Continuing a great thing Making the City of Memphis Deferred Compensation Plan even better for you

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1 Continuing a great thing Making the City of Memphis Deferred Compensation Plan even better for you Together, the City of Memphis and Nationwide Solutions bring employees: Enhanced technology New options New menu of funds

2 Plan your retirement with Nationwide Service. Your way. We re making a new commitment to help you prepare better for retirement through The Memphis Deferred Compensation Plan. Nationwide Solutions has been providing third party administration and record keeping services for the City of Memphis Deferred Compensation Plan for many years. Together, the City of Memphis and Nationwide Solutions are enhancing the 457(b) plan for those employees who elect to participate in the Plan. This continued partnership brings you: Lower fund expenses Simplified fund line-up Enhanced educational opportunities Improved technology enhancements This brochure explains the changes that are coming to the 457 plan only. In addition, your local Nationwide Specialists, Sherri Thomas and Jerry Williams, will host several workshops to help you understand how the changes may enhance your participation in the plan. Watch for announcements coming soon. Participating in a deferred compensation plan is a smart decision for your future, and the City of Memphis believes you deserve the kind of On Your Side service that Nationwide Solutions is known for. Nationwide has been helping public sector employees, like you, invest for retirement for more than 40 years. We ve developed tools and services that can help as you work toward your retirement goals. Real People means real service Your Nationwide Specialist knows the City of Memphis and can help you understand the risks you may face and strategies that can help you deal with them. They provide free-of-charge: Face-to-face consultation Investment seminars workshops Non-commissioned service Educational materials Local Specialists: For individual consultations, Sherri Thomas and Jerry Williams are here to help you take advantage of all the benefits of participation in the City of Memphis Deferred Compensation Plan. Contact Sherri at / thomas28@nationwide.com or Jerry at / willij58@nