When used herein, the following terms shall have the following meanings: 1.1 "Account" means each separate account established and maintained for an Account Participant under the Plan, including, as applicable, each Before-Tax Deferral Account, Roth Account, Rollover Account, Alternate Payee Account and Beneficiary Account. 1.2 "Account Participant"means each Participant, Beneficiary, Surviving Spouse, Alternate Payee or other individual with an Account. 1.3 "Administrative Service Agency" means an Administrative Service Agency as defined in the Regulations selected by the Board to provide services in respect of the Plan. 1.4 "Alternate Payee"means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all, or a portion of, the Plan Benefit with respect to such Participant. 1.5 "Alternate Payee Account"means the Account established for an Alternate Payee pursuant to a Qualified Domestic Relations Order. 1.6 "Amounts Deferred or Contributed" means the aggregate of Compensation deferred or contributed by a Participant pursuant to Sections 3.1 and 3.2, including Before-Tax Deferrals and Roth Contributions. 1.7 "Before-Tax Deferral Account"means the Account or Accounts established under the Plan to record a Participant's Before-Tax Deferrals, and the income, gains and losses credited thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Before-Tax Deferrals may also be referred to as a Before-Tax Deferral Account. 1.8 "Before-Tax Deferrals" means that part of a Participant's Compensation which is deferred into the Plan and is not includable in the Participant's taxable income which, in the absence of a Participant's election to defer such Compensation under Section 3.1, would have been paid to the Participant and would have been includable in the Participant's taxable income. 1.9 "Beneficiary"means the beneficiary or beneficiaries designated by a Participant or Surviving Spouse of a Participant pursuant to Section 9 to receive the amount, if any,payable under the Plan upon the death of such Participant or Surviving Spouse. 1.10 "Beneficiary Account"means the Account established for a Beneficiary in accordance with Section 6.2. 1.11 "Board" means the Deferred Compensation Board of the State of New York, established by Section 5 of the State Finance Law. 2 1 .12 "Business Day"means, subject to Section 4.4(b), any day(measured in accordance with State time)on which the New York Stock Exchange is open for the trading of securities. 1 .13 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended, and the applicable Treasury Regulations and rulings thereunder. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered. 1.14 "Compensation" means: (a) all compensation for services to the Employer, including salary, wages, fees, commissions and overtime pay that is includible in the Employee's gross income for each Plan Year under the Code; (b) any differential wage payments defined in Code Section 3401(h)(2)pursuant to the HEART Act; and (c) any accumulated sick pay, accumulated vacation pay and back pay paid to a Participant by his or her Employer,provided that such accumulated sick pay, accumulated vacation pay and back pay is received by the Plan in accordance with the timing requirements of the Treasury Regulations promulgated under Section 457 of the Code. 1.15 "Designated Roth Employer" means an Employer that permits (in accordance with any applicable procedures as may be required by the Board)Participants who are its Employees to make Roth Contributions pursuant to Section 3.1(c). 1.16 "Distributee"means (a) an Employee or former Employee, (b) the Surviving Spouse of an Employee or former Employee and (c)the spouse or former spouse of an Employee or former Employee, but only to the extent such spouse or former spouse is an Alternate Payee under a Qualified Domestic Relations Order and only with regard to the interest of such spouse or former spouse. 1.17 "Earliest Retirement Date"means the earlier of(a)the date on which the Participant Severs from Employment or(b)the date the Participant attains age 50. 1.18 "Effective Date" means January 1, 2011. 1.19 "Eligible Retirement Plan"means: (a) an individual retirement account described in Section 408(a) of the Code; (b) an individual retirement annuity described in Section 408(b) of the Code; (c) a qualified trust under Section 401(a) or 401(k)of the Code; (d) an annuity contract or custodial account described in Section 403(b) of the Code; 3 (e) an eligible deferred compensation plan described in Section 457 of the Code that is maintained by a state, political subdivision of a state, any agency or instrumentality of a state or political subdivision of a state; and (f) a Roth IRA. 1.20 "Eligible Rollover Distribution" means all or any portion of the balance of the Plan to the credit of a Distributee or a Beneficiary of a Participant, except that an Eligible Rollover Distribution shall not include (a) any distribution that is (i)one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's Beneficiary or(ii) for a specified period of ten years or more, (b) any distribution to the extent such distribution is required under Section 401(a)(9)of the Code, or (c)any distribution due to an Unforeseeable Emergency. 1.21 "Employee"means any individual who receives Compensation for services from the Employer, including(a) any elected or appointed officer or employee of the Employer, (b) an officer or employee of an institution under the management and control of Cornell or Alfred University (inasmuch as such entities are acting as representatives of the Board of Trustees of the State University), and (c) any employee who is included in a unit of employees covered by a negotiated collective bargaining agreement that specifically provides for participation in the Plan. An Employee shall not include an independent contractor, a consultant or any other individual classified by the Employer as not eligible to participate in the Plan. 1.22 "Employer"means the State and each Participating Employer, or any of them. 1.23 "Enrollment Date" means,with respect to an Employee who is eligible to enroll or be enrolled in the Plan, any payroll date on which such Employee receives Compensation, or such other date or dates as the Administrative Service Agency may establish either in lieu of, or in addition to, such dates. 1.24 "Financial Organization" means a Financial Organization as defined in the Regulations selected by the Board to provide services in respect of the Plan. 1.25 "HEART Act"means the Heroes Earnings Assistance and Relief Tax Act of 2008. 1.26 "Includible Compensation" means "includible compensation" as defined in Section 457(e)(5) of the Code. 1.27 "Investment Fund" means each of the investment funds made available by the Board through the Plan in accordance with Section 6.5(b). 1.28 "Investment Option"means each of the Investment Funds and each other investment option made available by the Board through the Plan in accordance with Section 6.5(b). 1.29 "Normal Retirement Age"means any age designated by a Participant within the following parameters: (i) beginning (A)no earlier than the earliest age at which the Participant has the right to retire under the basic pension plan, if any, in which the Participant participates in 4 connection with his or her service to the Employer and to receive immediate retirement benefits without actuarial or similar reduction because of retirement before some later age specified in such basic pension plan or, (B) in the case of a Participant who does not participate in such basic pension plan, no earlier than age 65, and (ii)ending no later than age 70'/2. Notwithstanding the previous sentence, a Participant who is a qualified police officer or firefighter(as defined under Section 415(b)(2)(H)(ii)(I) of the Code)may designate a Normal Retirement Age that is earlier than the earliest Normal Retirement Age described above, but in no event may such Normal Retirement Age be earlier than age 40. Notwithstanding anything in the Plan to the contrary, a Participant's designation of a Normal Retirement Age shall not control the date that payment of such Participant's benefits shall commence pursuant to Section 8. 1.30 "Participant"means an Employee or former Employee who is not deceased and who has an Account or Rollover Account under the Plan. 1.31 "Participating Employer" means any Public Employer, the governing body of which has adopted the Plan by appropriate resolution or other legal action with the consent of the Board and, in any case where a resolution or other legal action of such governing body is required by law to be approved by any other body or officer, with the written approval of such other body or officer. 1.32 "Participation Agreement" means an agreement in writing or in such other form approved by the Board pursuant to which the Employee elects to reduce his or her Compensation for future Enrollment Dates and to have amounts deferred or contributed into the Plan on his or her behalf in accordance with the terms of the Plan. 1.33 "Plan"means the Deferred Compensation Plan for Employees of the State of New York and Other Participating Public Jurisdictions, as the same may be amended from time to time. 1.34 "Plan Benefit"has the meaning set forth in Section 6.5. 1.35 "Plan Year"means the calendar year. 1.36 "Public Employer"means a Public Employer as defined in Section 5 of the State Finance Law. 1.37 "Qualified Domestic Relations Order" means any judgment, decree or order, including approval of a property settlement agreement,that has been determined by the Administrative Service Agency to meet the requirements of a qualified domestic relations order within the meaning of Section 414(p) of the Code. 1.38 "Qualified Roth Contribution Program" means a qualified Roth contribution program as defined in Section 402A of the Code. 1.39 "Regulations" means the rules and regulations promulgated by the Board pursuant to Section 5 of the State Finance Law, as the same may be amended from time to time. 1.40 "Required Beginning Date" means April 1 of the calendar year following the later of the calendar year in which the Participant: (a) attains age 70 1/2, or(b) Severs from Employment. 5 1.41 "Review Committee"means the committee designated to review claims to rights or benefits under the Plan in accordance with Section 11.8 and requests for Unforeseeable Emergency withdrawals under Section 7. 1.42 "Rollover Account" means the Account or Accounts established and maintained in respect of a Participant or a Beneficiary who is a Participant's Surviving Spouse or, if applicable, by a spousal Alternate Payee, pursuant to Section 5.2(c). 1.43 "Rollover Contribution" means the amount contributed by a Participant or a Beneficiary to a Rollover Account or, if applicable, by an Alternate Payee to an Alternate Payee Account, in accordance with Section 5.2, that the Administrative Service Agency has determined would qualify as an Eligible Rollover Distribution, other than a distribution consisting of contributions to a Roth IRA, and which the Administrative Service Agency has determined may be contributed. 1.44 "Roth Account" means the Account or Accounts established under the Plan to record a Participant's Roth Contributions, and the income, gains and losses credited thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant Participant's Roth Contributions may also be referred to as a Roth Account. 1.45 "Roth Contributions"means amounts contributed pursuant to Section 3.1 by a Participant who is an Employee of a Designated Roth Employer,which amounts are: (a) designated irrevocably by the Participant at the time of the contribution election as Roth Contributions that are being made from Compensation pursuant to Section 3.1(c); and (b) treated by the Designated Roth Employer as includible in the Participant's income at the time the Participant would have received that amount in Compensation. 1.46 "Roth IRA"has the meaning set forth in Section 408A of the Code. 1.47 "Roth Program" means a Qualified Roth Contribution Program within the Plan. 1.48 "Section 457 Transfer" means a transfer made into an Account pursuant to Section 5.1. 1.49 "Severance from Employment" or"Severs from Employment"means a severance from employment with an Employer within the meaning of Section 457 of the Code. 1.50 "Staff'means employees hired by the Board pursuant to Section 5(2)(f) of the State Finance Law who serve as full-time or part-time staff of the Board. For the avoidance of doubt, Staff shall not mean any individual who performs work for or on behalf of the Plan pursuant to an agreement between the Board and an Administrative Service Agency, Trustee, Financial Organization, or any other entity that provides services to the Board. 1.51 "State"means the State of New York. 1.52 "Surviving Spouse"means the survivor of a deceased Participant to whom such Participant was legally married on the date of the Participant's death. 6 1.53 "Treasury Regulations" means the regulations promulgated by the Treasury Department under the Code, as now in effect or as hereafter amended. All citations to sections of the Treasury Regulations are to such sections as they may from time to time be amended or renumbered. 1.54 "Trust Agreement" means an agreement entered into in respect of the Plan between the Board and one or more Trustees pursuant to which all cash and other rights and properties and all income attributable to such cash and rights and properties are held in trust, as such agreement may be amended from time to time. 1.55 "Trust Fund"means the assets of the Plan, including cash and other rights and properties arising from Amounts Deferred or Contributed, Section 457 Transfers and Rollover Contributions which are held and administered by the Trustee pursuant to the Trust Agreement. 1.56 "Trustee" means the trustee or trustees acting as such under the Trust Agreement, and any successors thereto. 1.57 "Unforeseeable Emergency" means (i) a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent, (ii) a loss of the Participant's or Beneficiary's property because of casualty, or(iii) other similar extraordinary or unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. 1.58 "Unit" means a unit measuring the value of an Account Participant's proportionate interest in an Investment Fund. 1.59 "USERRA"means the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 contained in chapter 43 of title 38 of the United States Code. 1.60 "Valuation Date"means each Business Day unless otherwise provided in the Plan or in an agreement between the Board and a Financial Organization. 7 SECTION 2 PARTICIPATION 2.1 Enrollment. (a) Eligibility and Enrollment. Each Employee shall be eligible to participate in the Plan as of any Enrollment Date following the date he or she becomes an Employee, and shall commence such participation in the Plan by duly filing a Participation Agreement and any enrollment forms or other pertinent information concerning the Employee and his or her Beneficiary with the Administrative Service Agency in a manner as prescribed by the Board. With the exception of Participation Agreements filed on or before an Employee's first day of service, no Participation Agreement shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement is filed with the Administrative Service Agency. s_ (b) Initial Enrollment and Subsequent Changes. Each Employee enrolling in the Plan shall provide to the Administrative Service Agency, in a complete and timely manner, at the time of initial enrollment and thereafter if there are any changes, with such information that the = Administrative Service Agency determines is necessary or advisable for the administration of the Plan or to comply with applicable law. With the exception of Participation Agreements filed on or before an Employee's first day of service, no Participation Agreement or amendment or modification thereto shall be effective before the first Enrollment Date in the calendar month following the month in which the Participation Agreement or such amendment or modification is = filed with the Administrative Service Agency. 2.2 Voluntary Participation. Participation in the Plan by Employees shall be voluntary. 2.3 Cessation of Participation. The participation of an Account Participant shall cease upon -_- payment to the Account Participant of the entire value of his or her Plan Benefit or upon the Account Participant's death prior to such payment. 2.4 Corrective Action. If an individual is erroneously included or excluded from participation, corrective action will be taken as soon as administratively practicable to correct �= such erroneous inclusion or exclusion. 8 - SECTION 3 AMOUNTS DEFERRED OR CONTRIBUTED 3.1 Participant Deferral and Contribution Authorization. (a) Initial Authorization. A Participant may elect to defer or contribute Compensation under the Plan by authorizing, on his or her Participation Agreement, regular payroll deductions that do not individually or in the aggregate exceed the limitations of Section 3.2. Unless otherwise designated under Section 3.1(c), any Amounts Deferred or Contributed under this Section 3.1(a) shall be treated as Before-Tax Deferrals. Any initial deferral election shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (b) Modifications. A Participant may increase or decrease the rate of deferral or contribution of his or her Compensation, and may make separate elections with respect to the increase or decrease of the rate of his or her Before-Tax Deferrals and Roth Contributions, within the limitations set forth in Section 3.2, as of any Enrollment Date by duly filing a new or modified Participation Agreement, or such other form authorized for such purpose by the Board, with the Administrative Service Agency, which shall be effective as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a)and 2.1(b). (c) Roth Contributions. Prior to January 1, 2011, and thereafter until the Board declares effective its establishment of a Roth Program,Participants may not make Roth Contributions. Upon the Board's declaring effective its establishment of a Roth Program, a Participant who is an Employee of a Designated Roth Employer shall be permitted to make Roth Contributions from his or her Compensation by designating a percentage of his or her initial authorization or modified authorization described in Sections 3.1(a) and 3.1(b)as Roth Contributions, which designation shall be effective as soon as administratively practicable for all future payroll periods until modified or suspended, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (d) Discontinuance or Suspension. A Participant may discontinue or temporarily suspend his or her deferrals or contributions, and may make separate elections with respect to the discontinuance or suspension of his or her Before-Tax Deferrals and Roth Contributions, as of any specified Enrollment Date by giving notice thereof to the Administrative Service Agency. The Administrative Service Agency shall discontinue or suspend the deferral or contribution of Compensation as soon as administratively practicable, subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b). (e) Deferrals and Contributions After a HEART Act Distribution. A participant's deferrals and contributions will be suspended for a period of six months following a distribution pursuant to Section 414(u)(12)(B)(i) of the Code. 3.2 General Deferral and Contribution Limitations and Catch-Up Limitations. (a) In General. The aggregate amount of Before-Tax Deferrals and Roth Contributions that may be deferred or contributed by a Participant for any Plan Year shall be a minimum of$260 and shall not exceed the lesser of: 9 (i) An amount as may be permitted pursuant to Section 457(e)(15) of the Code, and (ii) 100%of the Participant's Includible Compensation for the Plan Year; provided, however, the maximum amount that a Participant may defer or contribute for any Plan Year may be calculated after accounting for mandatory and permissive payroll deductions, as reasonably determined by the Employer. (b) 457 Catch-Up. Notwithstanding the limitation in Section 3.2(a), a Participant may file an election in the manner required by the Administrative Service Agency to have the catch-up limitation as set forth in Section 3.2(b) apply to the determination of the maximum amount that may be deferred or contributed during one or more of the last three Plan Years ending before attainment of the Participant's Normal Retirement Age. If the catch-up limitation is elected,the maximum aggregate amount of Before-Tax Deferrals and Roth Contributions that may be deferred or contributed for each of the Plan Years covered by the election shall not exceed the lesser of: (i) twice the dollar amount set forth in Section 3.2(a); and (ii) the sum of the limitations provided for in Section 3.2(a) for each of the Plan Years the Participant was eligible to participate in the Plan, minus the aggregate amount actually deferred or contributed for such Plan Years (disregarding any amounts deferred or contributed pursuant to Section 3.2(c)). A Participant may not elect to have Section 3.2(b) apply more than once, whether or not the Participant rejoins the Plan after a Severance from Employment. (c) Age 50 Catch-Up. All Participants who have attained age 50 before the close of a Plan Year and who are not permitted to defer or contribute additional Compensation pursuant to Section 3.2(b) for such Plan Year, due to the application of any limitation imposed by the Code or the Plan, shall be eligible to make additional catch-up contributions in the form of Before-Tax Deferrals, Roth Contributions or a combination thereof in accordance with, and subject to,the limitations of Section 3.2(c)of the Plan and Section 414(v) of the Code. Age 50 catch-up contributions pursuant to Section 3.2(c) shall not exceed the lesser of: (i) the excess of 100%of Participant's Includible Compensation for the Plan Year, over the sum of any other Amounts Deferred or Contributed by the Participant for such Plan Year; and (ii) an amount as may be permitted by Section 414(v)(2)(B) of the Code. (d) Dual Eligibility. Notwithstanding anything in Sections 3.2(b) and (c)to the contrary, if a Participant who is eligible to make an additional catch-up contribution under Section 3.2(c) for a Plan Year in which the Participant has elected to make a catch-up contribution under Section 3.2(b), such Participant is entitled to the greater of: (i) the 457 catch-up contribution amount under Section 3.2(b); and 10 (ii) the age 50 catch-up contribution amount under Section 3.2(c). (e) USERRA. Notwithstanding the limitation provided for in Section 3.2(a), any Participant who is entitled to reemployment rights pursuant to USERRA and who is so reemployed in accordance with the provisions of such law may elect to make such additional deferrals or contributions as are permitted or required by USERRA. (f) Excess Deferrals and Contributions. In the event that any Amounts Deferred or Contributed under the Plan for any Plan Year exceed the limitations provided for in Section 3.2, any such excess deferrals or contributions shall be distributed to the Participant,with allocable net income, in the following order(unless otherwise directed by the Participant): first, from Before-Tax Deferrals and second, from Roth Contributions, as determined in accordance with methods and procedures established by the Administrative Service Agency, as soon as practicable after the Administrative Service Agency determines that the amount was an excess deferral or contribution. Distributions under Section 3.2(f)will be reportable as taxable income to the extent required by applicable law. 11 SECTION 4 INVESTMENT OF AMOUNTS DEFERRED OR CONTRIBUTED AND ROLLOVER CONTRIBUTIONS 4.1 Remittance of Deferrals and Contributions. All Amounts Deferred or Contributed in accordance with Section 3 shall be paid by the applicable Employer as promptly as possible, but in no event later than two Business Days from the applicable payroll date, to the Trust Fund. Thereafter, Amounts Deferred or Contributed shall be invested by the Trustee, in accordance with the investment instructions received by the Trustee from the Administrative Service Agency, within two Business Days following receipt by the Trust Fund of such Amounts Deferred or Contributed(or, if later, on the first Business Day coincident with or immediately following receipt by the Trustee of the investment instructions from the Administrative Service Agency related to such Amounts Deferred or Contributed). All such Amounts Deferred or Contributed shall be invested by the Trustee (in accordance with the investment instructions received from the Administrative Service Agency) in the Investment Options provided by one or more Financial Organizations appointed by the Board in accordance with the Regulations, and shall be held, managed, invested and reinvested in accordance with the applicable agreement entered into by the Board or the Trustee with each such Financial Organization. 4.2 Allocation of Deferrals and Contributions. A Participant who has enrolled in the Plan pursuant to Section 2 shall, by filing a direction with the Administrative Service Agency in writing or in such other manner as the Board may authorize, specify the percentage (in multiples of one percent) of his or her Amounts Deferred or Contributed that shall be allocated to each Investment Option made available by the Board. A Participant's investment allocation elections shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions. All such deferrals and contributions shall be invested by the Trustee in the Investment Options in accordance with such direction(s) as soon as administratively practicable. 4.3 Continuation of Deferral and Contribution Allocation. Any deferral and contribution allocation direction given by a Participant shall be deemed to be a continuing direction until changed by the Participant. A Participant may change his or her deferral and contribution allocation direction with respect to future Amounts Deferred or Contributed, as of any Enrollment Date, by giving notice in writing or in such other manner as the Board may authorize to the Administrative Service Agency prior to any Enrollment Date. Any change to a Participant's deferral and contribution allocation direction shall be applied in the same manner to both Before-Tax Deferrals and Roth Contributions. All such future deferrals and contributions shall be invested by the Trustee in the Investment Options in accordance with such changed direction. 4.4 Transfer of Assets Among Investment Options. (a) Transfer of Assets. As of any Valuation Date, an Account Participant may direct the Administrative Service Agency, by giving notice in writing or in such other manner as the Board may authorize, to liquidate his or her interest in any of the Investment Options and transfer the proceeds thereof to one or more other Investment Options in the proportions directed by such Participant. Account Participants may make separate transfer directions for their Before- Tax Deferral Accounts (and Accounts relating to Rollover Contributions involving before-tax 12 deferrals) and their Roth Accounts (and Accounts relating to Rollover Contributions involving Roth contributions). Such direction must be made in accordance with the requirements and procedures established by the Board and in effect at the time and in a multiple of one percent or one dollar increments of the Account Participant's interest in the applicable Investment Option. (b) Board's Right to Reduce or Deny Transfer Request. If the Trustee or any Financial Organization appointed by the Board advises the Board, or the Board otherwise determines, that it is not reasonably able to prudently liquidate the necessary amount and transfer it from one of the Investment Options to another, the amount to be transferred with respect to each Account Participant who duly requested such a transfer may be reduced in proportion to the ratio which the aggregate amount that the Trustee or the Financial Organization has advised the Board may not prudently be so transferred bears to the aggregate amount that all Account Participants have duly requested be so transferred. Regardless of any Account Participant's investment direction, no transfer between Investment Options may be made in violation of any restriction imposed by the terms of the agreement between the Board or the Trustee and a Financial Organization providing any Investment Option or of any applicable law. Notwithstanding anything in this Section 4.4(b) or the Plan to the contrary, the Board, the Trustee or the Financial Organization shall have the right, without prior notice to any Account Participant, to suspend, for a limited period-of time, daily transfers between and among Investment Options for one or more days if the Board,the Trustee or the Financial Organization determines that such action is necessary or advisable (i) in light of unusual market conditions, (ii) in response to technical or mechanical problems with the Plan's or the Administrative Service Agency's record keeping systems, (iii) in connection with any suspension of normal trading activity on the New York Stock Exchange or other major securities exchange, (iv) as a result of strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or other similar events, losses or interruptions of power, other utility outages or malfunctions, or malfunctions in communications or computer services, in each case, that make it necessary or advisable to suspend trading activity, or(v) in accordance with Section 4.10. 4.5 Administrative Actions with Regard to Investment Directions. The Administrative Service Agency shall have the right to decline to implement any investment direction upon its determination that: (i)the person giving the direction is legally incompetent to do so; (ii) implementation of the investment direction would be contrary to the Plan or applicable law or governmental ruling or regulation, including Treasury Regulations; (iii) implementation of the investment direction would be contrary to a court order, including a Qualified Domestic Relations Order; (iv) implementation of the investment direction would be contrary to the rules, regulations or prospectuses of the Investment Funds; or(v) implementation of the investment direction would be contrary to the investment guidelines or terms of any agreements applicable to the Stable Value Fund or any similar Investment Fund then available under the Plan. 4.6 Account Participant Responsibility for Deferrals, Contributions and Investment Allocations. Each Participant is solely responsible for the allocation of his or her Amounts Deferred or Contributed, and each Account Participant is solely responsible for the investment allocation of his or her Account, in each case, in and among the Investment Options. Each Account Participant shall assume all risk in connection with the allocation of amounts in and among the Investment Options and for any losses incurred or deemed to be incurred as a result of 13 the Account Participant's allocation or failure to allocate any amount to an Investment Option or any decrease in the value of any Investment Option. Neither the Board, any Trustee, any Employer nor the Administrative Service Agency is empowered to advise a Participant as to the manner in which the Account Participant's Account shall be allocated among the Investment Options. The fact that a particular Investment Option is available to Participants for investment under the Plan shall not be construed by any Account Participant as a recommendation for investment in such Investment Option. If the Board elects to make available investment guidance services or investment advice services to Account Participants, such services shall be utilized only at the voluntary election of the Account Participant and shall not limit the Account Participant's responsibility under Section 4.6 for the allocation of his or her Accounts in and among the Investment Options. 4.7 Investment Allocation of Alternate Payee Accounts. Notwithstanding any other provision of the Plan, during any period when an Alternate Payee Account is created and segregated on behalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order from the Accounts of the related Participant, the Alternate Payee shall be entitled to direct the allocation of investments of such Alternate Payee Account in accordance with Sections 4.2 and 4.4, as applicable, and shall be subject to the provisions of Sections 4.5 and 4.6, but only to the extent provided in such order. In the event that an Alternate Payee fails to specify an investment direction on the date of creation of the Alternate Payee Account pursuant to Section 4.9, such Alternate Payee's Alternate Payee Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account and Rollover Accounts on such date and, except as otherwise provided by the Qualified Domestic Relations Order, shall remain invested in accordance with such initial allocation until the Alternate Payee directs otherwise or until such time as the Alternate Payee ceases to have an Alternate Payee Account under the Plan by reason of distribution or otherwise. 4.8 Investment Allocation of Beneficiary Accounts. Notwithstanding any other provision of the Plan, during any period following the death of a Participant and prior to distribution of the entire Plan Benefit of such Participant, such Participant's Beneficiary shall be entitled to direct the allocation of investments of such Plan Benefit in accordance with Section 4.4, or, as applicable, his or her proportional interest in such Plan Benefit, in accordance with Section 4.4 and shall be subject to the provisions of Sections 4.5 and 4.6. In the event that a Beneficiary fails to specify an investment direction on the date of creation of the Beneficiary Account pursuant to Section 4.4, such Beneficiary's Beneficiary Account shall be invested in the same manner as the relevant Participant's corresponding Before-Tax Deferral Account, Roth Account and Rollover Accounts on such date. 4.9 Initial and Ongoing Investment Allocation with respect to Rollover Contributions and Section 457 Transfers. Unless otherwise directed by the Account Participant,the same deferral and contribution allocation direction applicable to an Account Participant pursuant to Section 4.2 or 4.3, as applicable shall apply to all Section 457 Transfers and Rollover Contributions. Notwithstanding the foregoing, in accordance with procedures established by the Administrative Service Agency, an Account Participant may make an alternative initial allocation election in accordance with the procedures set forth in Section 4.4 for any applicable Section 457 Transfer or Rollover Contribution. Thereafter, such Account Participant may direct the Administrative Service Agency to liquidate his or her interest in any of the Investment Options and transfer the 14 proceeds thereof to one or more other Investment Options in accordance with Section 4.4 (in each case subject to the limitations set forth in Sections 4.5 and 4.6). All Rollover Contributions shall be invested by the Trustee in the Investment Options in accordance with such directions as soon as administratively practicable. 4.10 Fund Mapping or Similar Activity. Notwithstanding anything in Section 4 to the contrary, if the Board eliminates one or more of the Investment Funds or Investment Options or undertakes similar activity on behalf of the Plan, the Board shall be authorized to liquidate without an Account Participant's consent and without the need for prior notice to the Account Participant the portion of each Account invested in such eliminated Investment Fund or Investment Option and direct the proceeds of such liquidation in one or more remaining or replacement Investment Funds or Investment Options in accordance with such liquidation and transfer procedures as the Board may determine to be necessary or advisable in connection with such elimination. 15 SECTION 5 ROLLOVERS � and, in the case of a spousal Alternate Payee, the Alternate Payee Account, and shall be invested in accordance with the investment direction of the applicable Account Participant pursuant to Section 4.9. All amounts so transferred shall be credited to the Account Participant's Rollover Account or Alternate Payee Account and shall be available for distribution at any time during the Plan Year. No other contributions shall be allocated to the Rollover Account. Any Rollover Contributions of amounts from a Qualified Roth Contribution Program shall be segregated and held in a separately designated and maintained Rollover Account from those amounts not from a Qualified Roth Contribution Program. At the election of the Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee, any Rollover Contributions or 457 Transfers from an eligible deferred compensation plan under Section 457(b) of the Code may be held in separately designated and maintained Rollover Accounts for 457(b) Rollover Contributions;provided that any such amounts from a Qualified Roth Contribution Program and any such amounts not from a Qualified Roth Contribution Program shall be segregated and held in separately designated and maintained 457(b) Rollover Accounts. 5.3 Form of 457 Transfer or Rollover Contribution. Each 457 Transfer and Rollover Contribution shall consist only of(i) cash and (ii) solely with respect to 457 Transfers and Rollover Contributions from another eligible deferred compensation plan under Section 457 of the Code maintained by a Public Employer, any outstanding loan to the applicable Account Participant under the transferring or distributing 457 plan,provided that(A) such outstanding loan will be subject to the same terms and conditions as in place under the transferring or distributing 457 plan, (B) an Account Participant may not make a Rollover Contribution that includes an outstanding loan unless the entire amount of such Account Participant's plan benefit under the transferring or distributing 457 plan is contributed into the Plan, (C) the source of the outstanding loan disbursement under the transferring or distributing 457 plan must have been from before-tax deferrals, and (D)the Account Participant does not have a loan outstanding, or a defaulted loan that has not yet been repaid, under the Plan at the time of the 457 Transfer or Rollover Contribution. 5.4 Rollover of Assets to Purchase Retirement Service Credit. With respect to trustee-to- trustee transfers, a Participant or Beneficiary may elect, in accordance with procedures established by the Board,to have all or any portion of the value of his or her Account transferred to the trustee of a defined benefit governmental plan as described in Section 414(d) of the Code; provided, however,that such transfer is for the purchase of permissive service credit(as defined in Section 415(n)(3)(A) of the Code) under such plan or a repayment of contributions and earnings with respect to a forfeiture of service under such plan. 17 SECTION 6 ACCOUNTS AND RECORDS OF THE PLAN 6.1 Participant Accounts. (a) In General. The Administrative Service Agency shall establish and maintain one or more Accounts for each Participant, including a Before-Tax Deferral Account, a Roth Account(to the extent applicable) and, as necessary, one or more Rollover Accounts (including a segregated Rollover Account relating to contributions from a Qualified Roth Contribution Program)with respect to each Participant. Each Account shall record the value of the portion of the Participant's Plan Benefit allocable to that Account,the value of the portion of his or her Plan Benefit, if any, that is invested in each Investment Option (both in the aggregate and by Account) and other relevant data pertaining thereto. With respect to each Participant, all Amounts Deferred or Contributed, all Section 457 Transfers and all Rollover Contributions shall be credited to his or her Before-Tax Deferral Account,Roth Account or Rollover Account, as applicable. (b) Written Statement. Each Account Participant shall be furnished with a written statement of his or her Accounts (including the value of the interest he or she has, if any, in each Investment Option and the amount of and explanation for each allocation to or deduction from his or her Accounts)at least quarterly, which statement shall be delivered in a manner prescribed by the Board. 6.2 Beneficiary Accounts. The Administrative Service Agency shall establish and maintain one or more Beneficiary Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts, and Rollover Accounts with respect to each Beneficiary of a deceased Participant. Each such Account shall record the value of the portion of the deceased Participant's Plan Benefit allocable to each of the Beneficiary's Accounts, the value of the portion of the Plan Benefit, if any,that is invested in each Investment Option(both in the aggregate and by Account) and other relevant data pertaining thereto. Each Beneficiary shall be furnished with a written statement of his or her Accounts in the same manner set forth in Section 6.1(b). 6.3 Alternate Payee Accounts. The Administrative Service Agency shall establish and maintain one or more Alternate Payee Accounts, including, as applicable, separate Before-Tax Deferral Accounts, Roth Accounts, and Rollover Accounts with respect to each Alternate Payee. The Alternate Payee Account shall separately account for all amounts received (i) from the Participant's Rollover Account and(ii) from all amounts rolled into the Plan by a spousal Alternate Payee, pursuant to Section 5.1 or 5.2. Each such Account shall record the value of the portion of the Participant's Plan Benefit allocable to the Alternate Payee's Account, the value of the portion of the Plan Benefit, if any,that is invested in each Investment Option (both in the aggregate and by Account) and other relevant data pertaining thereto. Each Alternate Payee shall be furnished with a written statement of his or her Alternate Payee Accounts in the same manner set forth in Section 6.1(b). 6.4 Allocations and Credits. The establishment and maintenance of, or allocations and credits to, the Account of any Account Participant shall not vest in such Account Participant or 18 Beneficiary of a Participant any right, title or interest in and to any Trust Fund assets or Plan benefits, except at the time or times and upon the terms and conditions and to the extent expressly set forth in the Plan and the Trust Agreement and, in the case of an Alternate Payee Account, the express terms of the Qualified Domestic Relations Order. 6.5 Plan Benefit and Trust Fund. (a) Plan Benefit Defined. As of the close of each Valuation Date, the Plan Benefit of an Account Participant shall equal the aggregate value of his or her Accounts as of such Valuation Date. As of any date that is not a Valuation Date, a Participant's Plan Benefit shall be calculated in accordance with the previous sentence as of such date, but based upon the value of the Account Participant's Accounts as of the close of the most recent Valuation Date. The value of an Account as of a Valuation Date shall be calculated as of each Valuation Date in accordance with a methodology established by the Board and reasonably and consistently applied to all similarly situated Account Participants and shall be based upon an Account Participant's aggregate deferrals and contributions to the Trust Fund and distributions and withdrawals from the Trust Fund,the investment performance of the Investment Options in which each Account has been allocated, and any fees, credits or debits allocable to each Account. As of each Valuation Date, each Account shall be adjusted to reflect all Units or dollars credited and Units or dollars distributed, withdrawn or deducted therefrom in accordance with the terms of the Plan and the Trust Agreement. The aggregate Plan Benefit of all Account Participants shall in no event exceed the value of the assets of the Trust Fund and may be less than such value to the extent of any unallocated expense,reserve or similar account maintained as part of the Trust Fund. (b) Investment Options and Investment Funds. The Trust Fund shall be invested at the direction of Account Participants, in accordance with Section 4, in and among the Investment Options made available through the Plan from time to time by the Board. Investment Options may include (i) one or more Investment Funds, (ii) a brokerage account or similar investment window through which Account Participants may direct the investment of their Accounts into Mutual Funds (as defined below) or other available investment products that the Board designates as available for investment through such window, (iii) an individual participant loan fund to record the value of an outstanding loan made to a Participant in accordance with Section 7.3, and (iv) any other investment alternative that the Board may make available through the Plan. Investment Funds may consist of open-end investment companies registered under the Investment Company Act of 1940, as amended ("Mutual Funds"), separately managed accounts, unregistered commingled funds, group or commingled trusts, or any combination thereof as approved from time to time by the Board for the investment of the assets of the Trust Fund. 19 SECTION 7 WITHDRAWALS FOR UNFORESEEABLE EMERGENCIES; WITHDRAWALS OF SMALL AMOUNTS; LOANS 7.1 Distribution for an Unforeseeable Emergency. (a) Amount of Distribution for an Unforeseeable Emergency. Upon a showing by a Participant of an Unforeseeable Emergency, the Administrative Service Agency may permit a payment to be made to the Participant in an amount which does not exceed the lesser of(i)the amount reasonably needed to meet the financial need created by such Unforeseeable Emergency, including estimated income taxes and (ii)an amount which,together with any prior distribution or withdrawal, does not exceed the value of the Participant's Plan Benefit determined as of the most recent Valuation Date. Any such payment shall be made from the Trust Fund by the Trustee upon the direction of the Administrative Service Agency and shall be withdrawn by the Trustee pro rata from the Investment Funds in which the Participant has an interest, unless the Participant specifies in the request for such a payment the portion of the total amount to be withdrawn by the Trustee from each Investment Fund. The Participant shall designate the amount of the distribution that will come from his or her Before-Tax Deferral Account and from his or her Roth Account in accordance with procedures established by the Administrative Service Agency. All payments shall be made in one lump cash sum within sixty days after approval of the request. (b) Evidence of Other Relief. A Participant must provide evidence that the amount requested for an Unforeseeable Emergency may not be fully relieved(i)through reimbursement or compensation by insurance or otherwise, (ii)by liquidation of a Participant's other non-Plan assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or(iii)by cessation of deferrals and contributions under the Plan. 7.2 Distribution from a Small Inactive Account. An Account Participant with a Plan Benefit, not including the amount in the Participant's Rollover Accounts, of$5,000 or less (or such greater amount as may be permitted by Section 401(a)(11) of the Code)may elect at any time to receive a lump sum distribution, not to exceed $5,000, of his or her Account and Rollover Account, which distribution will be made in accordance with procedures established by the Administrative Service Agency,provided that both of the following conditions have been met: (a) there has been no Amount Deferred or Contributed by such Participant during the two-year period ending on the date of distribution; and (b) there has been no prior distribution made to such Participant pursuant to this Section 7.2. 20 7.3 Loans. (a) Eligibility. Participants who are active Employees, and, if the Board shall determine, Participants who are on an approved leave of absence from their Employer, shall be eligible to request a Plan loan. Each Participant shall have only one outstanding Plan loan at any time. Upon the request of a loan-eligible Participant,the Administrative Service Agency may, on such terms and conditions prescribed herein, direct the Trustee to make a Plan loan to such loan-eligible Participant. (b) Loan Amount. The principal amount of any Plan loan shall be for an amount equal to at least $1,000, or such other amount as the Board shall determine, and shall not exceed the lesser of: (i) 50% of the value of the sum of the Participant's Accounts (including his or her Before-Tax Deferral Account and Roth Account); and (ii) $50,000 reduced by the highest value in the last twelve months of any loans by the Participant from the Plan and other Eligible Retirement Plans sponsored by the Employer or in which the Employer participates. (c) Repayment Period. All Plan loans, other than those for the purpose of acquiring the dwelling unit which is, or within a reasonable time shall be,the principal residence of the Participant, shall be repaid over a non-renewable repayment period of five years. A Plan loan made for acquiring a principal residence shall be repaid over a non-renewable repayment period of up to 15 years, or such shorter term as the Board shall determine. Any Plan loan shall be repaid in substantially equal installments of principal and accrued interest that shall be paid at least monthly, subject to the methods and procedures as shall be determined by the Administrative Service Agency. (d) Rate of Interest. Each Plan loan granted shall bear a rate of interest equal to one percentage point above the prime interest rate as published in the Wall Street Journal on the last Business Day of the month preceding the application for the loan, or such other reasonable rate of interest as the Board shall determine. (e) Source of Loans; Security. A Plan loan shall be made only from the Before-Tax Deferral Account or, if applicable, Rollover Accounts relating to Rollover Contributions of before-tax deferrals. All Plan loans shall be made from the Trust Fund and notes evidencing such obligations shall be considered assets of the Trust Fund and shall be treated as a separate loan investment fund for purposes of determining the value as of any Valuation Date of a Participant's Accounts. All Plan loans shall be secured, as of the date of the Plan loan, by the sum of(i) the Participant's Before-Tax Deferral Account and Roth Account and (ii) the Participant's Rollover Accounts, if applicable,provided, however, that no more than 50%of the aggregate value of such Participant's Accounts shall be used as security for the Plan loan. (I) Default. If a Participant fails to make any scheduled repayment of his or her Plan loan within 90 days of its due date, or such other period as the Administrative Service Agency shall determine, such Participant shall be considered in default and the Administrative Service Agency shall declare a deemed distribution to have occurred with respect to such Plan loan, 21 effective as of the date of the default and shall reduce the value of the Participant's Plan Benefit by the amount of the deemed distribution. Notwithstanding anything in Section 7.3 to the contrary, a Participant who has defaulted on a loan made under the Plan shall not be eligible to obtain another loan hereunder until the defaulted loan and accrued interest has been repaid, and the new loan shall be subject to any other limitations required under Section 1.72(p) of the Treasury Regulations. (g) Outstanding Loans. An outstanding loan shall include (i) any loan that is being repaid in compliance with Section 7.3 until repaid in full and(ii)any loan that is considered in default until subsequently repaid in full. (h) Administration and Fees. The Board may establish or change from time to time the standards or requirements for making any Plan loan, including assessing an administrative fee against the Participant or the Participant's Account for such Plan loan. 7.4 Death Prior to Distribution of Proceeds. If a Participant dies prior to the payment of any withdrawal for an Unforeseeable Emergency, distribution of a small inactive account or disbursement of the proceeds of any Plan loan, the Participant's withdrawal, distribution or loan request shall be void as of the date of death and no withdrawal, distribution or disbursement shall be made by operation of Section 7 to the Participant's Beneficiary or estate. 22 SECTION 8 DISTRIBUTIONS FROM THE PLAN AND OTHER ELIGIBLE RETIREMENT PLANS 8.1 Distributions to Participants. (a) Eligibility for Distribution. A Participant will become eligible to receive a distribution of his Plan Benefit upon the occurrence of any of the following events: (i)the Participant's Severance from Employment with the Employer; or(ii)the Participant's attainment of age 701/2; provided,however, that for purposes of this Section SECTION 8, a Participant will be deemed to have had a Severance from Employment during any period he or she is performing service in the uniformed services described in Section 3401(h)(2)(A)of the Code . Except as otherwise provided in Section 7, a Participant may not receive distribution of his or her Plan Benefit at any time prior to the occurrence of one of the foregoing events. (b) Distributions to Participants. Upon a Participant's eligibility for a distribution pursuant to Section 8.1(a), the Participant shall be entitled to receive his or her Plan Benefit, which shall be paid in cash by the Trustee from the Trust Fund in accordance with one of the methods described in Section 8.1(c)and as of the commencement date elected by the Participant in accordance with the procedures prescribed Section 8.1(e). (c) Distribution Options. Subject to Section 8.6, any payment made under this section shall be made in one of the following methods, as the Participant(or, in the case of the death of a Participant, his or her Beneficiary) may elect any of the following: (i) A total or partial lump sum payment. Any partial lump sum payment shall be an amount of at least $100 (or such other amount as the Board may determine) and no more than twelve partial lump sum payments may be made per Plan Year (or such number as the Board may determine). (ii) Periodic monthly, quarterly, semi-annual or annual installment payments; provided, however, that a Participant(or, in the case of the death of a Participant, his or her Beneficiary) may elect to receive (A) an initial installment payment in a specified amount and (B) the balance of his or her Account in periodic monthly, quarterly, semi-annual or annual installment payments. Any installment payment made pursuant to Section 8.1(c)(ii) shall be at least$100, or such other amount as the Board may determine. If the balance of the Participant's Account and Rollover Account is less than such amount, then the payment will equal the total amount of the Participant's Account and Rollover Account. Installment payments may consist of(A) fixed amounts paid on each payment date as designated by the Participant(or in the case of the death of a Participant, his or her Beneficiary), or (B) formulaic amounts determined by the Administrative Service Agency, based on a fixed period designated by the Participant(or in the case of the death of a Participant, his or her Beneficiary), calculated by dividing the Plan Benefit on the date of the payment by the number of payments remaining during the fixed period. 23 (iii) A Participant who elects to receive installment payments or who is currently receiving installment payments pursuant to Section 8.1(c)(ii)may elect, subject to any limitations set forth by the Board and in accordance with procedures established by the Administrative Service Agency, to receive a portion of his or her Account distributed in a lump sum;provided, however, that no lump sum payment shall be less than$100, or such other amount as the Board shall determine; and provided further, that such elections shall not be made more than twelve times per Plan Year, or such other number as the Board shall determine. Such lump sum payments shall not result in a discontinuation of subsequent installment payments;provided, however,that such subsequent payments may be redetermined in accordance with methods and procedures established by the Administrative Service Agency. (iv) A Participant who is an eligible retired public safety officer, as defined in Section 402(1)of the Code, may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have up to $3,000 per year(or such greater amount as may be permitted under applicable guidance issued by the Internal Revenue Service) of amounts from his or her Before-Tax Deferral Account distributable under the Plan used to pay qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents. Such amounts are excludible from the Participant's gross income to the extent the qualified health insurance premiums are paid directly to the provider of the accident or health plan or long- term care insurance contract(determined in accordance with Section 402(1) of the Code)by deduction from a distribution to the Plan. (v) For each distribution election under Section 8.1(c), a Participant shall designate the percentage of each distribution that will come from his or her Before-Tax Deferral Account and the percentage that will come from his or her Roth Account. For the avoidance of doubt, for purposes of the limitations and restrictions described in this Section 8.1(c), each distribution election made by a Participant and each payment made in accordance thereto shall be deemed to be one election and one payment, even if payment is made both from the Participant's Before-Tax Deferral Account and from his or her Roth Account. Notwithstanding the foregoing, a Participant may not elect an installment period extending beyond the longest of(A)his or her life expectancy, (B) if his or her designated Beneficiary is his or her Spouse, the life expectancy of the Participant and his or her Spouse and(C) if his designated Beneficiary is not his or her Spouse,the life expectancy determined using the applicable table contained in the applicable Treasury Regulation. (d) Calculation of Payments. (i) If a Participant elects a total lump sumpayment pursuant to Section 8.1(c)(i),the Participant's Plan Benefit shall be determined as of the Valuation Date coincident with or last preceding the date on which the Plan 24 Benefit is withdrawn from the Investment Options and liquidated for distribution. Such liquidated amount(i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and (ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (ii) If a Participant elects to receive a partial lump sum payment pursuant to Section 8.1(c)(i) or(iii), installment payments pursuant to Section 8.1(c)(i), or payment of qualified health insurance premiums for an accident or health plan or long-term care insurance contract covering the Participant and his or her spouse and dependents pursuant to paragraph Section 8.1(c)(iv), any remaining balance in such Participant's Accounts shall continue to participate in the investment performance of the Investment Options in which such amounts are invested and to bear its allocable share of administrative and investment expenses, until the Valuation Date coincident with or last preceding the date on which such Plan Benefit amounts are withdrawn from the Investment Funds and liquidated for distribution;provided,however,that the amount of the installments need not be redetermined to reflect changes in the value of the Account more frequently than annually. All such redeterminations shall be made by the Administrative Service Agency in accordance with procedures of uniform application. Any amount liquidated for purposes of an installment payment(i) shall be held in the Trust Fund in a payment account maintained by the Trustee for this purpose and (ii) shall not be credited with interest or investment gains or losses following the date of liquidation. (e) Distribution Election. In the case of the Participant's Severance from Employment with the Employer, a distribution election made by the Participant shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence; provided, however, that any such payments that would result in an account balance of less than $500 may not commence earlier than forty-five days, or such time period as the Board shall determine, following the Participant's Severance from Employment;provided,further that the timing of any distribution must be in compliance with Section 8.6. Subject to Section 8.6, a Participant who is receiving distributions under the Plan may change both the timing and the method of payment elected subject to any limitations set forth by the Board and in accordance with procedures established by the Administrative Service Agency. (f) Rollover Accounts. Notwithstanding any other provision of Section 8.1, a Participant who has one or more Rollover Accounts shall be permitted to withdraw all or any portion of such Rollover Accounts at any time during a Plan Year;provided that such withdrawal shall be paid pursuant to a method of payment elected by the Participant in accordance with Section 8.1(c) and the value of such Rollover Accounts shall be determined is accordance with Section 8.1(d). 8.2 Distributions to Beneficiaries. If a Participant dies before distribution of his or her Plan Benefit has commenced, a distribution election made by the Beneficiary shall specify the form of payment as provided in Section 8.1(c) and the date on which payments shall commence. If a Participant dies at any time before his or her entire Plan Benefit has been distributed,then the Participant's Beneficiary may make subsequent distribution elections as provided in Section 25 8.1(c). Notwithstanding the foregoing, any distribution to a Beneficiary shall be made in accordance with the provisions of Section 401(a)(9) of the Code and subject to Sections 8.6(d) and(e). 8.3 Distributions to Alternate Payees. A distribution to an Alternate Payee may be paid in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order and the close of all appeals to the Qualified Domestic Relations Order if the Alternate Payee consents to such lump sum distribution. In the event that the Alternate Payee does not consent to receive his or her distribution in a single lump sum as soon as practicable following the qualification of the Qualified Domestic Relations Order, the Alternate Payee may make an election to receive a distribution any time after the Earliest Retirement Date, subject to any requirements of Section 401(a)(9) of the Code and Section 8.6, by filing a distribution election specifying the form of payment as provided in Section 8.1(c) and the date on which payments shall commence. 8.4 Eligible Rollover Distributions. (a) Participant Rollover Distributions. In connection with a Participant's Severance from Employment, the Distributee may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an Eligible Retirement Plan;provided that such other plan provides for the acceptance of such amounts by the trustee. The Plan shall provide written information to Distributees regarding Eligible Rollover Distributions to the extent required by Section 402(f) of the Code. (b) Beneficiary Rollover Distributions. Upon a Participant's death, a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution paid directly to the trustee of an individual retirement arrangement(as defined in Section 7701(a)(37) of the Code)that is established for the purpose of receiving the distribution on behalf of such Beneficiary. (c) Roth IRA Rollover Distribution. In connection with a Participant's Severance from Employment or upon a Participant's death, as the case may be, a Participant or a Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover Distribution rolled over to a Roth individual retirement arrangement(as defined in Section 7701(a)(37) of the Code, and designated as a Roth arrangement at the time of its establishment). Such amounts will be included in gross income as if the distribution had been made to such Participant or Beneficiary. 8.5 Withholding. The Trustee shall withhold or cause to be withheld from any amounts withdrawn or distributed all federal, state, city or other taxes as shall be required pursuant to any law or governmental ruling or regulation, including Treasury Regulations. 8.6 Required Minimum Distributions. 26 (a) In General. Notwithstanding any other provision of the Plan to the contrary (except Section 8.6(b)), all distributions under the Plan shall be in accordance with the minimum distribution and timing requirements of Section 401(a)(9) of the Code (including the incidental death benefit requirements of Section 401(a)(9)(G)of the Code) and the final Treasury regulations under Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, which are incorporated herein by reference. Such provisions shall override any distribution options in the Plan that may be inconsistent with Section 401(a)(9) of the Code. Any distributions made pursuant to this Section 8.6 in order to comply with Section 401(a)(9) of the Code shall be charged against the Account or Accounts of the Account Participant in such manner as designated by the Account Participant in accordance with procedures established by the Administrative Service Agency;provided, however, that if no such designation is made, such distributions shall be charged first against the Before-Tax Deferral Account, second against the Roth Account, third against the Rollover Account or Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program, and fourth against the Rollover Account or Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program (b) 2009 Waiver. Notwithstanding anything to the contrary in Section 8.6, an Account Participant who would have been required to receive required minimum distributions for 2009 but for the enactment of Section 401(a)(9)(H)of the Code ("2009 RMDs"), and who would have satisfied that requirement by receiving distributions that are (i) equal to the 2009 RMDs or(ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life(or life expectancy) of the Participant,the joint lives (or joint life expectancy) of the Participant and the Participant's Beneficiary, or for a period of at least 10 years, will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. (c) Distributions During Participant's Life. The Plan Benefit of a Participant shall be distributed(or commence to be distributed)to such Participant as soon as practicable after the Required Beginning Date. If the Participant has not made an election pursuant to Section 8.1(c) prior to such Required Beginning Date,then the Plan Benefit shall be distributed in the form of installment payments commencing on the Required Beginning Date. (d) Death of a Participant Before the Required Beginning Date. (i) If a Participant dies before his Required Beginning Date,the remaining portion (if any) of such Participant's Plan Benefit shall be distributed to his or her Beneficiary(or if the Participant has no Beneficiary, his or her Surviving Spouse or estate, as determined under Section 9.2)no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death (determined without regard to 2009), except as set forth in Sections 8.6(d)(i)(a) or (a) as follows: (a) The Beneficiary may elect to receive a distribution of the Plan Benefit over a period not exceeding the life expectancy of the Beneficiary; 27 provided that the distribution commences no later than December 31 of the calendar year immediately following the calendar year in which the Participant dies; or (b) If the sole Beneficiary is the Participant's Surviving Spouse, such Surviving Spouse may elect to receive a distribution of the Account over a period not exceeding the life expectancy of the Surviving Spouse (determined as of the date such payments commence);provided that the distribution commences on or before the later of December 31 of the calendar year immediately following the calendar year in which the Participant dies or December 31 of the calendar year in which the Participant would have attained age 70 '/2;provided,further, that if the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse commence, Section 8.6(d) (with the exception of Section 8.6(d)(i)(a)) shall apply as if the Surviving Spouse were the Participant. (ii) The Beneficiary may elect to receive payment of the Plan Benefit as a lump sum or in annual, monthly or quarterly installment payments. (e) Death After Required Beginning Date and After Commencement of Distributions. If a Participant dies on or after the Required Beginning Date, but before his or her entire Plan Benefit is distributed to him or her, the unpaid portion of his or her Plan Account shall be distributed as follows: (i) If the Participant has a designated Beneficiary,the longer of the remaining life expectancy of the Participant's Beneficiary and the remaining life expectancy of the Participant determined in accordance with Section 1.409(a)(9)-5 of the Treasury Regulations; or (ii) If the Participant does not have a designated Beneficiary,the remaining life expectancy of the Participant determined in accordance with Section 1.409(a)(9)-5 of the Treasury Regulations; provided, however, that if a Beneficiary so elects, the Participant's remaining Plan Benefit may be paid to the Beneficiary at any time in a lump sum so long as the entire Plan Benefit is paid at least as rapidly as it would be paid under Section 8.6(e)(i). (f) Alternate Payee Accounts. In the case of any Alternate Payee Account, payments to the Alternate Payee must be made in accordance with the Plan and Section 401(a)(9)of the Code. 8.7 Special Proceeds. If the Plan receives Special Proceeds (as defined below)that are allocable to an Account Participant who has received a final distribution of his or her entire Plan Benefit, then the Plan shall distribute such Special Proceeds to the former Participant, Beneficiary, or Alternate Payee(or in accordance with Section 9.2, if the Participant is deceased and no Beneficiary designation was in effect at the time of the Participant's death, or to the estate of Beneficiary or Alternate Payee, as applicable, if such person is deceased) in a lump sum as 28 soon as practicable after the Plan receives such Special Proceeds unless, at the time of such mandatory distribution, the value of such distribution would exceed $1,000. For purposes of Section 8.7, "Special Proceeds" means amounts attributable to a settlement of any dispute or controversy related to any of the assets previously attributable to any Account of the former Participant, Beneficiary, or Alternate Payee or any other amounts allocable under the Plan to a former Participant, Beneficiary, or Alternate Payee relating to an adjustment to the amount or value of any such Account. 8.8 In-Plan Rollover to Roth Account. (a) A Participant who has not severed employment or a spousal Alternate Payee would be permitted to have all or any portion of the Participant's Plan Benefit not otherwise distributable under the Plan, and not attributable to Roth Contributions or outstanding loans, directly rolled over into a separately maintained Account within his or her Roth Account. Any such amounts will be included in gross income as if the distribution had been made to such Participant or spousal Alternate Payee. After a Participant or spousal Alternate Payee has made an in-Plan rollover into a Roth Account, such Participant or spousal Alternate Payee may elect to take distributions from such Account in accordance with Sections 8.1 or 8.3. (b) Upon any distribution event pursuant to which a Participant, a Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee would be permitted to have all or any portion of the Participant's Plan Benefit that qualifies as an Eligible Rollover Distribution rolled over into another Eligible Retirement Plan, such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to have the portion of such Eligible Rollover Distribution that is not attributable to Roth Contributions or outstanding loans directly rolled over into a separately maintained Account within his or her Roth Account. Any such amounts will be included in gross income as if the distribution had been made to such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee. After a Participant, Beneficiary who is a Participant's Surviving Spouse or spouse Alternate Payee has made an in-Plan rollover into a Roth Account, such Participant, Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect to take distributions from such Account in accordance with any of the distribution options set forth in Section 8.1(c). (c) The provisions in Section 8.8 shall be administered in accordance with procedures established by the Administrative Service Agency and shall be interpreted and administered in accordance with and subject to Section 402A(c)(4) of the Code and any rules, regulations or other guidance issued by the Internal Revenue Service in relation thereto. 29 SECTION 9 DESIGNATION OF BENEFICIARIES 9.1 Written Designation of Beneficiaries. Each Participant shall file with the Administrative Service Agency a written designation of one or more persons as the Beneficiary who shall be entitled to receive the Plan Benefit, if any, payable under the Plan upon his or her death. A Participant may from time to time revoke or change his or her Beneficiary designation without the consent of any prior Beneficiary by filing a new written designation with the Administrative Service Agency. The last such designation received by the Administrative Service Agency"in good order" shall be controlling;provided, however,that no designation or change or revocation thereof shall be effective unless received by the Administrative Service Agency in good order prior to the Participant's death, and in no event shall it be effective as of a date prior to such receipt. For purposes of Section 9, a Beneficiary designation shall be deemed to be received in good order only if the Administrative Service Agency can reasonably identify the Beneficiary or Beneficiaries named in the designation. 9.2 No Beneficiaries Designated. (a) If no such Beneficiary designation is in effect at the time of a Participant's death, or if no designated Beneficiary survives the Participant, or if no designated Beneficiary can be located with reasonable diligence by the Administrative Service Agency,the payment of the Plan Benefit, if any, payable under the Plan upon the Participant's death shall be made by the Trustee from the Trust Fund to the Participant's Surviving Spouse, if any, or if the Participant has no Surviving Spouse, or the Surviving Spouse cannot be located with reasonable diligence by the Administrative Service Agency, then to the deceased Participant's estate. If the Administrative Service Agency is in doubt as to the right or entitlement of any person to receive such amount, the Administrative Service Agency shall inform the Board and the Trustee, and the Trustee may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Trustee may pay such amount into any court of appropriate jurisdiction or to any other person pursuant to applicable law and such payment shall be a complete discharge of the liability of the Trustee, Plan, Board, Employer, Administrative Service Agency and Financial Organizations. (b) If the Beneficiary so designated by the Participant dies after the death of the Participant but prior to receiving a complete distribution of the amount that would have been paid to such Beneficiary had such Beneficiary's death not then occurred,then, for purposes of the Plan,the distribution that would otherwise have been received by such Beneficiary shall be paid to the Beneficiary's estate. 9.3 Surviving Spouse. Notwithstanding Section 9.2, a Beneficiary who is a Surviving Spouse of the Participant may designate a subsequent Beneficiary, subject to the same filing requirements of Section 9.1, to the extent permitted under Section 401(a)(9) of the Code. To the extent such Surviving Spouse is not permitted or does not elect to designate a subsequent Beneficiary pursuant to the preceding sentence, and the Suryiving Spouse dies prior to receiving a complete distribution of the amount that would have been paid to such Surviving Spouse had such Surviving Spouse's death not then occurred, then, for purposes of the Plan, the distribution that would otherwise have been received by such Surviving Spouse shall be paid to the Surviving Spouse's estate. 30 SECTION 10 QUALIFIED DOMESTIC RELATIONS ORDERS 10.1 Qualified Domestic Relations Order. Payments with respect to a Participant's Plan Benefit may be made by the Trustee from the Trust Fund to one or more Alternate Payees pursuant to the terms of a Qualified Domestic Relations Order. Upon segregation of the assets payable to an Alternate Payee in an Alternate Payee Account or the payment of such benefits to the Alternate Payee, any such amounts paid or segregated shall no longer constitute part of the Participant's Plan Benefit. No liability whatsoever shall be incurred by the Board, Staff,the Trustee, the Employer, the Administrative Service Agency, the Review Committee or any Financial Organization solely by reason of any act or omission undertaken in accordance with this section to comply with the terms of a Qualified Domestic Relations Order. 10.2 Suspension of Distributions During Claim Period. Subject to the discretion of the Administrative Service Agency or the Board, no distribution of any Plan Benefit shall be permitted in any period during which a purported Qualified Domestic Relations Order claim, against all or part of such Plan Benefit, is being reviewed in accordance with the provisions of Section 11.8. If the Administrative Service Agency reasonably believes that a purported Qualified Domestic Relations Order against all or part of any Plan Benefit is likely to be asserted, the Board may refuse to permit any distribution of all or part of such Plan Benefit pending determination of such claim. 31 SECTION 11 ADMINISTRATION 11.1 Plan Administration. Except as otherwise provided herein, the operation and administration of the Plan shall be the responsibility of the Board, and the Board shall have all of the broad, general authority necessary or advisable to operate and administer the Plan. The Board shall have the power and the duty to take all action and to make all decisions necessary or proper to carry out its responsibilities under the Plan. All determinations of the Board as to any question involving its responsibilities under the Plan, including interpretation of the Plan or as to any discretionary actions to be taken under the Plan, shall be solely in the Board's discretion and shall be final, conclusive and binding on all parties. 11.2 Board Powers and Duties. Without limiting the generality of the foregoing, the Board shall have the following powers and duties: (a) to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefit under the Plan; (b) to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; (c) to interpret the Plan and to resolve ambiguities, inconsistencies and omissions in the terms of the Plan or any document related to the Plan; (d) to decide all questions concerning the Plan and the eligibility of any Employee or other individual to participate in the Plan; (e) to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan; (0 to enlarge or diminish any applicable time period set forth in the Plan, subject to applicable law; and (g) to determine the methods and procedures for the implementation and use of any automated telephone, computer, internet, intranet or other electronic or automated system adopted by the Board for purposes of Plan administration, including for receiving and processing enrollments and instructions with respect to the investment of assets allocated to an Account Participant's Accounts and for such other purposes as may be designated from time to time. 11.3 Limitation of Liability. Except as may be prohibited by applicable law, neither the Board, any member thereof, nor any Staff member, shall be liable for(a) anything done or omitted to be done by it or by them unless the act or omission claimed to be the basis for liability amounted to a failure to act in good faith or was due to gross negligence or willful misconduct; (b)the payment of any amount under the Plan; or(c) any judgment or reasonable mistake of fact made by it or on its behalf by a member of the Board or Staff. No member of the Board or any Staff member, shall be personally liable under any contract, agreement, bond or other instrument 32 made or executed by him or her or on his or her behalf in connection with the Plan or Trust Fund. 11.4 Trustee. The Trustee shall have responsibility for the custody and safekeeping of the assets of the Plan and the Trust Fund and the valuation of such assets in accordance with the terms of the Trust Agreement and, in conjunction with the Administrative Service Agency, shall be responsible for implementing the aggregated investment decisions of Participants and beneficiaries by allocating the Plan assets to the various Investment Options. The Board shall periodically review the performance and methods of the Trustee and the Board may, subject to the terms of the Trust Agreement, appoint and remove or change the Trustee at any time for any reason or for no stated reason. If the Trust Agreement so provides, the Trustee may also serve as the Administrative Service Agency and perform the record keeping services normally performed by a third party Administrative Service Agency or may provide the services normally provided by a Financial Organization,provided that the Trustee otherwise qualifies as an Administrative Service Agency or a Financial Organization, as the case may be. 11.5 Financial Organizations. The Board shall have the power to appoint or remove one or more Financial Organizations and to delegate to such Financial Organization(s) authority and discretion to manage(including the power to acquire and dispose of)the assets of the Plan and Trust Fund in accordance with the Regulations and the Plan. The Board shall periodically review the performance and methods of such Financial Organization(s). The Board has the right to (i) replace any Financial Organization or Investment Option with a successor Financial Organization or Investment Option or(ii)to select any additional Financial Organization or Investment Option. 11.6 Delegation. The Board may delegate its general authority as it deems appropriate in accordance with the terms of the Plan and all applicable Code sections;provided, however,that such delegation shall be subject to revocation at any time at the discretion of the Board. Notwithstanding any other provision of the Plan,the Board's general authority shall include the right to review, revise, modify, revoke, or vacate any decision made or action taken by any party under the Plan to whom authority of the Board has been delegated or to whom authority with respect to the administration of the Plan or the custody and investment of the assets of the Trust Fund has been delegated or assigned under the terms of the Plan, by the Board or otherwise. The rights of the Board under Section 11.6 include the right to review, revise, modify, revoke, or vacate any decision of the Administrative Service Agency or the Review Committee. 11.7 Plan Expenses. (a) Assessment Against the Trust Fund. Subject to 11.7(b), the expenses of administering the Plan, including(i)the fees and expenses of the Financial Organizations and Administrative Service Agency for the performance of their duties under the Plan, including any fees and expenses associated with a change, termination or addition of an Investment Option, (ii) the fees, if any, of any member of the Board and any Trustee and the expenses incurred by the Board or any of its members or Staff or any Trustee in the performance of their duties under the Plan (including reasonable compensation for any legal counsel, certified public accountants, consultants, and agents, employees of the Board and cost of services rendered in respect of the Plan and the Trust Agreement(as provided therein)), and (iii) all other proper charges and 33 disbursements of the Financial Organizations, Administrative Service Agency, the Board or its members (including settlements of claims or legal actions approved by counsel to the Plan) or any Trustee shall be allocated to and paid out of the assets of the Trust Fund in accordance with such allocation and payment procedures as the Board shall establish from time to time. The Board is authorized to levy a fee against the Accounts of Account Participants for the purpose of paying some or all of such expenses, except where such expenses are paid from State funds allocated for such expenses or the Employer elects to pay such expenses directly;provided, however,that any such fees shall be levied on a pro-rata basis from the Account Participant's various Accounts at any given time, including Before-Tax Deferral Accounts, Roth Accounts, Rollover Accounts not relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program, and Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program. (b) Investment Expenses. Unless the Board determines otherwise, brokerage fees, transfer taxes and any other expenses incident to the purchase or sale of securities for any Investment Option shall be deemed to be part of the cost of such securities, or deducted in computing the proceeds therefrom, as the case may be. The Administrative Service Agency shall appropriately deduct any taxes assessed in respect of any assets held, income received, or transactions effected under any Investment Option proportionately against any Accounts that are invested in such Investment Option. 11.8 Review of Claims. (a) Initial Claim of Rights or Benefits and Review. Any claim to rights or benefits under the Plan, including any purported Qualified Domestic Relations Order, or request for an Unforeseeable Emergency Withdrawal must be filed in writing with the Administrative Service Agency. Within sixty days after receipt of such claim,the Administrative Service Agency, shall notify the claimant and, if such claimant is not the Account Participant, any Account Participant against whose Plan Benefit the claim is made, that the claim has been granted or denied, in whole or in part. Notice of denial of any claim in whole or in part by the Administrative Service Agency, or by such other entity designated by the Administrative Service Agency, shall include the specific reasons for denial and notice of the rights granted by Section 11.8. (b) Review of Decision. Any claimant or Account Participant who has received notice of denial or grant, in whole or in part, of a claim made in accordance with the foregoing Section 11.8(a)may file a written request within thirty days of receipt of such denial for review of the decision by the Review Committee. Within ninety days after receipt of such request for review, the Review Committee shall notify the claimant and, as applicable, the Account Participant, that the claim has been granted or denied, in whole or in part;provided, however, that the Review Committee may in its discretion extend such period by up to an additional 120 days upon notice to the claimant and, as applicable, the Account Participant, prior to expiration of the original ninety days that such additional period is needed for proper review of the claim. Notice of denial of any claim in whole or in part by the Review Committee shall include the specific reasons for denial and shall be final, binding and conclusive on all interested persons for all purposes. 34 11.9 Advisers. The Board shall arrange for the engagement of legal counsel and certified public accountants, who may be counsel or accountants for the Employer, and other consultants, including an investment adviser, and make use of agents and clerical or other personnel, for purposes of this Plan. The Board and Staff may rely upon the written opinions of the State Attorney General and of such counsel, accountants and consultants, and upon any information supplied by the Trustee, a Financial Organization or Administrative Service Agency appointed in accordance with the Regulations. 11.10 Limitation on Board Power. No member of the Board shall be entitled to act on or decide any matters relating solely to such member or any of his or her rights or benefits under the Plan. 11.11 Public Meetings. All actions of the Board shall be taken at a public meeting in accordance with Article 7 of the Public Officers Law. The Board shall establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings. 11.12 Defense of Claims. In the event of a claim or legal action,the Board shall be entitled to defense by the State Attorney General. 35 SECTION 12 ADOPTIONS BY AND WITHDRAWALS OF PARTICIPATING EMPLOYERS 12.1 Adoption by a Participating Employer. (a) Effective Date of Adoption. Upon a Public Employer's adoption of the Plan, such Public Employer shall file with the Administrative Service Agency and the Board a certified copy of each resolution or other legal action, consent or approval through which the Public Employer adopted the Plan. Such Public Employer's adoption of the Plan shall be effective upon receiving an acknowledgment of receipt of such submission from the Administrative Service Agency. (b) Board as Exclusive Agent. Any Public Employer which adopts the Plan shall be deemed thereby to appoint the Board its exclusive agent to exercise on its behalf all of the power and authority conferred hereby upon the Board. The authority of the Board to act as such agent shall continue until the Public Employer has withdrawn from the Plan pursuant to Section 12.2 and the Plan Benefits attributable to any Account Participants who are current or former Employees (or who are Beneficiaries or Alternate Payees of any current or former Employees) of such Public Employer, have been distributed or transferred to another eligible deferred compensation plan under Section 457 of the Code, as provided in the Plan. 12.2 Withdrawal of Participating Employer. (a) Withdrawal by the Participating Employer. Any Participating Employer may terminate its adoption of the Plan by filing with the Administrative Service Agency and the Board a copy of a resolution or other legal action, adopted in the same manner as the resolution or other legal action adopted pursuant to Section 12.1(a), specifying a termination date which shall be no earlier than the last Business Day of a month at least three months subsequent to the date such notice is received by the Administrative Service Agency and the Board. (b) Termination of Public Employer's Participation by the Board. (i) The Board may terminate any Participating Employer's adoption of the Plan, as of any termination date specified by the Board, for the failure of the Participating Employer to comply with any provision of the Plan or the Regulations. (ii) The Board may terminate a Participating Employer's adoption of the Plan upon complete and final discontinuance of deferrals and contributions. (c) Treatment of Participants after Withdrawal. Upon termination of adoption of the Plan by any Public Employer that was formerly a Participating Employer, such Public Employer shall not permit any further deferrals or contributions of Compensation under the Plan and all Plan Benefits of Participants who are or were Employees of such Public Employer shall thereafter be transferred to a plan established by such Public Employer or if no successor plan is established, payable to or in respect of such Participants as provided in the Plan. Any distributions, transfers or other dispositions of such Plan Benefits as provided in the Plan shall constitute a complete discharge of all liabilities under the Plan with respect to such Public 36 Employer's previous adoption of the Plan and any Participant who is or was an Employee of such Public Employer. The rights of such Account Participants under the Plan shall be unaffected by the termination of the adoption of the Plan by such Public Employer with respect to deferrals and contributions made and Accounts in existence as of the effective date of the termination. (d) Continued Obligations of Public Employers. Notwithstanding any other provision in Section 12.2 to the contrary, any Public Employer who was previously a Participating Employer and whose adoption of the Plan has been terminated pursuant to Section 12.2(a) or 12.2(b) shall cooperate with the Administrative Service Agency to provide any information or notifications needed for the continued administration of the Plan to Account Participants who had Accounts in existence as of the effective date of the termination, until such time as total the value of the Plan Benefits attributable to any Account Participants who are current or former Employees (or who are Beneficiaries or Alternate Payees of any current or former Employees) of such Public Employer, has been distributed or transferred to another eligible deferred compensation plan under Section 457 of the Code, as provided in the Plan. 37 SECTION 13 AMENDMENT OR TERMINATION 13.1 Power to Amend and Terminate. Subject to any requirements of State or federal law, the Board reserves the right at any time and with or without prior notice to any person to amend, suspend or terminate the Plan,to eliminate future deferrals and contributions for existing Participants, or to limit participation to existing Participants, in whole or in part and for any reason and without the consent of any Participating Employer, Employee, Account Participant, Beneficiary or other person. No amendment, suspension or termination of any provisions of the Plan or any deferrals or contributions thereunder,the Trust Agreement or any Investment Option may be made retroactively, unless such retroactivity is allowed under State law, the Code and other applicable law. 13.2 Termination of Plan. Upon any action by the Board to initiate a Plan termination, no Participating Employer may permit any further deferrals or contributions of Compensation under the Plan, and the Plan termination shall become effective upon the distribution of all Plan Benefits. After taking an action to initiate a Plan termination,the Board may distribute all Plan Benefits to Account Participants or the Board may provide that Plan Benefits and other interests in the Trust Fund shall continue to be payable as provided in the Plan. Any distributions, transfers or other dispositions of the Plan Benefits as provided in the Plan shall constitute a complete discharge of all liabilities under the Plan. The Board and the Trustee(s) shall remain in existence and the Trust Agreement and all of the provisions of the Plan that the Board determines are necessary or advisable for the administration and distribution, transfer or other disposition of interests in the Trust Fund shall remain in force. 13.3 Notice to Participating Employers. The Board shall give notice on a reasonably timely basis of any amendment, suspension or termination of the Plan to all Participating Employers. 38 SECTION 14 GENERAL LIMITATIONS AND PROVISIONS 14.1 Plan Binding on Account Participants. The Plan, as duly amended from time to time, shall be binding on each Account Participant and his or her Surviving Spouse,heirs, administrators, trustees, successors, assigns, and Beneficiaries and all other interested persons. 14.2 No Right to Employment. Nothing contained herein shall give any individual the right to be retained in the employment of the Employer or affect the right of the Employer to terminate any individual's employment. The adoption and maintenance of the Plan shall not constitute a contract between the Employer and any individual or consideration for, or an inducement to or condition of, the employment of any individual. 14.3 Incapacitation or Incompetence. If the Administrative Service Agency shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs, is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a Beneficiary, Surviving Spouse or duly appointed legal representative or the time period during which a Beneficiary or Surviving Spouse could make a claim under the Plan has not elapsed)may, if the Administrative Service Agency so elects, be paid to his or her spouse, a child,a relative, or any other person maintaining or having custody of such person otherwise entitled to payment or deemed by the Trustee to be a proper recipient on behalf of such person. Any such payment shall be a complete discharge of all liability under the Plan therefor. 14.4 No Alienation of Plan Benefits. Except insofar as may otherwise be required by a Qualified Domestic Relations Order or applicable law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, garnishment, charge or encumbrance of any kind, and any attempt to so alienate such amount, whether presently or thereafter payable, shall be void. 14.5 Notices to the Board. All elections, designations,requests,notices, instructions, and other communications from a Public Employer, an Employee, an Account Participant or any other person to the Board,Administrative Service Agency or the Employer required or permitted under the Plan shall be in such form as is prescribed by the Board, shall be mailed by first class mail or delivered electronically in such a form and to such location as shall be prescribed by the Board from time to time, and shall be deemed to have been given and delivered only upon actual receipt thereof at such location. Copies of all elections, designations, requests, notices, instructions and other communications from an Employee, a Participant, a Beneficiary, a Surviving Spouse or any other person to the Employer shall be promptly filed with the Administrative Service Agency in such a manner specified by the Administrative Service Agency. 14.6 Notices to Participants. All notices, statements, reports and other communications from a Public Employer, the Trustee or the Board to any Account Participant shall be deemed to have been duly given when delivered to, or when mailed by electronic delivery or other form of 39 delivery approved by the Board or by first class mail, postage prepaid and addressed to such Employee, Account Participant, Beneficiary, Surviving Spouse or other person at his or her address last appearing on the records of the Administrative Service Agency, the Board, the Trustee or the Public Employer 14.7 Trust Sole Source of Plan Benefits. The Trust Fund shall be the sole source of benefits under the Plan and, except as otherwise required by applicable law, neither the Board, Staff, the Employer nor any officer or employee of an Employer assume any liability or responsibility for payment of such benefits, and each Account Participant, his or her spouse or Beneficiary, or other person who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment and shall not have any right, claim or demand therefor against the Board or any member thereof, Staff,the Employer, or any officer or employee of an Employer. Nothing in Section 14.7 shall relieve an Employer of its obligation to defer or contribute Amounts Deferred or Contributed to the Trust Fund within two Business Days after the applicable payroll date, in the manner contemplated by Section 4.1. 14.8 Account Assets and Account Vesting (a) Account Assets Held in Trust Fund. The entire value of each Account for each Account Participant shall be held in the Trust Fund pursuant to the Trust Agreement for the exclusive benefit of the applicable Account Participant and for paying reasonable expenses of the Plan and of the Trust Fund pursuant to Section 11.7, and no part of the Trust Fund shall revert to any Employer;provided, however, that the setting-aside of any amounts to be held in the Trust Fund is expressly conditioned upon the following: If an amount is set aside to be held in the Trust Fund by an Employer in a manner which is inconsistent with any of the requirements of Section 457(b)of the Code, such amount shall be returned to such Employer prior to the first day of the first Plan Year commencing more than 180 days after the date of notification of such inconsistency by the Secretary of the Treasury. Any amounts so returned to the Employer, and the earnings thereon, shall be remitted to the Participants on whose behalf such amounts were set aside. (b) Vesting. Each Account Participant shall be 100 percent vested at all times in his or her Plan Benefit. 14.9 Several Liability. The duties and responsibilities allocated to each person under the Plan and the Trust Agreement shall be the several and not joint responsibility of each, and no such person shall be liable for the act or omission of any other person. 14.10 Interpretation. (i) The term"including" means by way of example and not by way of limitation, and(ii)the headings preceding the sections hereof have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions hereof. 14.11 Construction. The Plan and all rights there under shall be governed by and construed in accordance with the Code and the laws of the State. 40 NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT SECTION 4 INTERNAL REVENUE SERVICE DETERMINATION LETTERS The New York State Deferred Compensation Plan amended its plan document to be effective January 1, 2002. The following letter is a determination letter from the Internal Revenue Service stating that the Plan was an eligible deferred compensation plan under section 457 of the Internal Revenue Code of 1986 prior to the adoption of those amendments.The Plan is seeking a determination from the Internal Revenue Service that the amendments to the Plan,as amended, continues to be an eligible deferred compensation plan under section 457 of the Internal Revenue Code of 1986. 55 Internal. Revenue Service Department of the Treasury Washington.DC 20224 Index No.: 457.01-00 457.05-00 Contact Person: Kenneth J. Laverriere Suzanne K. Tank (ID# 50-07152) Shearman & Sterling Telephone Number: 599 Lexington Avenue (202) 622-6030 New York, NY 10022-6069 In Reference to: ggiEBEO:Br1 - PLR104684-99 SEP 3 0 f999 Board = State of New York Deferred Compensation Board EIN = 13-3702288 State X = State of New York and Other Participating Public Jurisdictions State Plan = Deferred Compensation Plan for Employees of the State of New York and Other Participating Public Jurisdictions Dear Mr. Laverriere: This is in response to your letter dated February 25, 1999, on behalf of the Board requesting a ruling on the federal tax consequences of the State Plan. State X intends the State Plan to be an eligible deferred compensation plan under section 457 of the Internal Revenue Code of 1986 (the "Code"). The State Plan has been or will be adopted only by employers that are state.or local governmental entities described in section 457(eX1XA). Pursuant to the laws of State X. the Board established the State Plan for the•benefit of eligible employees of State X and of other public jurisdictions in State X that adopt the State Plan. In 1996 the Internal Revenue Service(the "IRS") ruled that the State Plan as amended and restated at that time was an eligible state deferred compensation plan as definedin section 457. The State Plan has been amended and restated again to include several amendments effective in 1997 and 1998. Under.the State Plan an employee may elect to defer compensation he or she would have received for services rendered to an employer in any taxable year. The deferral extends until the participant reaches age 701/2, separates from service, or has an unforeseeable emergency. The election to defer compensation must be made by the 10th of the calendar month before any payroll date. The State Plan provides for a maximum amount that may be deferred by a participant in any taxable year and for a catch-up computation for amounts deferred for one or more of the participants last -2- Kenneth J. Laverriere catch-up computation for amounts deferred for one or more of the participant's last three taxable years ending before normal retirement age under the State Plan. The amounts that may be deferred under the annual maximum limitation and the catch-up provision are within the limitations set out in section 457 of the Code. With certain limitations, a participant or beneficiary (or an alternate payee as described below) may elect the manner in which his or her deferred amounts will be distributed. The election must be made prior to the date any amounts become payable to the participant or beneficiary under the State Plan. If the participant or beneficiary fails to make a timely election concerning distribution of the deferred amounts, dations are made at the time and in the manner prescribed by the State Plan. Regardless of who makes the election, the manner and time of benefits must meet the distribution requirements of section 401(ax9) and 457(dX2)of the Code. The State Plan allows segregation of accounts on behalf of and payments to an alternate payee pursuant to a Plan Certified Domestic Relations Order (a "PCDRO"). A PCDRO is defined in the State Plan as a domestic relations order determined by a specified agency to meet the requirements of a qualified domestic relations order within the meaning of Code section 414(p). The State Plan providesthat no distribution may be made to an alternate payee before the amount distributed would otherwise be available to the participant, that the rights of an alternate payee may never be greater than those of the participant, and that an alternate payee may not receive a distribution for an unforeseeable emergency. An alternate payee may direct the investment of amounts segregated on his or her behalf. However, the State Plan does permit one exception to the above distribution requirements. The State Plan,in accordance with section 457(eX9XA)of the Code. includes a provision permitting an in-service distribution of$5,00004 or less from a participants account provided that 1)the total amount payable to.the participant under the State Plan does not exceed the dollar limit under section 411(ax11)(currently $5,000), 2)the participant had not previously received an in-service distribution of the total payable to him or her under the State Plan, 3) no amount had been deferred under the State Plan for the participant during the two-year period ending on the date of such in-service distribution and 4) the participant has elected to receive the distribution. The State Plan further provides that all amounts of compensation deferred pursuant to the State Plan, all property and rights purchased with such amounts and all income attributable to such amounts, property, or rights shall be held in trust for the exclusive benefit of participants and beneficiaries under the State Plan. The trust under the State Plan was established pursuant to a written agreement that is represented to be a valid trust under the laws of State X. -3-- Kenneth 3-Kenneth J. Laverriere The rights of any participant or beneficiary to payments pursuant to the State Plan are not subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind. The terms of the trust make it impossible prior to the satisfaction of all liabilities with respect to participants and their beneficiaries for any part of the assets and income of the trust to be used for, or diverted to, purposes other than the exclusive benefit of participants and their beneficiaries. Section 457 of the Code provides rules for the deferral of compensation by an individual participant in an eligible deferred compensation plan (as defined in section 457(b)). Section 457(a)provides that in the case of a participant in an eligible deferred compensation plan, any amount of compensation deferred under the plan and any income attributable to the amounts so deferred shall be includible in gross income only for the taxable year in which such compensation or other income is paid or otherwise made available to the participant or beneficiary. Section 457(dX1XA) provides that for a section 457 plan to be an eligible plan, the plan must have distribution requirements providing that under the.plan amounts will not be made available to participants or beneficiaries earlier than i)the calendar year in which the participant attains age 70 %s, ii)when the participant is separated from service with the employer, or iii)when the participant is faced with an unforeseeable emergency as determined under Treasury regulations. However, section 401(ax9XCXi)generally allows plans to postpone the required beginning date until April 1 of the calendar year following the letter of the calendar year in which the employee retires or in which he attains age 70 6. A basic requirement prescribed by section 457(bX5) is that an eligible section 457 plan must meet the section 457(d)distribution requirements described above in order to retain its tax-deferred eligible status. A section 457 plan would violate these provisions of section 457(bX5)and the regulations thereunder if the participant or anyone else received a distribution earlier than the earliest date established in section 457(dX1)(A)• Section 457(eX9XA) provides that the total amount payable to a participant under the plan will not be treated as made available merely because the participant may elect to receivesuch amount (or the plan may distribute such amount without the participants consent) if (1)such amount does not exceed $5,000, and (ii) such amount -4- Kenneth J. Laverriere maybe distributed only if--(!).no.amount has been deferred under the plan with respect to such participant during the 2:year period ending on the date of the distribution,-and (II) there has been no prior distribution under the plan to such participant under this option. Section 1.457 2(hX4) of the Income Tax Regulations defines an unforeseeable emergency as severe:financial hardship to the participant resulting from a sudden and unexpected illness or accident of the participant or of a dependent,doss of the participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant, Section 457(gX1) provides that a plan maintained by an eligible governmental employer shall not be treated as an eligible deferred compensation plan unless all assets and rights purchased with such deferred compensation amounts and all income attributable to such amounts, property, or rights of the plan are held in trust for the exclusive benefit of participants and their beneficiaries. Section 457(gX2) provides that a trust described in section 457(gX1) shall be treated as an organization exempt from tax under section 501(a). Section 457(g.)(2XB) provides that the amounts in the trust are treated as includible in the gross income of participants and beneficiaries only to the extent, and at the time, provided in section 457. Under the terms of the State Plan and trust, the trustee must hold all of the section 457(b) plan assets for the exclusive•benefit of the participants and their beneficiaries, and all amounts deferred under the State Plan must be transferred to a trust meeting the requirements of section 457(g)of the Code within an administratively reasonable time period. Based upon the provisions of the revised State.Plan summarized above, we conclude as follows: 1. The State Plan established by State X is an eligible deferred compensation plan as defined in section 457(b) of the Internal Revenue Code of 1986. All assets and income of the State Plan described in section 457(bK6)will be held in trust for the exclusive benefitof participants and their beneficiaries. -5- Kenneth J. Laverriere 2. Amounts of compensation deferred in accordance with the State Plan, including any income attributable to the deferred compensation, will be includible in the recipient's gross income for the taxable year or years in which amounts are paid or otherwise made available to a participant or beneficiary in accordance with the terms of the State Plan. No opinion is expressed concerning the timing of the indusion in income of amounts deferred under any deferred compensation plan other than the State Plan described above. Inaddition, no opinionis expressed concerning the effect the adoption of the trust has on the rights of employers under the State Plan. This ruling applies only to deferrals made after the date this ruling is issued. If the State Plan is significantly modified, this ruling will not necessarily remain applicable. This rulingis directed only to State X and:the participants of the State.Plan and applies only to the State Plansubmitted on February 25, 1999. Section 6110(kX3) of the internal Revenue Code.provides that it may not be used or cited as precedent. Temporary or finalregulations pertaining to one or more of the issues addressed in this ruling have not yet been adopted. Therefore, this ruling may be modified or revoked if the adopted temporary or finalregulations are inconsistent with any conclusion in the ruling. See section 1.2.04 of Rev. Proc. 99-1, 1999-1 I.R.B. 6, 47. However, when the criteria in section 12.05 of Rev. Proc. 99-1 are satisfied, a ruling is not revoked or modified retroactively except in rare or unusual:circumstances. Sincerely yours, (2.674AW_ "Ordf.sf ROBERT D. PAT LL Assistant Chief, 13 1 Office of the Associate Chief Counsel (Employee Benefits and Exempt Organizations) Enclosure: Copy for section 6110 purposes NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT SECTION 5 SECTION 5 OF THE NEW YORK STATE FINANCE LAW 61 New York State Finance Law § 5. Deferred compensation. 1. The deferred compensation board is hereby established, to consist of one member appointed by the governor, one member appointed by the temporary president of the senate and one member appointed by the speaker of the assembly. The board shall adopt rules and regulations regarding the standards and requirements of all deferred compensation plans established pursuant to this section, including selection of financial organizations for investment purposes. 2. a. Notwithstanding any other provision of law, the deferred compensation board shall establish a deferred compensation plan, under the provisions of section four hundred fifty-seven of the internal revenue code and regulations adopted pursuant thereto, for all state employees and shall promulgate rules and regulations as soon as is reasonably practicable following the appointment of all members of the board for the appropriate administration of such a plan. b. The board shall enter into written agreements with one or more financial organizations to administer the deferred compensation plan for state employees and to invest funds held pursuant to such plan. Any such written agreement and deferred compensation plan shall conform with the provisions of section four hundred fifty-seven of the internal revenue code and regulations adopted pursuant thereto. c. Within the discretion of the deferred compensation board and in accordance with and subject to its fiduciary duty and obligations to the deferred compensation plan for state employees and to the members and beneficiaries of such plan and such other investment limitations as may be prescribed by this chapter, the deferred compensation board is authorized to establish an MWBE asset management and financial institution strategy including reasonable goals for utilization of MWBE asset managers, MWBE financial institutions and MWBE professional service firms, which shall include, but shall not be limited to, the following objectives: (i) conducting procurement procedures in a manner that will assure the inclusion of MWBE asset managers in any request for proposal or search process for asset management services undertaken in accordance with the rules and regulations and of the board; (ii) subject to best execution policies, developing a strategy to (1)conduct trades of public equity securities with MWBE financial institutions and (2) conduct trades of fixed-income securities through MWBE financial institutions; (iii) conducting procurement procedures in a manner that will assure the inclusion of MWBE financial institutions and other MWBE professional service firms in procurements for services that include accounting, banking, financial advisory, insurance, legal, research, valuation and other financial and professional services that are undertaken in accordance with the rules and regulations of the board; (iv) cooperating with other fiduciary controlled entities and state agencies and offices to identify MWBE asset managers, MWBE financial institutions and MWE3E professional service firms. As used in this section, the terms "MWBE asset manager", "MWBE financial institutions", "MWBE fiduciary-controlled entities" and "best execution" shall have the meanings specified in section one hundred seventy-six of the retirement and social security law. d. The board is also authorized to: (i) periodically provide notice of the existence of such strategy so that MWBE asset managers, MWBE financial institutions and other MWBE professional service firms are made aware of the opportunities made available pursuant to this strategy; (ii) within sixty days of the end of each fiscal year following the effective date of this paragraph, the board shall report to the governor, legislature and the chief diversity officer of the state of New York on the participation of MWBE asset managers, MWBE financial institutions and MWBE professional service providers in investment and brokerage transactions with or as providers of services for the deferred compensation plans, including a comparative analysis of such activity relative to such activity with all asset managers, financial institutions and professional service providers for the relevant period and on the progress and the success of the efforts undertaken during such period to achieve the goals of such strategy. Each report shall be simultaneously published on the website of the deferred compensation plans for not less than sixty days following its release to the governor and the other recipients named above; (iii) work with the other fiduciary-controlled entities to create a database of such MWBE entities; and (iv) periodically, but not less than annually, hold a conference to promote such strategy in conjunction with the other fiduciary-controlled entities. e. The rules and regulations promulgated by the board shall establish standards for the selection of financial organizations, authorized to do business in this state, to participate in such plans, including, but not limited to, the following criteria: (i) rates of commission, brokerage and other fees, administrative expenses and related service charges imposed by the financial organization, (ii) variety of types of investment opportunities offered by the financial organization and/or among the financial organizations selected and the ability to transfer among such opportunities, (iii) the stability of the financial organization as evidenced by experience, reputation, assets and holdings, ability to guarantee specific rates of return, (iv) ability to comply with reporting requirements to the board and to participants in such a plan, and (v)such other factors which would be considered by a prudent investor in such a plan. f. The president of the state civil service commission, subject to the rules and regulations of the board, shall provide assistance to any public employer as is appropriate to the provisions of this section. g. At the request of a state employee the comptroller shall, by payroll deduction, defer the payment of part of the compensation of such employee as provided in a written statement by the employee and transfer the amount so deferred to the authorized financial organization. h. The board may hire such employees as it deems necessary and prudent to assist in its administration. Such employees may be either: (i) in the unclassified service of the state and, notwithstanding any other provision of law to the contrary, shall be designated managerial and, as such, eligible for benefits provided by subdivision two of section eleven and subdivision (a) of section twelve of chapter four hundred sixty of the laws of nineteen hundred eighty-two, as amended; section one hundred fifty-eight of the civil service law; eligible to participate in the state deferred compensation plan, the New York state and local employees' retirement system; the health insurance plan for state employees; and subject to coverage under sections seventeen and eighteen of the public officers law, or (ii) hired not as state employees but hired on a contractual basis. 3. a. Notwithstanding any other provision of law, every public employer in the state may provide a deferred compensation plan for its employees in accordance with standards, rules and regulations of the deferred compensation board and the provisions of section four hundred fifty-seven of the internal revenue code and regulations adopted pursuant thereto. b. For the purposes of this section, the term "public employer" shall mean: a county, city, town, village or any other political subdivision as defined in section one hundred thirty-one of the retirement and social security law or civil division of the state; a school district or any governmental entity operating a public school, college or university; a public improvement or special district; a public authority, commission or public benefit corporation; any other public corporation, agency or instrumentality or unit of government which exercises governmental powers under the laws of the state or any instrumentality jointly created by this state and any other state or states. c. Subject to the rules and regulations promulgated by the board, a public employer may establish a deferred compensation plan and enter into written agreements with one or more financial organizations to administer such deferred compensation plan for its employees and to invest the funds held pursuant to such plan or such employer may elect participation in the deferred compensation plan provided for state employees. At the request of an employee of any such public employer, the chief fiscal officer or other appropriate officer of the public employer shall, by payroll deduction, defer the payment of part of the compensation of such employee, as provided in a written statement by the employee, and transfer the amount so deferred to the authorized financial organization. 4. Notwithstanding the other provisions of this section, state employees, otherwise eligible to participate in the deferred compensation plan, who are in a negotiating unit represented by an employee organization which negotiates pursuant to article fourteen of the civil service law shall not be permitted to participate under the provisions of this section until such time as such participation is authorized pursuant to a collectively negotiated agreement between the state and the employee organization; provided, however, that the state need only negotiate whether or not such employees shall be included in such plan. 5. Should a public employer elect to provide or elect to participate in a deferred compensation plan for employees otherwise eligible to participate in the plan, employees in a negotiating unit represented by an employee organization which negotiates pursuant to article fourteen of the civil service law shall not be permitted to participate under the provisions of this section until such time as such participation is authorized pursuant to a collectively negotiated agreement between the public employer and the employee organization; provided, however, that the public employer need only negotiate whether or not such employees shall be included in such plan. 6. To the extent permitted by section four hundred fifty-seven of the internal revenue code and regulations adopted pursuant thereto, any compensation deferred by a state employee or an employee of a public employer under an eligible deferred compensation plan established pursuant to this section shall be considered part of annual compensation by any retirement system or plan to which the state or public employer contributes on behalf of said employee. However, this in no way shall be construed to supersede the provision of section four hundred thirty-one of the retirement and social security law or any other similar provision of law which limits the salary base for computing retirement benefits payable by a public retirement system. 7. Any benefit from a deferred compensation plan established pursuant to this section shall be in addition to any retirement benefits provided a state or public employee under any other provision of law. .._........... . ._.__.__ 8. a. The term "financial organization" shall mean an organization authorized to do business in the state of New York and (A) which is an authorized fiduciary to act as a trustee pursuant to the provisions of an act of congress entitled "Employee Retirement Income Security Act of 1974"as such provisions may be amended from time to time, or an insurance company; and (B) (i) is licensed or chartered by the state insurance department, (ii) is licensed or chartered by the state banking department, (iii) is chartered by an agency of the federal government, (iv) is subject to the jurisdiction and regulation of the securities and exchange commission of the federal government, or (v) is any other entity otherwise authorized to act in this state as a trustee pursuant to the provisions of an act of congress entitled "Employee Retirement Income Security Act of 1974"as such provisions may be amended from time to time. b. The term "state employee" as used in this section shall mean an employee or officer of the state, whose salary is paid directly by the state and, for the limited purposes of this section shall be deemed to include officers or employees in positions in the institutions under the management and control of Cornell and Alfred universities, as representatives of the board of trustees of the state university. • NEW YORK STATE DEFERRED COMPENSATION PLAN EMPLOYER ADOPTION KIT SECTION 6 RULES AND REGULATIONS OF THE DEFERRED COMPENSATION BOARD OF THE STATE OF NEW YORK June 15, 2011 65 Rules and Regulations of the New York State Deferred Compensation Board Effective Date: June 15,2011 Following are the rules and regulations of the Deferred Compensation Board of the State of New York(the "Regulations") as amended and restated consistent with the amendments adopted by the Board by resolution at a public meeting on May 20, 2011 and published in the State Register on June 15,2011 at which time the amendments to the Regulations became effective and enforceable. *********************** SUBTITLE II Deferred Compensation Board 9000 Scope and Definitions 9001 General Provisions 9002 Establishment of Plan 9003 Selection of and Agreements with Trustees, Independent Consultants, Administrative Service Agencies,Financial Organizations and Certified Public Accountants 9004 Solicitation and Education 9005 Auditing,Bonding and Insurance 9006 Compliance PART 9000 SCOPE AND DEFINITIONS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9000.1 Scope 9000.2 Definitions Section 9000.1 Scope. This Subtitle applies to every deferred compensation plan established by the board or any local employer pursuant to section 5 of the State Finance Law. 9000.2 Definitions. (a) Unless otherwise defined, the terms used herein shall have the same meaning as that used in the Internal Revenue Code of 1986 (the"Internal Revenue Code"), as now in effect or hereinafter amended,the State Finance Law and the State plan or the model plan. (b) Wherever used herein, the following terms shall be construed as follows: (1) Administrative service agency means a person duly authorized to do business in the State of New York and qualified to administer and maintain records and accounts of defined contribution plans which meet the requirements for qualification under the Internal Revenue Code, governmental plans and eligible deferred compensation plans. The functions of an administrative service agency under this Subtitle may be carried out by a trustee, provided that the person serving as a trustee otherwise satisfies all of the requirements under this Subtitle applicable to an administrative service agency. (2) Board means the deferred compensation board of the State of New York established by section 5 of the State Finance Law. (3) Deferred compensation committee means the committee or board, or other entity, office or officer, appointed in accordance with applicable law by a local employer to act in respect of a plan in accordance with section 9001.2(b) of this Subtitle. (4) Financial organization means a person duly authorized to do business in the State of New York and who: (i) is registered as an investment adviser under the Investment Advisors Act of 1940, as such provisions may be amended from time to time; (ii) is a bank, as defined in such act; or (iii) is an insurance company qualified under the laws of more than one state to manage, acquire or dispose of any assets of plans which meet the requirements for qualification under the Internnal Revenue Code, governmental plans and eligible deferred compensation plans. The functions of a financial organization under this Subtitle may be carried out by a trustee,provided that the person serving as a trustee otherwise satisfies all of the requirements under this Subtitle applicable to a financial organization. For the purposes of this Subtitle, a financial organization that provides self-directed investment services to a plan through a mutual fund or brokerage"window" arrangement sponsored by such financial organization shall be recognized as the sole financial organization in relation to such self-directed investment services and the term"financial organization" shall not be deemed to include any entity sponsoring mutual funds provided through such"window." (5) Guaranteed investment contract means a contract with an insurance company or a bank that guarantees a specific rate of return on the invested capital over the life of the contract and for the return of such invested capital and interest to the plan on one or more dates specified in the contract. (6) Independent Consultant means a person duly authorized to do business in the State of New York and who may be or is retained by the board or a deferred compensation committee in accordance with the provisions of this Subtitle to provide advice to the board or deferred compensation committee on investment matters and who is registered as an investment adviser under the Investment Advisors Act of 1940, as such provisions may be amended from time to time. (7) Local employer means a public employer as defined in section 5 of the State Finance Law but excluding the State of New York. (8) Model plan means the form of plan authorized by the board for adoption in accordance with the provisions of this Subtitle by any local employer not participating in the State plan and not sponsoring a plan described in section 9001.2(a)(3) of this Subtitle, as such may be amended by the board from time to time. A copy of the model plan may be obtained from the board. (9) Participation agreement means an agreement executed by an employee and the employer as described in the State plan and the model plan or such other similar agreement executed in connection with another plan. (10) Person means any individual, corporation,partnership, association, trust, joint stock company, unincorporated organization or other similar entity. (11) President means the president of the New York State Civil Service Commission. (12) Plan means any of the State plan, the model plan and any other deferred compensation plan described in section 9001.2(a)(3)of this Subtitle. (13) Stable income fund means,with respect to a plan, an investment option available to participants in the plan that seeks to provide book-value accounting, stability of principal and a low volatility total return. (14) State plan means the Deferred Compensation Plan for Employees of the State of New York and Other Participating Public Jurisdictions established by the board, as such may be amended by the board from time to time. A copy of the State plan may be obtained from the board. (15) Trust means a trust to hold the assets of a plan for the exclusive benefit of participants and their beneficiaries that meets the requirements of this Subtitle, including without limitation the requirements of section 9002.1(b), and section 457(g) of the Internal Revenue Code. (16) Trust Agreement means an agreement evidencing a trust meeting the requirements of this Subtitle. (17) Trustee means each person designated by the board or deferred compensation committee, as applicable, in accordance with the provisions of this Subtitle to hold in a trust any amounts under a plan. (18) Wrap contract means a contract with a financial organization that provides for book-value accounting with respect to a designated portion of the assets of a stable income fund but that does not give the financial organization issuing the contract day-to- day investment authority with respect to such assets. Such term includes participating, non-participating and hybrid wrap contracts. • PART 9001 GENERAL PROVISIONS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9001.1 Application; Incorporation by Reference 9001.3 Ineligibility 9001.2 Establishment of plan by local employer 9001.4 Special provisions Section 9001.1 Application; Incorporation by Reference. (a) This Subtitle shall be interpreted and applied so that any plan established hereunder shall be an eligible deferred compensation plan under section 457 of the Internal Revenue Code. (b) The Board hereby adopts and incorporates by reference the provisions of Sections 457, 401(a)(9) and'72(p) of the Internal Revenue Code and the corresponding sections of title 26 of the Code of Federal Regulations and Section 203 of the Investment Advisers Act of 1940, effective as of the date of the adoption of these Regulations. Copies of said material may be obtained from the U.S. Government Printing Office, Washington D.C. 20402 and such material is available for public inspection and copying at the Offices of the New York State Deferred Compensation Board, Empire State Plaza Concourse--North, Room 124, Albany, NY 12223. 9001.2 Establishment of plan by local employer. (a) Except as specifically provided in this section 9001.2(a), a local employer may not establish or maintain more than one plan for its employees. A local employer may establish a plan for its employees: (1) by becoming a participating employer in the State plan as provided therein; (2) by adopting the model plan in accordance with the procedures prescribed in Part 9002 of this Subtitle; or (3) by adopting another plan which complies with all requirements of this Subtitle and section 457 of the Internal Revenue Code in accordance with the procedures prescribed in Part 9002 of this Subtitle. A local employer which has previously established a plan may establish a plan in accordance with the requirements of this Subtitle so long as (i) all amounts held under the previously established plan have been distributed or otherwise paid out in accordance with the terms of such previously established plan and all other obligations of the previously established plan have been satisfied, or(ii)another local employer has been substituted as sponsor of the previously established plan. (b) A deferred compensation committee shall be appointed by a local employer to act on behalf of the local employer under the model plan or a plan described in section 9001.2(a)(3) of this Subtitle to the extent permitted or required by this Subtitle and by such plan whenever such employer adopts such plan and shall continue in existence, as it may be reconstituted from time to time by the local employer in accordance with applicable law, for so long as such plan remains in existence. 9001.3 Ineligibility. Independent contractors shall not be eligible to participate in any plan. 9001.4 Special provisions. (a) Actuarial tables which distinguish on the basis of sex shall not be utilized for any purpose under any plan. (b) Any installment distribution option permitted by any plan shall comply with all requirements of sections 457 and 401(a)(9) of the Internal Revenue Code and any treasury regulations promulgated thereunder. (c) Any plan shall provide clear procedures for the review of domestic relations orders and shall require compliance with all domestic relations orders properly issued in accordance with such procedures and the requirements of applicable law in respect of amounts under the plan. (d) Any plan established under this Subtitle may permit the loan of any amounts under such plan solely to a participant or beneficiary;provided that such plan establishes clear procedures for the administration of such loans and shall require compliance with sections 457 and 72(p) of the Internal Revenue Code and any treasury regulations promulgated thereunder and any other applicable laws. PART 9002 ESTABLISHMENT OF PLAN (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9002.1 Assets held in trust 9002.2 Documents to be filed Section 9002.1 Assets held in trust. (a) A plan established by the board or a local employer shall require (i)that its assets be invested by one or more financial organizations selected by the board or deferred compensation committee, as applicable, and (ii)that, by January 1, 1999 or such other later date as may be permitted under section 457 of the Internal Revenue Code with respect to a plan in existence as of August 20, 1996 and immediately with respect to all other plans, all such assets shall be held in one or more trusts pursuant to one or more trust agreements. (b) Each trustee designated by the board or deferred compensation committee must be authorized to act as a trustee under applicable law and shall be either a member of the board with respect to the State plan or a member of the relevant deferred compensation committee with respect to a model plan or other plan or a financial organization selected in accordance with the requirements of this Subtitle. A trust agreement between the board or deferred compensation committee and a trustee shall not meet the requirements of this section 9002.1(b) unless it satisfies each of the following requirements: (1) the trust established by such agreement meets all of the requirements applicable to trusts described in section 457(g) of the Internal Revenue Code; (2) such agreement provides that the assets of the plan to which such trust relates (i) are held in trust for the exclusive benefit of plan participants and their beneficiaries, (ii)may be used only to pay plan benefits and defray reasonable expenses of administering the plan and(iii)cannot revert to the State or local employer until all plan benefits have been paid to plan participants and beneficiaries in accordance with the terms of the plan; (3) such agreement names the trustee and provides that, upon the trustee's appointment as such, the trustee shall have exclusive authority and direction to manage and control the assets of the plan, except to the extent that(i) such management and control has been delegated in accordance withthe terms of the trust agreement to one or more financial organizations appointed in accordance with this Subtitle, (ii)the trust agreement provides that such trustee shall manage and control the assets of the plan at the direction of the board or deferred compensation committee or at the direction of one or more financial organizations appointed by the board or deferred compensation committee for this purpose, or(iii)the assets of the plan are to be allocated among the investment options available under the plan in accordance with the investment directions of plan participants, which investment directions may be communicated to the trustee by an administrative service agency appointed by the board or deferred compensation committee for this purpose; (4) to the extent that the trustee performs the duties under this Subtitle of an administrative service agency, such agreement meets all of the requirements under this Subtitle applicable to contracts with administrative service agencies; (5) to the extent that the trustee performs the duties under this Subtitle of a financial organization, such agreement meets all of the requirements under this Subtitle applicable to contracts with financial organizations; and (6) such agreement satisfies the other applicable requirements of this Subtitle and any other applicable law. 9002.2 Documents to be filed. (a) Each local employer adopting the model plan or another plan shall file,prior to the acceptance of any deferrals under such plan, with the president for acknowledgment: (1) a completed copy of the plan supplying all relevant information, including without limitation the information which is bracketed in the model plan; (2) an executed copy of the trust agreement entered into with each trustee; (3) a certification signed by its chief executive officer and chief legal officer stating (i)that the local employer is aware that there are three options for adopting a plan as described in section 9001.2(a) of this Subtitle, that the local employer has made an informed choice in determining to adopt the plan and that the local employer understands the ongoing responsibilities it is undertaking, including without limitation pursuant to this Subtitle, section 457 of the Internal Revenue Code and the plan, by adopting the plan; (ii)that the local employer's plan and trust agreement meet the requirements of section 457 of the Internal Revenue Code and of all other applicable State and local laws including this Subtitle; and(iii)that all required approvals of any local governing body or officer have been issued; provided, however, that in executing any such certification with respect to the adoption or amendment of the model plan, the chief executive officer and chief legal officer may rely on any ruling or determination issued by the Internal Revenue Service in respect of the model plan or any amendment to the model plan promulgated by the board; (4) the name of each trustee, independent consultant, financial organization, firm of certified public accountants and administrative service agency which has been selected to provide services in respect of the plan and a certification signed by its chief executive officer and chief legal officer stating that each such trustee, independent consultant, financial organization, firm of certified public accountants and administrative service agency has been duly selected to provide services in accordance with the provisions of this Subtitle; (5) evidence that bonds and insurance have been secured pursuant to the provisions of this Subtitle; and (6) except to the extent that fiduciary acknowledgment is not required under section 9003.6 of this Subtitle, evidence that each trustee, independent consultant, administrative service agency and financial organization selected by the deferred compensation committee will act as a fiduciary under section 457(g) of the Internal Revenue Code and under State and common trust law principles with respect to all trusteeship, administrative or investment matters for which it has assumed responsibility and the plan will be indemnified as a result of any cause of action brought against it as a result of acts or omissions of the trustee, independent consultant, administrative service agency or financial organization together with the reasonable costs of litigation arising therefrom. (b) No deferral may be accepted under any plan until the board has been furnished with a written acknowledgment by the president that all of the documents and materials required by subdivision (a) and, to the extent applicable, subdivision (d) of this section 9002.2 have been received. (c) No amendment may be made to a model plan other than an authorized amendment promulgated by the Board; provided, however,that notwithstanding any other provision hereof, the requirements of the preceding sentence shall be effective as of January 1, 1997 and shall not affect the validity of any amendment to a model plan which was duly adopted in accordance with the then-effective requirements of this section 9002.2 prior to January 1, 1997. Any amendment to a model plan made by the local employer which maintains such model plan shall require the same proof and procedures contained in. subdivisions (a) and (b)of this section. Where one or more of the documents and materials required by subdivision(a)of this section contains identical information as submitted on the most recent filing of such documents and materials, a local employer that has adopted an amendment authorized by the Board may submit an affidavit, on a form provided by the Board, attesting that the documents and materials required by subdivision(a) of this section have not changed since the local government last submitted such documents and materials. In the event that one or more of the documents or materials required by subdivision (a) of this section has changed, such documents and materials are required to be submitted at the same time the affidavit is submitted to the president. (d) Each local employer adopting or amending a plan other than the model plan or amending the model plan in a manner other than authorized by the board shall file, prior to the acceptance of any deferrals under such plan,with the president for acknowledgment(i) a ruling or determination issued by the Internal Revenue Service stating that such plan or form of plan meets the requirements of section 457 of the Internal Revenue Code applicable to eligible deferred compensation plans or(ii) an opinion of legal counsel that such plan meets the requirements of section 457 of the Internal Revenue Code applicable to eligible deferred compensation plans. PART 9003 SELECTION OF AND AGREEMENTS WITH TRUSTEES, INDEPENDENT CONSULTANTS, ADMINISTRATIVE SERVICE AGENCIES, FINANCIAL ORGANIZATIONS AND CERTIFIED PUBLIC ACCOUNTANTS (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9003.1 Contracts or agreements 9003.5 Miscellaneous requirements 9003.2 Competitive proposals 9003.6 Acknowledgment 9003.3 Criteria for selection 9003.7 Precluded investments 9003.4 Provision of diverse investments 9003.8 Transfer of assets Section 9003.1 Contracts or agreements. (a) The contracts or agreements effecting the appointment of any trustee, independent consultant, administrative service agency, financial organization or firm of certified public accountants to provide services in respect of a plan shall be awarded pursuant to the procedures set forth in this Part 9003 and shall comply with the requirements of this Subtitle. Contracts or agreements with administrative service agencies shall not be required in whole or in part if an appointed trustee or financial organization, in the opinion of the board or of the deferred compensation committee, as applicable, is able to perform all or a portion of the required services as effectively. Contracts or agreements with independent consultants shall not be required in whole or in part if, in the opinion of the board or of the deferred compensation committee, as applicable, such board or deferred compensation committee is able to effectively make decisions with respect to the investment of plan assets, the allocation of plan assets among financial organizations and the selection of financial organizations to invest the assets of a plan without the advice of a consultant. Upon the expiration or termination of any contract or agreement entered into in accordance with this Subtitle, the board or deferred compensation committee, as applicable, shall follow the procedures set forth in this Part 9003 in awarding new contracts and entering into new agreements. Unless they are entered into in accordance with the procedures set forth in this Part 9003 and are in all other respects in substantial compliance with the requirements of this Subtitle, all contracts or agreements entered into in respect of a plan shall be null and void and new competitive proposals shall be submitted pursuant to the procedures set forth in this Part 9003. Notwithstanding the previous sentence, no trustee who is the only trustee of a plan shall be forced to resign the position of trustee solely by operation of this section 9003.1 prior to the time such person's successor as trustee has been duly qualified and appointed. (b)Notwithstanding section 9003.1(a) of this Subtitle, a deferred compensation committee may contract with a firm of certified public accountants selected as a result of a competitive proposal undertaken by the local employer that expressly included in the scope of services an audit of the deferred compensation plan sponsored by the local government to be conducted in compliance with section 9005.1 of this Subtitle. The competitive request for proposals must be in general compliance with section 9003.2 of this Subtitle, except for the requirement of notice in the State Register. The deferred compensation committee must adhere to the criteria contained in section 9003.3 of this Subtitle in the selection of such auditor made pursuant to this paragraph (b). A firm of certified public accountants selected by a deferred compensation committee pursuant to this paragraph (b) shall be subject to the provisions of section 9003.5 of this Subtitle. The firm of certified public accountants may be the same firm that is under contract with the local employer for other auditing services of the local employer. (c)Notwithstanding section 9003.1(a) of this Subtitle, the board or a deferred compensation committee may contract with a financial organization for the purposes of investing a portion of the assets of a plan selected as a result a search conducted by the independent consultant to the board or deferred compensation committee of financial organizations that provide such services. The board or deferred compensation committee shall provide direction to the independent consultant, in writing, designating the generally recognized investment classification and sub-classification that the independent consultant is to make a recommendation to the board or deferred compensation committee after the conduct of a search of qualified financial organizations and the number of financial organizations that is to be recommended, which number shall not be less than three. The independent consultant must adhere to the criteria contained in section 9003.3 of this Subtitle prior to recommending any financial organization to the Board or deferred compensation committee. The independent consultant must recommend at least the number of financial organizations requested by the board or deferred compensation committee in each generally accepted investment classification and sub- classification and a detailed analysis of each financial organization being recommended, including a comparison of such recommended financial organization to the appropriate and generally recognized benchmarks for such investment classification and sub-classification. The board or deferred compensation committee may select one or more financial organizations for the purposes of investing a portion of the assets of a plan from the recommendation of the independent consultant. The provisions of this Section 9003.1(c) apply to the board and any deferred compensation committee that enters into contracts with financial organizations separately from any other contracts or agreements effecting the appointment of any trustee, independent consultant, administrative service agency, or firm of certified public accountants to provide services in respect of a plan. (added June 18,2008) 9003.2 Competitive proposals. All contracts and agreements in respect of a plan shall be awarded only after receiving competitive proposals;provided, however, that no competitive proposal or bidding shall be necessary for the board or a deferred compensation committee to serve as the trustee of a plan under its authority or with respect to financial organizations selected pursuant to Section 9003.1(c). The board or deferred compensation committee, as applicable, shall cause to be published an announcement requesting competitive proposals. Such announcement shall be published in the State Register and in the official newspaper or newspapers, if any, or otherwise in an appropriate newspaper designated for such purposes, at least 90 days prior to the date on which the contract or agreement will be awarded, and shall request proposals within a specified time period from the date of publication. (amended June 18, 2008) 9003.3 Criteria for selection. (a) In reviewing competitive proposals and selecting a trustee, independent consultant, financial organization, administrative service agency or a firm of certified public accountants, the board or deferred compensation committee, as applicable, shall act with the care, skill,prudence and diligence under the circumstances then prevailing that a prudent man or woman acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the board or deferred compensation committee, as applicable, may reasonably rely on the evaluation of such competitive proposals made by its properly selected independent consultants in any case other than their own selection. The board or deferred compensation committee, as applicable, shall consider, as applicable, in selecting a trustee, independent consultant, financial organization, administrative service agency or firm of certified public accountants among other items, the following: (1) the stability of the independent consultant, administrative service agency, firm of certified public accountants or financial organization as evidenced by its experience or investment record over a substantial period of time; (2) the ability of the trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization to meet its contractual obligations, provide the services set forth in the proposals, and to comply with the reporting requirements to the board or deferred compensation committee, as applicable, and participants, and with all requirements of the plan, section 457 of the Internal Revenue Code and this Subtitle; (3) the variety and types of investment products offered by the financial organization, and the ability to transfer among such products offered by a different financial organization with which the board or deferred compensation committee may have a contract; (4) the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's experience with plans that meet the requirements for qualification under the Internal Revenue Code, eligible deferred compensation plans under section 457 of the Internal Revenue Code, individual retirement accounts,tax-sheltered annuities under section 403(b) of the Internal Revenue Code, and the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's familiarity with public pension systems and the fiduciary obligations of administrators, investment managers and trustees under the Employee Retirement Income Security Act of 1974 and similar federal or State statutes; (5) whether the trustee, investment, consulting, auditing or administrative products and services described in the proposal are of the highest quality and soundness in all respects; (6) the overall cost efficiency of the proposal; and (7) the overall quality and scope of the services to be provided to plan participants under the trustee's, independent consultant's, administrative service agency's, firm of certified public accountants' or financial organization's proposal. All proposals shall be in writing, contain a representation that the proposal complies with all requirements of this Subtitle and clearly indicate all direct fees, indirect fees and charges. All brokerage fees and related charges shall be negotiated so that the best competitive rate under the circumstances is obtained. • (b) Each proposal submitted under this Part 9003 shall fully disclose any sponsorship or similar arrangement. Such arrangements shall be precluded unless it can be demonstrated by clear and convincing evidence that the arrangement is cost effective. (c) Before a contract or agreement between a deferred compensation committee and a trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization may become effective, the deferred compensation committee must submit in writing to the president the name of such selected trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization and a certification signed by its chief executive officer and chief legal officer stating that each such trustee, independent consultant, administrative service agency, firm of certified public accountants or financial organization has been duly selected to provide services in accordance with the provisions of this Subtitle. 9003.4 Provision of diverse investments. The board and each deferred compensation committee shall appoint,with respect to the plan under their control, in accordance with the requirements of this Subtitle, one or more financial organizations such that amounts held under the plan may be at all times invested in one or more of a broad range of investment alternatives, including without limitation a diverse selection of fixed income and equity investments. 9003.5 Miscellaneous requirements. (a) All contracts and agreements entered into with a trustee, an independent consultant, a financial organization, a firm of certified public accountants or an administrative service agency shall be in writing, shall be awarded on the basis of a competitive bid conducted or a search conducted in accordance with Section 9003.1(c) in respect of the specific contract or agreement in accordance with this Part 9003, shall not exceed five years in duration, and shall impose no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement. Where the board or a deferred compensation committee enters into a contract or agreement with a trustee, a financial organization or organizations, and an administrative service agency and such trustee, financial organization or organizations and administrative service agency is selected by the board or deferred compensation committee independently from each other service, such contracts or agreements shall not exceed ten years in duration. Notwithstanding the previous sentence, no trustee who is the only trustee of a plan shall be forced to resign the position of trustee solely by operation of this section 9003.5(a)prior to the time such person's successor as trustee has been duly qualified and appointed. (amended June 18, 2008) (b) Notwithstanding Section 9003.5(a), when the board or a deferred compensation committee deems it to be in the best interest of the plan, the board or any deferred compensation committee may extend, in writing, by vote duly taken, any contract or agreement entered into with a trustee, an independent consultant, a financial organization, a firm of certified public accountants or an administrative service agency for a duration not to exceed two consecutive one-year periods and with the consent of such party;provided,however, that any such one-year extension shall be implemented only upon (1) the expiration of the initial term of such contract or agreement in the case of the first one-year extension, or(2)the expiration of the first one-year extension in the case of the second one-year extension. In the event that the board or a deferred compensation committee implements such an extension, the board or the deferred compensation committee shall describe in writing the reasons for its determination that the extension is in the best interest of the plan. (c) Neither the Board nor any deferred compensation committee may permit, nor enter into an agreement that permits, a trustee, financial organization, independent consultant, administrative service agency or any other person to select one or more other trustees, administrative service agencies, firms of certified public accountants, independent consultants, or financial organizations to provide services in respect of a plan. Notwithstanding the previous sentence, this section 9003.5(c) shall not prohibit the Board or any deferred compensation committee from entering into an agreement with (1) a financial organization selected and retained by the Board or a deferred compensation committee, as applicable, in accordance with this Subtitle,that provides for self-directed investment services through a mutual fund or brokerage "window" arrangement sponsored by such financial organization with respect to a plan,provided that such self-directed investment services shall not be the sole investment alternative provided under a plan and that the Board and the deferred compensation committee shall establish clear guidelines regarding participants' access to, and level of participation in, such self-directed investment services (2) a financial organization selected and retained by the Board or a deferred compensation committee, as applicable, in accordance with this Subtitle, to manage the stable income fund of such plan which authorizes such financial organization to engage in one or more of the following fund management activities with respect to the assets of a stable income fund: (i) the investment of the assets of the stable income fund in one or more guaranteed investment contracts, provided, however, that such guaranteed investment contract shall not exceed five years in duration; (ii) the purchase of one or more wrap contracts with respect to the assets of the stable income fund; or, (iii) the periodic allocation of the assets of the stable income fund between or among two or more other financial organizations selected and retained by the Board or deferred compensation committee, as applicable, in accordance with this Subtitle, provided that, in each case, (i) the written agreement between the Board or deferred compensation committee, as applicable, and the financial organization, expressly authorizes the applicable fund management activities and states that the financial organization is a fiduciary to the plan with respect to the fund management activities so authorized; (ii) any such fund management activity is undertaken by the financial organization in accordance with reasonable practices of the financial organization applicable to its clients generally, and the financial organization receives no fee or other consideration from any person (other than the plan)related to such fund management activity; (iii) the guaranteed investment contract or wrap contract, as applicable, imposes no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement; (iv) the trustee of the plan continues to be the owner on behalf of the plan of all of the assets of the stable income fund; and, (v) any such fund management activity complies with the criteria for selection and reporting of section 9003.3 of this Subtitle and the then effective investment policies and guidelines of the Board or deferred compensation committee, as applicable, related to the stable income fund. A financial organization engaged in the management activities described in paragraph(2) of this section 9003.5(c) shall do so in accordance with the procedures of this paragraph(2) and with other provisions of this Subtitle to the extent such other provisions are incorporated into this paragraph (2). 9003.6 Acknowledgment. Except as otherwise provided in this section 9003.6, each trustee, independent consultant, administrative service agency and financial organization so appointed shall acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility with respect to a plan. Notwithstanding the foregoing, no such fiduciary acknowledgment shall be required pursuant to this section 9003.6 from a financial organization (i) which issues a guaranteed investment contract, or (ii)which is the manager of an open-ended investment company registered under the Investment Company Act of 1940, as now in effect or as hereinafter amended, solely by reason of the investment, upon the specific direction of a trustee, another financial organization, the Board, a deferred compensation committee or an administrative service agency acting in accordance with the terms of the plan to implement the investment directions of one or more participants, of amounts held under the plan in shares of such open-ended investment company. 9003.7 Precluded investments. No contract or agreement entered into with a financial organization may provide for the investment of any amounts under a plan in any annuity contract providing for a term which could exceed five years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. 9003.8 Transfer of assets. All amounts deferred under a plan, together with all necessary investment instructions, shall be paid by the State or local employer as promptly as possible, but in no event later than two business days from the applicable payroll date, to an appointed trustee which shall then pay such amounts as promptly as possible, but in no event later than one business day following receipt thereof by such trustee, to one or more appointed financial organizations for investment, and upon receipt thereof by each such financial organization shall, if not otherwise invested, be transferred to an interest-bearing account to hold such amounts in cash or cash equivalent investments within one business day, where such amounts may remain until the financial organization receives all necessary investment instructions or otherwise determines it prudent to transfer such amounts to another investment fund. PART 9004 SOLICITATION AND EDUCATION (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. 9004.1 Provisions Section 9004.1 Provisions. No trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency nor any of their agents shall use information obtained by reason of its appointment in respect of a plan as a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency to solicit or otherwise induce any person to invest in, purchase, utilize or act in any other manner regarding any products or services made available by such trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency. Educational materials designed to acquaint employees with the benefits of such plan may be provided by a financial organization or administrative service agency upon prior approval by the Board or deferred compensation committee, as applicable. All information obtained in connection with any services performed or proposed to be performed in respect of a plan shall be confidential and used exclusively for purposes relating to such plan and expressly contemplated by an agreement entered into with the Board or deferred compensation committee, as applicable, in accordance with the requirements of this Subtitle. Neither the Board nor any deferred compensation committee shall enter into any agreement in respect of a plan with a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency which permits the use of any information obtained by reason of appointment as a trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency to solicit or otherwise induce any person to invest in,purchase, utilize or act in any other manner regarding any products or services made available by such trustee, independent consultant, financial organization, firm of certified public accountants or administrative service agency for any purpose not directly related to the administration of the plan and the investment of plan assets in accordance with the requirements of this Subtitle. PART 9005 AUDITING,BONDING AND INSURANCE (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9005.1 Financial Statements,Auditing and Agreed Upon Procedures 9005.3 Statements 9005.2 Authority of board and committee 9005.4 Bonding and insurance Section 9005.1 Financial Statements,Auditing and Agreed-Upon Procedures Reports. The board, with respect to the State plan, and the deferred compensation committee, with respect to any other plan, shall be responsible for causing such plan to be in compliance with this Section 9005 for each plan year. (a) Subject to paragraph(c) of this Section 9005.1, a plan shall be subject to this paragraph (a) for a plan year if the plan has fewer than 100 participants as of the last day of the plan year. If a plan is subject to this paragraph (a) for a plan year,the deferred compensation committee shall: (1) prepare, or cause to be prepared, for the plan year an unaudited financial statement of the net assets available for benefits and the related statements of changes in net assets available for benefits for the plan year-end; and (2) engage, or cause to be engaged, in accordance with the requirements of Part 9003 of this Subtitle, a certified public accountant to conduct a review of the plan's activities during the plan year and to produce an agreed-upon procedures report for the plan year, which report shall specify the procedures and the results of the procedures by such firm of certified public accountants in the review of each of the following items (and any other additional items as may be required by the deferred compensation committee for the plan): (i) whether participant account balances, by investment option and in the aggregate as of the plan-year end, as reported by the administrative service agency for the plan, agree to the value of the assets held by the trustee of the plan by investment option and in the aggregate as of plan-year end; (ii) whether participant deferrals reported by the plan sponsor, by individual participant and in the aggregate, for the plan year agree with the deferrals received by the trustee of the plan for the plan year; (iii) whether participant deferrals for the plan year were properly authorized and accurately remitted to the trustee of the plan in accordance with the timing and other requirements of the plan document(or industry practice if no direction is provided in the plan document); (iv) whether the plan properly and separately accounted for pre-tax and, if applicable, designated Roth contributions deferred or contributed for the plan year; (v) whether maximum contribution limitations and minimum required distribution requirements were properly implemented for the plan year; (vi) whether participant requests for lump sum and installment benefit distributions for the plan year were properly authorized and processed in accordance with the plan document and contractual provisions (or industry practice, if no direction is provided in the plan document or applicable contracts); (vii) whether participant requests for unforeseeable emergency withdrawals during the plan year were processed according to written procedures, properly authorized and properly documented; (viii) whether participant requests for plan loans during the plan year were processed according to written procedures and were properly authorized and documented; (ix) whether participant requests for deferral amount changes and asset allocation changes for the plan year were processed accurately and in a timely manner in accordance with the plan document and applicable contract provisions (or industry practice, if no direction is provided in the plan document or applicable contracts); (x) whether all plan-level and participant-level fees for the plan year were disclosed to participants,were allocated in accordance with written procedures and on a uniform basis andwere assessed solely to support operations of the plan; and (xi) whether, for the plan year, employees who were eligible during that plan year to elect to participate in the plan were provided with written notification of the plan and enrollment opportunities. (3) The specific procedures and methods applied to each item covered by paragraph(a)(2) of this Section 9005.1 shall be determined in the professional judgment of the certified public accountant in accordance with generally accepted industry standards in conjunction with the deferred compensation committee for the plan prior to the firm's performance of the agreed-upon procedures on the plan. (b) A plan shall be subject to this paragraph (b) for a plan year if it is the State plan or, subject to paragraph(c) of this Section 9005.1, if the plan has 100 or more participants as of the last day of the plan year. If a plan is subject to this paragraph (b)for a plan year, the board or deferred compensation committee, as applicable, shall: (1) prepare, or cause to be prepared, a financial statement of the net assets available for benefits and the related statements of changes in net assets available for benefits for the plan year-end, which statements shall be prepared in accordance with Governmental Accounting Standards Board Statement 32, "Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans", or any successor statement thereto; and (2) engage, or cause to be engaged, in accordance with the requirements of Part 9003 of this Subtitle, a certified public accountant to conduct an audit of the financial statements described in paragraph (b)(1) of this Section 9005.1 in accordance with auditing standards generally accepted in the United States of America. (c) The following rules shall apply to plans that would otherwise become subject to paragraph (a) or(b) of this Section 9005.1 (or cease to be subject to paragraph (a) or(b) of this Section 9005.1) from one plan year to the next succeeding plan year as a result of an increase or decrease in the number of participants in the plan. (1) A plan that(i) was subject to paragraph (a) of this Section 9005.1 for a prior plan year and that has complied with the requirements set forth in paragraph (a) above for that plan year and (ii) becomes subject to paragraph (b) of this Section 9005.1 for the current plan year by virtue of having 100 or more participants as of the last day of the current year, may elect to comply with the provisions of paragraph(a) of this Section 9005.1 for such current plan year, and, if such election is made, shall not be subject to the requirements of paragraph (b) of this Section 9005.1 for the current year. (2) A plan that(i)was subject to paragraph (b) of this Section 9005.1 for a prior plan year and (ii) would be subject, but for the operation of this paragraph (c)(2), to paragraph(a) of this Section 9005.1 for the current plan year by virtue of having fewer than 100 participants as of the last day of the current plan year, shall be required to continue to comply with the provisions of paragraph (b) of this Section 9005.1 for such current plan year and shall not become eligible to utilize the procedures in paragraph (a) of this Section 9005.1. (3) Example: Plan X has 90 participants as of the last day of Plan Year 1, and accordingly,the deferred compensation committee of Plan X causes the plan to comply with the financial statement and agreed-upon procedures requirements described in paragraph (a) of this Section 9005.1 with respect to Plan Year 1. On the last day of Plan Year 2 , Plan X has 110 participants. Plan X may elect to continue to comply with the provisions of paragraph (a) of this Section 9005.1 and will not be subject to the audit requirements of paragraph (b) for Plan Year 2. (4) Example. Plan Y has 110 participants as of the last day of Plan Year 1, and accordingly, the deferred compensation committee of Plan Y causes the plan to comply with the financial statement and audit requirements described in paragraph (b) of this Section 9005.1 with respect to Plan Year 1. On the last day of Plan Year 2, Plan Y has 90 participants. Plan Y must continue to comply with the provisions of paragraph (b) of this Section 9005.1 and will not be permitted to rely on the agreed-upon procedures provisions of paragraph (a) of this Section 9005.1 for Plan Year 2. (d) The deferred compensation committee for a plan subject to paragraph(a) of this Section 9005.1 for a given plan year may elect to comply with the requirements of paragraph(b) of this Section 9005.1 for such plan year. (e) For purposes of this Section 9005.1, "participant" means any person who, as of the last day of a plan year, has an account balance under the plan that is greater than zero. (f) The agreed-upon procedures requirement described in paragraph(a)(2)of this Section 9005.1 and the audit requirement described in paragraph (b)(2)of this Section 9005.1 shall be completed by no later than 6 months following the end of the plan year to which such agreed-upon procedures or audit relates. Provided, however, for a plan year that ended on or after December 31, 2010 and before December 31, 2011, the agreed-upon procedures or audit relating to such plan year shall be completed by no later than 12 months following the end of such plan year. (g) The board or deferred compensation committee, as applicable, for a plan shall adopt and communicate to plan participants written procedures whereby a plan participant may request in writing or electronically to receive the financial statements and agreed-upon procedures report described in paragraph(a)(2)of this Section 9005.1 and the audited financial statements and accompanying auditors report described in paragraph(b)(2) of this Section 9005.1 at no cost to the participant other than a reasonable charge for copying and postage. The board or deferred compensation committee, as applicable,will be deemed to have satisfied the requirements of this paragraph(g) if participants (i)are able to obtain the applicable reports and financial statements for the plan or(ii) are directed to a web site associated with the plan or the State or local employer sponsor of the plan that contains such information in a readily readable and downloadable format. (h) The board or deferred compensation committee, as applicable, shall file with the president a complete and accurate copy of the financial statements and agreed-upon procedures report described in paragraph (a)(2)of this Section 9005.1 or the audited financial statements and accompanying auditors report described in paragraph (b)(2)of this Section 9005.1 promptly following delivery of such statements and reports to the board or deferred compensation committee, as applicable. (i) The provisions of this Section 9005.1 shall be in effect for each plan year of a plan ending on or after December 31, 2010. (added June 15, 2011) 9005.2 Authority of board and committee. The board and each deferred compensation committee shall receive reports from its agents and appointed trustees, independent consultants, administrative service agencies and financial organizations, and shall promptly terminate or amend such agency, arrangement, agreement or contract with such trustee, independent consultant, administrative service agency or financial organization if its obligations under this Subtitle or otherwise so require. To the extent necessary to comply with this section 9005.2 or section 9006.1,the board or deferred compensation committee, as applicable, shall have the authority to serve as a temporary or interim trustee until a successor trustee is appointed in accordance with this Subtitle. 9005.3 Statements. Each participant in a plan shall be furnished with a statement at least quarterly from the trustee or administrative service agency. Such statement shall indicate the balance of his or her account under the plan, the participant's interest in each investment option under the plan and any other data which the board or deferred compensation committee, as applicable, shall determine to be relevant. Each participant in a plan shall be furnished with clear and complete written disclosure no less frequently than annually(i) of all fees and expenses paid out of or charged against any assets of the plan, including all fees and expenses netted against any investment return on amounts held under the plan and (ii) of the allocation of all such fees and expenses to and among participants' accounts under the plan. 9005.4 Bonding and insurance. (a) Each person appointed in accordance with this Subtitle or outside agent which handles, holds, invests, maintains custody of or directs disbursement of funds or serves as a trustee shall be bonded with a customary or usual bond, obtained from an organization duly authorized and licensed to provide such bond in the State of New York, to protect against any loss resulting from fraud or dishonesty by such person or the employees, officers and agents thereof. (b) The amount of the bond shall not be less than the lesser of: (1) 100 percent of the amount under the plan managed or administered or held by such person; or (2) $25 million; provided, however, that the board or deferred compensation committee, as applicable, may, in its discretion, require a bond in a greater amount if the board or deferred compensation committee determines that such greater amount is necessary or advisable to adequately protect the plan from any loss resulting from fraud or dishonesty by such person. The cost of any such bond for a trustee who is a member of the board or deferred compensation committee shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. (c) Each trustee, independent consultant, administrative service agency and financial organization appointed in accordance with this Subtitle shall provide appropriate evidence of adequate insurance, and the cost of any such insurance for a trustee who is a member of the board or deferred compensation committee, as applicable, shall be treated as a reasonable and necessary expense of administering the plan and may be paid from the assets of the plan. PART 9006 COMPLIANCE (Statutory authority: State Finance Law, § 5; L. 1982, ch. 547) Sec. Sec. 9006.1 Authority of board 9006.3 Exemptions 9006.2 Documentary provisions Section 9006.1 Authority of board. Upon notice that any plan or any contract or agreement or other arrangement entered into in respect of a plan does not substantially comply with this Subtitle or any other applicable federal, State or local law, or that a local employer is not ensuring substantial compliance with its plan, the board may investigate, hold hearings and take such action as it deems warranted or appropriate, including but not limited to termination of the plan, contract, agreement or other arrangement. 9006.2 Documentary provisions. Every contract or agreement entered into by the board or a deferred compensation committee in respect of a plan shall contain a provision that the agreement or contract is subject to the plan and to this Subtitle, and that such plan and this Subtitle are made a part thereof. 9006.3 Exemptions. In exceptional circumstances, and where the board deems it to be in the best interest of the plan,the board in its sole discretion may grant an exemption from the applicability of any of the rules and regulations set forth under this Subtitle;provided, however, that, any exemption granted hereunder must be in accordance with the requirements of the Internal Revenue Code, the plan and the board's fiduciary obligations. In the event that the board grants such an exemption, the board shall describe in writing the exceptional circumstances and explain the reasons for its determination that the exemption in is the best interests of the plan. All requests for such exemption must be submitted to the board in writing and contain a detailed explanation of the reasons why an exemption has been requested. NRN-0810NY-NY-0114 New York State Deferred Compensation Plan Administrative Service Agency 385 Jordan Road Troy, NY 12180 July 15, 2015 r Elizabeth A Neville,Town Clerk JUL 23 2r1 Town of Southold PO Box 1179 53095 Route 25 Southold, NY 11971-0959. Re: New York State Deferred Compensation Plan Dear Ms. Neville: As a New York State public employer,you have the option of adopting the New York State Deferred Compensation Plan and joining over 1,600 local public employers who have adopted the Plan. There is no employer cost to offer the New York State Deferred Compensation Plan. The only administrative activity is processing payroll contributions and forwarding instructions each pay period. We will take care of the rest; in fact,we have even created a dedicated Employer Hotline to better serve you. The New York State Deferred Compensation Plan offers several potential advantages: Quality Investments with Low Participant Fees With the buying power of over 207,000 participants and$16.2 billion in assets as of December 31, 2014 NYSDCP is able to offer low participation fees. The Plan provides twenty- three investments options covering the major asset classes,and ten retirement date funds. Target Maturity Funds are designed to provide diversification and asset allocation across several types of investments and asset classes,primarily by investing in underlying funds.Therefore, in addition to the expenses of the Target Maturity Funds,an investor is indirectly paying a proportionate share of the applicable fees and expenses of the underlying funds. Target Maturity Funds are designed for people who plan to withdrawal funds during or near a specific year.These funds use a strategy that reallocates equity exposure to a higher percentage of fixed investments over time. Loss of principal can occur at any time, including before, at or after the target date.There is no guarantee that target date funds will provide enough income for retirement. Remember, investing may be subject to market risk and there are no guarantees that your investment goals will be achieved. Multiple Points of Service Participants can obtain service the way that is most convenient for them. • Personal service is delivered by a local Account Executive through educational workshops and individual assistance.Your local Account Executive is Barbara Sce' Thomas feel free to contact your AE with any questions or concerns at: 1-800-422-8463 x 85-44388. • • The toll-free HELPLINE customer service team is staffed by licensed representatives available 8:00 a.m.-11:00 p.m. Mon.-Fri. and Saturday 9:00 a.m.-6:00 p.m. • The web site and interactive voice response system provide 24-hour access to complete transactions such as allocation of future deferrals,changes to your deferral rate and exchanges(transfers) between the Plan's investment options. • Online guidance and education is available on the website and through a link to MorningstarsM to gain assistance on investment allocation strategy, educational information in the learning station and utilize on-line calculators. • To assist you in reviewing the Plan,we have included several materials: Overview of the Plan;Sample Adoption Kit;Administrative Guidelines& Checklist. We have also included a sample enrollment kit to provide enrollment instruction, benefit details and investment information Adopting the Plan is easy, simply: 1. Submit two copies of a signed adoption resolution. (Sample enclosed) 2. Complete an Administrative Checklist(enclosed). 3. Mail to the Administrative Services Agency to: Patricia Samascott, New York State Deferred Compensation Plan,Administrative Service Agency, 385 Jordan Road, Troy, NY 12180 **Please contact Patricia directly if you have any questions or concerns about the adoption process at:518-203-9913 or 1-800-422-8463 x 39913 We welcome the opportunity to meet with you and your deferred compensation committee to review the benefits and services of the Plan. We appreciate the opportunity to be considered as your deferred compensation plan solution for you and your employees. Please let your Account Executive, Barbara or I know how we can be of further service to you at 1-800-422- 8463. Sincerely, „iff Patrick Ray Program Director New York State Deferred Compensation Plan cc: David Fischer, Executive Director, NYSDCP Barbara Sce',Account Executive, NYSDCP New York State Deferred Compensation Pla 385 Jordan Rd Troy, NY 12180 Account Executives are Registered Representatives of Nationwide Investment Services Corporation, Member FINRA NRM-7137NY-NY.6 e A Deferred Compensation Proposal for the Town of Southold • Town of Southold S- • Att_ : .,„, Sot. O hl 1°1,D :i75 "Request for Proposal" Section 457 Deferred Compensation Plan RFP Response New York State Deferred Compensation Plan July 23, 2015 e 7 A Deferred Compensation Proposal for the Town of Southold TABLE OF CONTENTS Submission of Proposals - Procedure�::.:..•.•.•.•.•..•...........•.:•.•.•.•.•.•.•...•.........•.•.•.•.•.•.•.•.•.•..:•. to DUE DATE FORM AND SUBSTANCE EVALUATION CRITERIA SELECTION PROCESS TERM OF CONTRACT SECTION I - Contractual Requirements .....................,................................ ..................................................... SPECIFICATIONS OF THE REGULATIONS SPECIFICATIONS OF THE MODEL PLAN SECTION II- Trustee Services•.................................................................. ................................................................. > REQUESTED INFORMATION SECTION III- Administrative Service A ►ency/Financial Organization• ................ COMPANY BACKGROUND SECTION IV- Services .......................................................................... .......................................................................... MARKETING AND ENROLLMENT SERVICES to ADMINISTRATIVE SERVICES RECORDKEEPING SYSTEM SECTION V- Investments ......................................................................... FUND OFFERINGS INVESTMENT FLEXIBILITY SECTION VI- Conversion Services •........................................................... EXPERIENCE v PROCESS Exhibits ...............................................................................EXHIBIT ............................................................................. INVESTMENT PERFORMANCE EXHIBIT B FEE SCHEDULE 2 A Deferred Compensation Proposal for the Town of Southold Procedures Governing Submission of Proposals The purpose of the proposed deferred compensation plan will be to provide eligible employees with a convenient way to provide for a long-term retirement program and to encourage broad-based participation of employees in the plan. We do not want to imply that any specified amount of contributions will be made, but we do want to assure that this additional benefit is recognized by all employees,that they have the opportunity to receive one-on-one counseling and voluntarily participate. The plan is intended to qualify as an "eligible deferred compensation plan" under Section 457 ("Section 457") of the Internal Revenue Code of 1986 ("Code"), as now in effect or hereinafter amended. To become an "eligible deferred compensation plan" in the State of New York, you must meet the requirements of the "Rules and Regulations" [Parts 9000 to 9006 of Subtitle II of Title 9 NYCRR ("Subtitle II")] (the "Regulations")promulgated by the New York State Deferred Compensation Board (the "Board")pursuant to the authority granted by the State Finance Law, § 5; L. 1982, ch. 547. This document constitutes a request from qualified Administrative Service Agencies and/or Financial Organizations relating to (1)trust service, (2) administration and/or(3) funding of an "eligible deferred compensation plan". If you are "qualified"according to the Regulations to administer, maintain records and accounts of plans and/or if you have appropriate trust services and/or products available for use as funding media and are interested in making those services and/or products available,you are requested to complete this invitation for proposal. Due Date To receive consideration, all proposals: ➢ Must submit seven (7)copies of the proposal by first-class or overnight delivery service to arrive no later than 4:30 p.m., on Thursday, July 23, 2015. Send to: Elizabeth A Neville,Town Clerk Town of Southold 53095 Route 25 PO Box 1179 Southold, NY 11971-0959 ➢ Must display the following identification on the outside lower left-hand corner: RESPONSE TO REQUEST FOR PROPOSAL DEFERRED COMPENSATION ENCLOSED 3 A Deferred Compensation Proposal for the Town of Southold Form and Substance Attached you will find: the "Rules and Regulations" (effective June 15, 2011),hereafter referred to as the "Regulations", and the Model Plan(amended and restated as of August 26, 2011)promulgated by the Board for which you are to rely on for responding to this invitation for proposal. Failure to conform to or satisfy any requirement of these documents will result in the immediate rejection of the proposal. > Must include a fully completed questionnaire,restating each statement or question in Section I through Section VI inclusive, and by recording your response directly below each statement or question. > Must respond to all questions in the "Contractual Requirements" section(Section I)and must conform to the specifications set forth in this Request for Proposal ("RFP"). If recordkeeping services are provided by a"person" (defined by Regulations)that is neither the parent nor subsidiary company of the Financial Organization,then separate and complete responses must be received by each company. > Must include a transmittal letter on the Company's official letterhead signed by an official of the Company who is authorized to commit the organization to perform the services outlined in the submitted proposal: you must indicate such commitment. The transmittal letter must contain a representation that the proposal complies with all requirements of the Regulations and the Model Plan. It is each bidder's responsibility to assure that proposals are shipped in a timely fashion so as to be received by the designated party on or before the due date. Proposals received after the specified date will not be considered. We accept no responsibility for lost and/or late delivery of proposals. By submitting a proposal,each bidder agrees not to make any claims for or have any right to damages because of any misunderstanding or misrepresentation of specifications,because of any misinformation or lack of information or because such bidder is not selected to provide the services proposed. Submission also indicates acceptance of the conditions contained in the Request for Proposal,unless clearly and specifically noted otherwise in the response. All costs for developing proposals are entirely the responsibility of the bidder. 4 A Deferred Compensation Proposal for the Town of Southold Evaluation Criteria In selecting, we will use criteria which comply with the requirements of the Regulations, including Section 9003.3(a-c)(1 through 7)of the Regulations. All qualified proposals, sought in conjunction with the requirements of Section 9003.2 of the Regulations, will be evaluated and awards made to the bidder or bidders whose bid is determined to be in the best interest of the plan participants. Selection Process Section 9001.2(b)of the Regulations, recognizes that we have appointed a committee to act on our behalf,to the extent permitted or required by the Regulations and by the Model Plan. Section 9003.3(c): before any contract or agreement entered into by the committee may become effective, the committee must submit in writing, to the President of the New York State Civil Service Commission("the President"),the name of such selected bidder(s) and a "certification" signed by the chief executive officer and chief legal officer stating that such bidder(s)has been duly selected to provide services in accordance with provisions of the Regulations. Contracts or agreements cannot be awarded before the expiration of ninety (90)days from date of our announcement publication in the State Register and local paper. Invitations may be made for oral presentations. Any award of a contract or agreement as a result of this invitation will be made by written notification. We reserve the right to reject any or all proposals or parts thereof. We reserve the right to establish a deferred compensation plan by any of the methods prescribed by Section 9001.2(a)of the Regulations. Term of Contract Pursuant to Section 9003.5(a) of the Regulations, we expect to enter into a written contractual arrangement(s) of up to five(5)years in duration. All contracts and agreements entered into shall impose no penalties or surrender charges for the transfer of assets or responsibilities on expiration of the contract or agreement. Upon the expiration or termination of any contract(s)or agreement(s),the committee shall follow procedures set forth in the Regulations in Part 9003 for awarding new contracts and entering into new agreements. 5 A Deferred Compensation Proposal for the Town of Southold SECTION I. CONTRACTUAL REQUIREMENTS "Agree"or "Disagree"must be indicated for each of the following specifications. The following specifications can be found in either the Regulations or the Model Plan,all of which should have been enclosed as attachments. Please include reasons for any rejection or disagreement of any specification and alternative options, if applicable. There should be neither elaboration nor qualification for"agree"unless otherwise requested. Specifications of the Regulations 1. Section 9000.2(b)(4)-As a Financial Organization authorized to do business(provide investment products)in New York State,you agree that your firm is one of the following: (a)a Registered Investment Advisor,(b)a Bank or(c)an Insurance Company qualified under the laws of more than one state. Agree If you are an Insurance Company acting through a subsidiary in New York State,then the Subsidiary Insurance Company must certify that it(the Subsidiary Insurance Company)is qualified to do business under the laws of more than one state. Agree 2. Section 9001.2(b)-We have appointed a deferred compensation committee to act on our behalf and you agree to interface with this committee. Additionally,we may decide to be the grantor of our own trust,then you also agree to interface with the trust and trustee: all funding contracts, of whatever nature, will be "issued to,owned and retained by the trustee". We agree to interface with your committee;the NYSDCP utilizes its own trustee. 3. Section 9001.4(a)through(d)-you agree to abide by all four(4)provisions. Agree 4. Section 9002.2(a)(5)-You will provide evidence that bonds and insurance have been secured by you pursuant to the Regulations. Agree 5. Section 9002.2(a)(6)- You will acknowledge in writing that you will act as a fiduciary under Section 457(g)of the Code and under State and common trust law principles with respect to all trusteeship, administrative,or investment matters for which you assume responsibility. Additionally,you agree to indemnify our Plan as a result of any cause of action brought against it as a result of acts or omissions together with the reasonable costs of litigation arising therefrom. Agree,the NYSDCP is the Fiduciary 6. Section 9003.3(a)-Your proposal shall be in writing and contain a representation that the proposal complies with all requirements of the Regulations and clearly indicate all direct fees,indirect fees and charges. Agree 6 A Deferred Compensation Proposal for the Town of Southold 7. Section 9003.5(a)-All contracts and/or agreements shall be in writing,shall be awarded on the basis of a competitive bid,and shall not exceed five(5)years in duration,and shall impose no penalties or surrender charges for the transfer of any asset(s)or responsibilities on expiration of the contract or agreement. Disagree,the NYSDCP does not require the Town to sign a contract.NYSDCP does not impose surrender charges or penalties if it decides to move back to a model plan. Town of Southold may adopt the NYSDCP by supplying a signed Board Resolution. In addition,the plan imposes no penalties or surrender charges. 8. Section 9003.5(c)-You will not permit any other Trustee,Administrative Service Agency,Financial Organization,independent consultant or person to provide services in respect to the Model Plan we have adopted. Agree,NYSDCP is the State Plan. 9. Section 9003.7-You will not permit an investment of any amount,in any annuity contract providing for a term which could exceed five(5)years or which is measured by one or more natural lives or any life insurance or other contract providing traditional death benefits. Agree 10. Section 9004.1 -All information obtained by your position will remain confidential and you will neither solicit nor provide products other than deferred compensation. Agree 11. Section 9005.3-Statements to participants will be provided at least quarterly,even in situations where no contributions are being made but funds are on deposit. You also agree to provide,at least annually, an additional statement to participants disclosing all fees and expenses paid out of or charged against plan assets. Agree 12. Section 9005.4-Agree to satisfy the bonding and insurance requirements of this Section and provide evidence of such. Agree 13. Section 9006.2- You agree to include in your contracts and agreements a provision that the contracts and agreements are subject to the Regulations and the Model Plan and that such Regulations and the Model Plan are made part thereof The NYSDCP is the State plan,all rules and regulations are created by the State Deferred Compensation Board. The Model Plan rules are created by the same Board and are modeled after the State Plan. Specifications of the Model Plan 1. Section 3.2(a)-The Model Plan requires a minimum deferral amount to be$260 for any plan year. Your proposal will state this minimum requirement wherever requested. Agree 2. Section 4.1 -You acknowledge that the amounts of compensation deferred by the participants will be invested,according to the participant's investment directions,no later than two(2) business days following receipt thereof,in the appropriate investment funds. Agree 7 A Deferred Compensation Proposal for the Town of Southold Section II. TRUSTEE SERVICES NOTE: You may ILE this section entirely if you are not a Financial Organization bidding to become Trustee. You do not need to copy any of the questions. Move to next applicable Section. Section 9002.1(a)of the Regulations states that assets must be held by one or more trustees pursuant to one or more trust agreements. Such agreements must satisfy all the requirements of Section 9002.1(b). Section 9002.1(b) also indicates who may be trustee. We reserve the right to create our own trust as provided by this Section 9002.1(b)but desire to explore the alternative of a Financial Organization acting as trustee. Please respond to each of the following statements if you desire to be considered as trustee. If any statement does not apply,please indicate so by responding: "Not Applicable". Requested Information A. The name of your firm,address,name of primary contact person and telephone number. New York State Deferred Compensation Plan Room 124 Empire State Plaza PO Box 2103 Albany,NY 12220 Nationwide Retirement Solutions, Inc Administrative Services Agency 10 W Nationwide Boulevard Columbus, OH 43215-2797 Patrick Ray,Program Director Barbara Sce',Account Executive New York State Deferred Compensation Plan New York State Deferred Compensation Plan 385 Jordan Road 385 Jordan Road Troy,NY 12180 Troy,NY 12180 1-800-422-8463 Option 4 Ext. 39919 1-800-422-8463 Option 4 Ext. 85-44388 B. Whether your firm has provided trust services to any New York State municipality for their Code Section 457(b)deferred compensation plan. List names of all such municipalities. The NYSDCP serves NY State and almost 1,600 local governmental entities in NY,including the following: Bay Shore Union Free School District Brookhaven-Comsewogue Union Free School District Commack Union Free School District Connequot Central School District East Islip School District Eastern Suffolk BOCES Half Hollow Hills Central School District Huntington Union Free School District Lindenhurst Union Free School District Middle Country Public Library Three Village Central School District Suffolk County Water Authority Town of Brookhaven Town of Islip Town of Shelter Island Town of Southampton Village of East Hampton Village of Southampton Western Suffolk BOCES Village of Westhampton Beach 8 A Deferred Compensation Proposal for the Town of Southold C. Description of trust services you would provide acting as a Financial Organization rendering only trust services. Please specify all fees,expenses,charges and costs for the trustee services. Please provide disclosure of any compensation structure. NYSDCP provide all trustee and administrative services for its participating employers. There are no separate fees associated with trustee services either to the employer or participant. D. If you are selected as the Financial Organization acting as our trustee and desire to additionally respond to performing the duties of an Administrative Service Agency,as described in Sections 9000.2(b)(1)and 9002.1(b)(4)of the Regulations,please indicate your intention here. Yes, NYSDCP intends to be the trustee and administrative services agency. If you respond affirmatively,then it will be necessary for you to complete the questions in Sections III and IV addressed to the Administrative Service Agency bidder. However,in addition to stating your intention to bid,it is requested that you indicate here the effect this will have on any fees, expenses,charges and costs as distinguished from those previously stated in this Section. There are no separate fees associated with trustee services either to the employer or participant. E. The trustee will also be requested to acknowledge in writing that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility as outlined in Section 9002.2(a)(6)and 9003.6 of the Regulations. Agree,NYSDCP is fiduciary. F. Referring to Section 9005.4 of the Regulations,describe the type of bond and its limits that you will be furnishing. Include"cost disclosure"if it is your intention for us to satisfy any part of this obligation. Bonding is provided by the NYS Deferred Compensation Board.Participating Employers are not required to maintain additional bonding. G. Do you intend to supply us with a sample trust agreement for our consideration? If so,do you attest that this agreement meets all of the requirements applicable to trusts as stated in Section 9002.1(b)of the Regulations and Section 457(g)of the Code. No,NYSDCP utilizes its own trust. The Town of Southold would not have a separate trust agreement. 9 A Deferred Compensation Proposal for the Town of Southold SECTION III. ADMINISTRATIVE SERVICE AGENCY/ FINANCIAL ORGINIZATION (Excluding Trustee) Please respond to each of the following statements if you desire to be considered as either the Administrative Service Agency and/or the Financial Organization. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Company Background A. The name of your firm,home office address,New York State address(if any),and the name (including title),address and phone number of your primary contact person whom we may contact about your proposal. Nationwide Retirement Solutions C/O NYS Deferred Compensation Plan PO BOX 182797 Columbus,OH 43218-2797 NYS Address NYS Deferred Compensation Plan 385 Jordan Rd Troy,NY 12180 Patrick Ray,Program Directory NYS Deferred Compensation Plan 385 Jordan Rd Troy,NY 12180 518-203-9919 B. Give a very brief description of your company and its history of participation in similar public employee Code Section 457(b)deferred compensation plans for state and local government employers. In New York State such plans first materialized in 1985,include your specific experience in similar plans in New York since that time. New York State Deferred Compensation plan is the 457b plan for all New York State Agencies as well as local municipalities who adopt the plan. The NYSDCP was first offered to participants in 1985. Since 1985, almost 1,600 local governmental entities have chosen to offer the NYSDCP. Almost 210,000 participants have over$18 billion invested in the NYSDCP. Nationwide Retirement Solutions has been the Administrative Services Agency since 2003. C. How many public employee elective deferral retirement plans and deferred compensation plans do you currently provide administrative services and/or investment products for? How many of these plans are New York plans? The NYSDCP serves almost 1,600 public employers in NY State. 10 • A Deferred Compensation Proposal for the Town of Southold D. In the past three(3)years has 1>_n/public employee Code Section 457(b)deferred compensation plan/program,regardless of geographic location,terminated vow (parent,subsidiary or affiliate) services either through the competitive bid process or for cause? If so,by whom and under what circumstances? No. E. List ten(10)client Code Section 457(b)deferred compensation plan references for which your organization provides services and/or investment products similar to those requested in this proposal. It would be preferable if five(5)of the references could represent different size clients(based on assets) from New York State,if possible. Please include contact person name,title,address and telephone number,number of participants and approximate size of plan assets and the number of years you have been providing services. Spreadsheet format preferred. Secretary to Town of Shelter Island Judy Meringer Supervisor 80 1/14/2011 4 (conversion) Town of East Hampton Jeanne Corraza Purchasing 305 6/20/2013 2 (conversion) Town of Southampton Donna Whitely Treasurer 493 11/9/2011 4(conversion) Village of East Hampton Larry Cantwell Supervisor 80 2/23/2005 10(conversion) Town of Islip Joyce Baumgarten Payroll 1000 9/28/2012 3 (conversion) Town of Riverhead Joan Mottern Payroll 300 3/12/1985 30 Town of Brookhaven Pat Cahill Payroll 725 3/29/1985 30 Village of Greenport Linda Topalian Payroll 40 2/26/1999 16 Village of North Haven Georgia Welsh Payroll 4 4/06/2010 5 Town of Smithtown MaryAnne Genzale Payroll 400 05/10/1985 30 Town of Babylon Patricia Cimieri Payroll 500 02/16/2005 30 F. What professional liability coverages are maintained by your company for errors and omissions or any other act? As record keeper and third party administrator for NYSDCP,NRS and their affiliated Broker Dealer, Nationwide Investment Services Corporation presently have fidelity bond coverage underwritten by The Fidelity and Deposit Company of Maryland with a$15 million single loss limit. NRS and their affiliated Broker Dealer,Nationwide Investment Services Corporation,maintain errors&omissions coverage underwritten by XL Specialty with a$10 million per claim limit. 11 A Deferred Compensation Proposal for the Town of Southold G. Financial Organization's should provide appropriate"ratings"from the following: A.M.Best, Standard&Poor's,Moody's,and Fitch(formerly Duff&Phelps). Has your rating in any of these agencies fallen below"A-"in the last three(3)years? If yes,give complete details. If,as a Financial Organization,you have no ratings by any of these agencies,please explain. The financial strength of NRS'ultimate parent company,Nationwide Mutual Insurance Company (NMIC), and of Nationwide Life Insurance Co. (NLIC),as product provider,are strong,as the ratings below reflect: Rank: Rank: Rank: 5th Strongest of 21 2nd Strongest of 16 5th Strongest of 22 Received: Received: Received: 03/10/09 01/01/72 12/22/08 Affirmed: Affirmed: Affirmed: 09/12/13 04/2/14 05/13/14 \ I -,11,, Ii r iii \ \( 1 \ ( 1 A ,I I;� _i Note:These ratings and rankings reflect Rating Agency assessment of the financial strength and claim paying ability of NMIC and of NLIC and are subject to change at any time. They are not intended to reflect the investment experience or financial strength of any variable account, which is subject to market risk. H. Provide any additional information that would distinguish your firm. The NYSDCP was first offered to public servants in NY State in 1985. From its inception,NYSDCP has partnered with local Governmental entities to assist their employees in saving for retirement. We feel that we distinguish ourselves by offering comprehensive service, unbiased educational guidance, and high quality, low cost investment options. We feel that this combination of great service and low cost will enable your employees to better provide for their financial futures.Nationwide Retirement Solutions took over as Administrative Services Agency in 2003. In that time period we have increase participation by Local Governmental Entities from 700 to almost 1,600. Participant accounts have grown from 153,000 to over 210,000. Assets of the plan have grown from just over$5 billion to over$18 billion. The growth of the plan has allowed the NYS Deferred Compensation Board to lower participant asset based fees 4 times in the last 6 years. The NYSDCP and Nationwide look forward to an opportunity to provide you with excellent results as well. 12 A Deferred Compensation Proposal for the Town of Southold SECTION IV. SERVICES Please respond to each of the following statements if you desire to be considered as the Administrative Service Agency. If you feel any statement does not apply, please indicate so by responding: "Not Applicable"and provide your reasoning. Marketing and Enrollment Services 1. Briefly describe the marketing and employee communication strategy which will be used with our plan. Indicate the use and capabilities of laptop computers,if utilized. NYSDCP currently has 17 licensed account executives that provide onsite workshops and individual appointments. Each representative is fully licensed and equipped with a laptop with wireless internes capability and account access capability for each participant. Barbara Sce' serves as the Account Executive for Suffolk County. Ms. Sce' along with Program Director Patrick Ray will work to service all participant accounts from new enrollees to seasoned investors. Current and future participants will have the chance to meet with an account executive on an ongoing basis through one on one meetings as well as group workshops. One-on-One, In-Person Meetings Ms. Sce'y will schedule meetings at routinely scheduled times at various locations throughout the Town Departments,to assist employees with: • Enrolling in the plan • Reviewing accounts • Creating retirement savings strategies • Assisting with payout options Individual Consultations To maximize the impact of our education efforts,we strongly encourage all participants to meet at least once per year with Ms. Sce'. During these meetings, Ms. Sce' is available to provide a one-on-one consultation tailored to your employees. Ms. Sce' is equipped with a laptop computer, wireless internes and printer to help assist participants where and when it is convenient for them. Laptop software capabilities provide access to information, assistance,transaction capability and account documentation to employees. Group Workshops In addition to the individual consultations, Ms. Sce' can offer a series of educational workshops designed to provide interactive learning. Developed through years of research on adult learning techniques,NRS has collaborated with NYSDCP to develop workshops that cover one or two points per 12-15 minute session. The Town with NYSDCP assistance may choose from a list of topics to offer, and can tailor the message to fit a specific departments audience and available presentation time. 13 A Deferred Compensation Proposal for the Town of Southold Workshop topics fall into three general categories: ENROLLING—Explaining the importance of saving for retirement, explaining the potential tax benefits and financial sense of participating in deferred compensation, explaining the ease of enrolling in your plan. Sample workshop topics: • Enrolling in the plan • Competing an Enrollment Form • Investment Option Basics SAVING—Encouraging continued investing and regular .. account reviews, explaining plan tools and resources, and sharing account management strategies that can help INVEST IN YOUR FUTURE increase participant asset growth through their working years. Sample workshop topics: with the New York State Deferred Compensation Plan • How to Use Asset Allocation • How to Manage Your Investment Risk ...._,.... is • How to Find Extra Dollars in Your Budget TRANSITIONING—Helping late-in-career participants transition into retirement, identifying retirement-income resources, and developing a holistic income plan designed to carry participants through retirement. Approaching retirement presentation package topics include: Asset Allocation 102 • Retirement Goals How Do You Use It? • Distributions Options • Catch-up 0. IEi.N 4.169 nIM!.Nu.Y Tv+15r. C Jo. .." x. EMCII.R4. D�Iw.�CwyJwwn Rr i 2. Briefly describe the types of marketing/promotional C' materials to be utilized. How will you work to develop a marketing program unique to our needs? COUNTDOWN TO RETIREMEN • For SNP*rwnrgYour Mal Years dSift NYSDCP utilizes branded print and email/marketing • New York State ' 1 promotional materials. Each item may be customized to Deferred co „ ,Plan specify employer specific locations,meeting descriptions and +Fla.Or raw haw times. RIMAM_IRIgrMY 44 , • A Deferred Compensation Proposal for the Town of Southold I I IINew York State Deferred Componeetlon Phu A Pisa he*ea.?Imre BECAUSE v_N YOU WANT TO _*1 L._ —=—=- SPOIL---=-- YOUR GRANDKIDS SOMEDAY NOT HAVE TO LIVE WITH THEM Learn more about building your future: Town of Southold Lunch&Learn Thursday.August 20.12-1 pm town ponoral info about deferred comp Sobers Sc.*-scebreetlemvidscont ,4 iiT•11 a rnond Irvv,r1c,.....,,,t ,rn.....ry e",.......r.0 P.,i 4 .••••<•••••,..0.r....1w . . . . . . .cr..I•••aJo.•••• I I A,.. ., ' ,,.,-..0;,.. ...0. .:;,i;',;:4' ., , . ,. . ••;, '',1400 4;:t.,:,:"S.,:, ''',.'c.::;44L.,,,: 4":6'''''''''''''''''''''''''V,''''',4 .-,,,,,,,,.7.?,,,,,,,,,,,,,,t1, .-.jf'.. ICA "ef'fit:;-, , ,.,, --,"re. '--- ' -ffrii::::, ) I All -— ,,,' ' ,Iliitil:: '• ' ' ' :'':' "11,:`,.41!,:;",:::':,''' #7.i:,''',''l'il-;-12,T. ..':.;:';','':44.0.$4+:4,;'''' ' '''.:,:?"7:5:4..,4: 'i.-:i,'i.'::,;,.:'. . "'""""'Y .:',': '' ':• 1 1 ' ''.'4,*,'.''''','''.*:'' ,(,:F ,:,.".;:t':',;:i) - ',',','.,„„f,..,,0.,'.;;;,;"„.,,•,o. 4,-"''P'''''t'e,,,''.",$.:,;....,.4iffir. ,,t'f.,,' i '''Arft',,ltAn'r', ° '.' - . , . .,. ,.• Ask questions,review your account oreheht Snug for Iberosient Week Thursday,Suptamber 241h 1,-4 pm Coeforeisce room I • Casio&wawa Sea b rapt:at w akonnalainwido.4 cm-ca. 11100422111111.1 OM lb 44310 iii=7 74......-..1.• r 15 A Deferred Compensation Proposal for the Town of Southold 3. Do you provide communications to participants on a regular basis,if so,please describe? NYSDCP will provide each participant with a quarterly statement and newsletter. Along with frequent website updates. 4. Will these services and materials be prepared and distributed at your cost? Yes 5. What educational materials will be provided to the Plan to maintain compliance? The NYSDCP Board has compliance responsibility 6. Briefly describe how you propose to conduct group enrollment meetings and ongoing educational sessions so that all interested employees have an opportunity to attend at a convenient time and location. How often are these type sessions proposed? Indicate the use and capabilities of laptop computers,if used. NYSDCP is staffed by 17 Account Executives who are spread out across the State in their geographic territories. Suffolk County is staffed by Account Executive Barbara Sce'. Barbara has been with the plan since 2008. During a transition from another 457b provider, the account executive team works together to schedule enrollment presentations at all building locations at multiple shifts as needed to ensure every employee is given a chance to hear about the new plan and its benefits for participants. Account Executives are equipped with laptops, internet access and PowerPoint projectors for this purpose. During almost all transitions,employer participation rates are generally increased. Ongoing employer visits are scheduled at multiple locations and shifts as needed to ensure participants and non enrolled employees are aware of the plan and its benefits. This would most likely be quarterly depending on the location's needs. Account Executives are equipped with wireless internet access to access participant accounts. 7. Please describe,in detail,your one-on-one counseling sessions.Your response should emphasize how you plan to satisfy "the individual one-on-one on demand availability"of your enrollment specialist especially at times and locations convenient to our employees. One on One Counseling sessions are generally 30 minute appointments to help participants enroll or complete an account review. These visits are preferably preplanned with the employer so notices can be distributed to all employees of their ability to meet with us.NYSDCP utilizes a print service for print on demand notices which can also be utilized as a pdf copy to be emailed to staff. Schedules are made based on need and the availability of meeting spaces and employees. This includes all shifts. 8. What educational services are provided for retirees? Retirees may utilize all services and guidance which is provided to active employees. In addition, online planning tools are available to assist planning. Account Executives are available for phone consultations for retired and active employees. This is particularly important for retirees who have left the area. 9. Describe your approach to asset allocation and diversification. NYSDCP utilizes the Ibbotson Asset Allocation Guide and Morningstar Retirement Manager to provide investment guidance. We also offer 10 T Rowe Price Retirement Date Funds as an alternative for participants.The NYSDCP provides investment choices in every major investment category and provides participants an additional choice of actively and passively managed investment options. 10. How do you follow-up with or contact employees that did not have an opportunity to attend a group session or with an employee subsequently hired after that meeting date? Your comments on the one-on-one availability of your enrollment specialists for this function are important. 16 • A Deferred Compensation Proposal for the Town of Southold NYSDCP Account Executives are available to speak at new employee orientation meetings and to provide enrollment materials for employers to give to new employees. Participants may call for one on one assistance at any time. Account Executives attempt to schedule one on one appointments in groups and announce these visits to all employees, primarily so all employees know they have the option of assistance. When that is not possible, individual one on one sessions are scheduled as needed. 11. Briefly describe your continuing education program,if any. NYSDCP and NRS are deeply committed to helping New York's public employees prepare for and live in retirement. That's why we feel so strongly about providing retirement education that underscores the importance of saving for tomorrow, now. It's also why our approach to education makes the most of every touch point, whether in-person, print, phone or web. Each type of education we provide is designed to stand on its own, or be integrated with others. Ongoing Communication and Education Programs Since 2003 NRS has partnered with NYSDCP to provide communication and education programs to New York's public sector employees. The NYSDCP programs have evolved into a targeted,detailed educational curriculum designed to benefit all plan participants regardless of their age, financial situation, or stage of life. This evolution is the result of extensive research. In late 2007 and into 2008,NRS conducted an evaluative primary research study with over 4,000 current participants and non-participants throughout the United States to identify groups of individuals by aspirations,demographics, income, education and other unique identifiers. The data from this study helped us define specific groups of employees known as segments. By understanding how each segment approaches financial decisions, we can get the right message to the right group and deliver more effective communication. This segmentation marketing overcomes traditional approaches that tend to occupy the middle ground between viewing all people as the same and viewing them as unique individuals. Segmentation goes beyond demographic data: It uncovers employee attitudes, beliefs and behaviors/use around products and services.NRS' goal was to better understand employees' attitudes and beliefs regarding retirement plans, saving for retirement and other financial concerns. In consultations with the NYSDCP WE'VE CREATED SOLUTIONS TO FIT DIFFERENT NEEDS Board,NRS continues to leverage its broad segmentation research findings in participant educational 1 materials for New York public Our messages are cons tet employees. Segmentation findings In-Person t riit compelling and to have been and will continue to be encour — rscoura�np your participants incorporated into NRS' marketing to prepare for retirement. campaigns for the County creating we reach your tents In, varying messages that resonate with ways that work for them: specific segments of your wot) Phone •Individual consultations employees, increasing the likelihood ,•Group workshops materials that they will take action. .Targeted mailings •Phone conversations Please refer to the Participant •Web tools and content Communications exhibit to view a 'r sample Enrollment booklet. 12.Do you attest that these Enrollment ore participant Anomer participant Services are provided only by a may value multiple may get everything forms of in-person she needs In Just properly licensed representative: communication. one place licensed to meet both Federal and New York State requirements? Yes. 17 A Deferred Compensation Proposal for the Town of Southold Administrative Services A. Services offered to the Plan Sponsor 1. Do you offer a dedicated toll-free Plan Sponsor line? Yes,we have a NYSDCP dedicated Plan Sponsor line. The representatives are in our Participant Help Line facility in Troy,NY. 2. How does your organization provide assistance with revisions to the New York State Model Plan Document? The NYSDCP is the State Plan. Future revisions are handled by the NYS Deferred Compensation Board on the Town of Southold's behalf. 3. Does your company provide loans to participants? Yes. 4. Do you offer a loan feature? If yes,please describe. Plan participants are able to borrow up to half of their account balance, up to a maximum of$50,000. Interest is Prime rate+ 1%(Currently 4.25%)and is credited to the participants account balance along with principal. Terms are 1-5 years for General Purpose loans, and as many as 15 years for a Primary residence loan. Loan payments are may be either mailed in on a monthly basis,or taken as a direct ACH draft from a checking or savings account, which is preferred. 5. Will your company withhold,remit and report income taxes deducted from distributions? Does this service include the production and distribution all income tax reports to all the necessary parties as required by federal and state laws? Yes,all tax documents are provided. 6. Specify all reports which will be issued to us,our participants and governmental agencies. Employers receive the following reports: Payroll Invoices-Detailing the amount each employee is deferring Employer Statements- These are sent upon request Excess Deferral Reports-These are sent quarterly and show employees that have the potential for deferring more than the allowed annual amount. Participating employees will receive the following: Quarterly statements- statements are issued 15 business days after the last day of the quarter. All statements are mailed prior to the 15th day. Confirmation Letters - If the participant completes a financial transaction or updates his/her demographic information, a confirmation letter is sent on the following business day. 7. The Committee anticipates plan expenses related to the administration of the Plan. Would you be willing to reimburse the Committee for these expenses and if so,to what level? The participating employers do not incur plan expenses with NYSDCP. Plan audits and compliance are funded by NYSDCP. I8 A Deferred Compensation Proposal for the Town of Southold B. Services offered to Participants 1. Describe your voice response telephone system. Identify all available services including customer service options as well as"Voice Response Systems"or automated options. Include security features and voice options,if applicable. Interactive voice response system is available to assist participants in obtaining; account balances, fund balances, fund share prices, current deferral amount and the Stable Income Fund interest rate. In addition,the following transactions are permitted; fund exchanges, end result total account reallocations, deferral amount changes and PIN(personal identification number)changes. Participants may also request fund prospectuses, transfer to a HELPLINE Representative or transfer to an Account Executive voice mailbox. 2. Can your customer service representatives assist non-English speaking participants? NYSDCP offers Spanish speaking representatives and TTY services through the helpline. 3. Describe your internet strategy. What features are currently available on your website? What services are you developing for the near future? What security safeguards are used? www.nysdcp.com Website was recently upgraded to include 5 easy to understand specific areas of interest. About NYSDCP, Enroll, Learning Center, Support and Forms, and Plan Guidelines. Participants can access their password protected account 24/7 as well as our interactive retirement planner and multiple retirement calculators. Enhanced website access for tablet and smartphone users was also rolled out during recent upgrade. The Website is frequently updated based upon recommendations from NYS Deferred Compensation Board and staff, Participating Employers and participant input in addition to Nationwide Financial objectives. 4. Please describe the settlement options available to each participant at retirement,voluntary termination and death. Please state your compliance to reflect the Board's continued prohibition on annuity distribution options(Section 9003.7 of the Regulations). The State Plan provides Lump Sum, Partial Lump Sum and Periodic Payment distribution options. Periodic payments include annual, semi-annual, quarterly and monthly options of either a fixed dollar amount or over a fixed time period. The Plan does not provide annuity distributions per Board Governance. 5. In the event you are asked to administer our plan along side another provider(s),please describe your required process for assisting with participant requests to transfer plan assets from your program to one of the other carriers.Describe in detail the forms,signatures and overall process that you require. NYSDCP may not be administered with another 457b plan. 19 A Deferred Compensation Proposal for the Town of Southold Reeordkeeping System 1. Specify the basic recordkeeping system to be provided for our plan,with particular reference to the ability to receive,disburse,control and audit deductions,and to ensure timeliness,accuracy and confidentially of records and describe the software used. The record keeping system is a proprietary system that was built for Nationwide to work with Deferred Compensation Plans. The system processes all information on a daily basis. Each year,the system is audited by an external auditor to ensure the timely processing and accurate information 2. Briefly describe data processing operations,including the media by which your company can receive payroll deduction information,and its security provisions. Include a statement about your disaster recovery plan and its site location. Identify any subcontracting requirements for your primary administration responsibilities and comment on how this is possible in light of Section 9003.5(b)of the Regulations. Employers may select to use Tumbleweed, a system to submit payroll information by a secured website. In addition, information for the payrolls can be faxed or mailed. We are able to accept checks, ACH, or wires. Disaster recovery is kept on a secured data server. We have multiple back-up for information. 3. Indicate all interfacing: payroll deduction inputs,required certifications and any other transactions,specifying all direct and indirect costs. Specify how payroll deduction information is to be supplied. Indicate ability to interface with internal data processing systems. NYSDCP does not require its participating employers to use any particular system and there are no direct or indirect costs charged by NYSDCP. Payroll deduction information is supplied to the employer through the mail. 20 A Deferred Compensation Proposal for the Town of Southold SECTION V. INVESTMENTS Please respond to each of the following statements if you desire to be considered as the Financial Organization. If you feel any statement does not apply,please indicate so by responding: "Not Applicable"and provide your reasoning. Fund Offerings Information should be for the most recent calendar quarter completed. 1. Describe fully the various attributes of each investment option your company has to offer. For each option include an Investment Options Summary sheet which includes the funds objective,portfolio statistics,asset allocation,top 10 holdings,and industry diversification. Please see attached Guide to Investment Options and Morningstar Reports 2. Describe fully your"fixed"investment option.Include a one-page summary including applicable rates for the current calendar year,asset composition,and rating methodology. Please see attached Stable Income Fund Profile 3. Does your company offer a self-directed brokerage window as a potential option? Please fully describe the services and fees associated with the administration of the brokerage accounts. The Charles Schwab Personal Choice Account (PCRA) is our mutual fund window. The PCRA is available for participants to include over 3,200 additional mutual funds or exchange traded funds outside of the Tier I and Tier II core investment options. Participants who establish a PCRA are assessed a one time $15 set up fee and are assessed a$15 yearly account fee. See attached Guide to Investment Options for more information. 4. Illustrate in spreadsheet format provided,(see Exhibit A)the "variable" values for each equity type investment. Please give annualized returns for`year-to-date', 'one year', `three year', 'five year' `ten year' and `since inception' values. 5. Illustrate in spreadsheet format provided,(see Exhibit B)all cbaries including loading costs, policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees,redemption fees,commission,termination/withdrawal of contract fees, etc.,etc. Investment Flexibility 1. Describe fully all matters related to the exchange/transfer limitations or conditions, termination/withdrawal of contract provisions,any other restrictions or penalties,etc.,etc. Include any information on "unrestricted"and/or"free"transfers or plan transfer limitations. Please refer to page 12 of the Guide to Investment Options 2. Identify any other charges or limitations not described in the previous responses. 21 A Deferred Compensation Proposal for the Town of Southold SECTION VL CONVERSION SERVICES NOTE: The following questions are to be answered only by Administrative Service Agency bidding on an existing case that is administered by another provider:not on cases where you are the incumbent or on new cases that haven't had a prior plan. If these questions do not apply,you may s_kip to the next section without copying the questions. Experience 1. Provide a detailed description and complete history of Code Section 457(b)plans that you have been successful in taking over completely. Include entity name and date of takeover,the name of the former provider,the asset size of the plan,the number of participants,transition time, staffing requirement and other detail you believe is significant. Recent conversions include: Town of Wheatfield-2015 AXA Buffalo&Fort Erie Public Bridge Authority-2015 Metlife Tompkins County-2015 ICMA Washington County-2014 Nationwide Retirement Solutions Village of Canton-2013 Security Benefit Essex County-2013 Mass Mutual&Nationwide Town of East Hampton-2013, Mass Mutual City of Middletown-2013, ICMA Town of Islip-2013, ING City of Binghamton-2012,Nationwide In each transition, a written plan is developed explaining the time frame and requirements to complete in a timely manner. Transition time is generally 2 or 3 months from start to finish. Staffing requirements are determined by the size of the transition. We have 17 Account Executives spread throughout NY State and 25 Helpline Representatives in Troy,NY so we can ensure all shifts and locations are covered for the transition. Process 1. Fully describe transition activities stating the time frame for a complete transition. Identify any cost to us or to our participants for each step or phase: for the complete conversion. There is no cost for the Town of Southold to adopt or transition to NYSDCP. Transition activities—Suggested Schedule 3 months -Board Resolution&Administrative Checklist provided to NYSDCP -Town of Southold notifies former administrator of transition -NYSDCP contacts current administrator to discuss conversion -obtain list of participants and determine distributions, loans -obtain list of assets - Town of Southold announces plan transition 10 Weeks -Identify locations and times for participant education/enrollment -Town of Southold notifies participants of locations/times of scheduled visits 22 A Deferred Compensation Proposal for the Town of Southold 8 Weeks -NYSDCP conducts visits and enrolls participants -NYSDCP contacts Finance Department to discuss submission and payroll reporting. Identify participants in payout, having loans, catch up 6 weeks -If warranted, send out second communication to participants encouraging immediate enrollment 4 weeks Validate payroll processing,conversion effective dates with relinquishing provider 2. What on-site support will be provided during the transition? Who will provide this service? Would the key individuals be willing to meet with the Plan? NYSDCP representatives are ready and willing to meet to discuss our plan and a possible transition. On-site support will be led by Barbara Sce',Account Executive& Suffolk County Representative and Patrick Ray,Program Director for NYSDCP. Additional Account Executives will be brought in to complete participant education and enrollment. 3. What impact,if any,would there be on our plan if you were to be appointed the sole administrator? For example,would fees be reduced,would we qualify for additional services, etc.,etc. NYSDCP is a sole provider plan. 4. Please provide references for three plans you recently transitioned. If possible,please provide those located within New York. Melissa Moulthrop, Personnel Director, Washington County, 746-2250 Robert O'Toole, Town Attorney/HR Director, Town of Wheatfield, 716-504-0494 Brooke Jobin, Benefits Manager, Tompkins County, 607-274-5528 23 A Deferred Compensation Proposal for the Town of Southold Exhibit A Fund Offerings- Section V.question 3 Illustrate in spreadsheet format provided,the "variable"'values for each equity type investment. Please give annualized returns for`year-to-date','one year', 'three year','five year' and `since inception'values. Fund performance should be net of aft administrative charges.fund level expenses,and other fees or charges assessed. Investment Performance-As of 3/;31115 Investment Morningstar 3 Mo. YT 1 3 5 Since Inception Choices Category D Year Year Year Inception Date Stable Income .46% 1.79 1.93 2.2 4.86 12/1/92 Fund Fed Total Ret Immediate 1.35 4.25 1.98 3.37 5.37 10/1/95 Govt Government Vanguard Total Immediate- 1.65 5.64 3.07 4.40 5.70 9/1/95 Bond Term Bond Pax World Aggressive .79 7.81 9.15 8.70 8.55 8/1/71 Balanced Allocation Vanguard Moderate .86 8.27 11.61 10.72 7.62 5/1/1 Wellington Allocation TRP Retire 2010 Target Date 1.75 5.05 7.60 7.94 8.16 9/2/2 2000-2010 TRP Retire 2015 Target Date 2.07 5.86 8.88 8.94 6.75 2/4/4 2011-2015 TRP Retire 2020 Target Date 2.51 6.56 10.03 9.80 9.23 9/2/2 2016-2020 TRP Retire 2025 Target 2021- 2.86 7.20 11.05 10.50 7.38 2/4/4 2025 TRP Retire 2030 Target Date 3.08 7.70 11.88 11.10 9.96 9/2/2 2026-2030 TRP Retire 2035 Target Date 3.36 8.11 12.49 11.51 7.69 2/4/4 2031-2035 TRP Retire 2040 Target date 3.47 8.34 12.87 11.75 10.16 9/2/2 2036-2040 TRP Retire 2045 Target Date 3.50 8.40 12.87 11.75 7.92 5/5/5 2041-2045 TRP Retire 2050 Target Date 3.43 8.34 12.86 11.74 6.34 12/6/6 2046-2050 TRP Retire 2055 Target Date 3.46 8.34 12.85 11.77 6.33 12/6/6 2051+ Davis NY Large Blend 1.98 6.55 13.89 11.11 11.83 2/1/69 Venture Hartford Capital Large Blend 3.62 9.61 16.38 12.39 13.51 5/1/84 App Vang Inst Index Large Blend .95 12.73 16.11 14.46 6.73 7/1/97 Plus 24 A Deferred Compensation Proposal for the Town of Southold Fidelity OTC Large 4.83 18.43 19.32 17.62 13.58 12/31/84 Growth Principal Lg Cap Large 3.98 15.42 15.48 13.88 3.12 3/1/1 Growth Growth Vanguard Large 2.27 15.68 21.11 16.01 10.04 11/12/1 Primecap Growth T Rowe Price Large Value -1.03 4.71 13.31 11.67 11.05 10/1/85 Equity Income Vanguard MidCap Mid-Cap 4.30 14.91 17.96 N/A 15.65 12/1/10 Index Blend Vanguard Capital Large 4.25 17.76 23.49 15.79 10.93 11/1/1 Opportunity Growth Admiral Perkins Midcap Mid-Cap .15 7.03 11.52 10.08 12.17 8/1/98 Value n class Value Vanguard Small Small Blend 4.81 9.85 17.61 N/A 14.76 12/1/10 Cap Index WF Advantage Small Blend -2.75 -6.95 7.64 7.03 11.75 12/1/97 Small Cap Value Columbia Acorn Small 5.12 8.22 13.90 13.54 10.96 9/1/96 USA Growth Federated Clover Small Value 1.36 4.66 13.93 12.12 11.45 2/1/96 Small Cap Value International 4.77 1.01 9.02 4.91 -.79 6/7/7 Equity-Active International 4.99 -1.01 8.88 5.93 .05 6/7/7 Equity-Index MSIF Emerging Diversified 3.16 -.93 1.32 2.27 8.16 9/1/92 Markets Portfolio Emerging Mkts 25 A Deferred Compensation Proposal for the Town of Southold Exhibit B Fund Offerings- Section V,question 4 Illustrate in spreadsheet format provided,all charges,including loading costs,policy fees,surrender charges,actuarial margins,asset fees,transfer charges,distribution charges,withdrawal fees, redemption fees,commission,termination/withdrawal of contract fees,etc.,etc. Fee Schedule Carrier Fees Mutual Fund Level Charges Fund/Account Name Admin.Fee Invst. Other 12b-1 Total Mort& Exp Mgt. Fees Fees Fees Fee Stable Income Fund .04 .35 0 0 .39 Fed Total Ret Govt .04 .49 -.05 0 .48 Vanguard Total Bond .04 .05 0 0 .09 Pax World Balanced .04 .69 _ -.10 0 .63 Vanguard Wellington .04 .18 0 0 .22 TRP Retire 2010 .04 .60 -.15 0 .49 TRP Retire 2015 .04 .65 -.15 0 .54 TRP Retire 2020 .04 .69 -.15 0 .58 TRP Retire 2025 .04 .72 -.15 0 .61 TRP Retire 2030 .04 .75 -.15 0 .64 TRP Retire 2035 .04 .77 -.15 0 .66 TRP Retire 2040 .04 .78 -.15 0 .67 TRP Retire 2045 .04 .78 15 0 .67 TRP Retire 2050 .04 .78 -.15 0 .67 TRP Retire 2055 .04 .78 -.15 0 .67 Davis NY Venture .04 .88 -.35 0 .57 Hartford Capital App .04 .67 -.1 0 .61 Vang Inst Index Plus .04 .02 0 0 .06 Fidelity OTC .04 .76 -.25 0 .55 Principal Lg Cap Growth .04 .64 -.10 0 .58 Vanguard Primecap .04 .36 0 0 .40 T Rowe Price Equity Income .04 .67 -.10 0 .61 Vanguard MidCap Index .04 .06 0 0 .10 Vanguard Capital Opportunity .04 .41 0 0 .45 Admiral Perkins Midcap Value n class .04 .52 0 0 .56 Vanguard Small Cap Index .04 .06 0 0 .10 WF Advantage Small Cap Value .04 .92 -.10 0 .86 Columbia Acorn USA .04 1.07 -.25 0 .86 Federated Clover Small Cap Value .04 1.19 -.10 0 1.13 International Equity-Active .04 .60 0 0 .64 International Equity-Index .04 .20 0 0 .24 MSIF Emerging Markets Portfolio .04 1.51 -.10 0 1.45 26 • A Deferred Compensation Proposal for the Town of Southold Participants are charged an administrative fee of$20 per year. $10 in April and $10 in October. The "Administrative Fee" in the above chart is an asset based fee of.04%. This fee is also levied in two installments. .02% in April and .02% in October. This fee is waived if participants have a balance under$20,000. This fee is not assessed on account balances over$200,000. The "Other Fees" above are the NYS Deferred Compensation Administrative Reimbursements. These fees are negotiated discounts with the fund companies. The reimbursements are refunded throughout the year and reinvested into additional mutual fund shares. 27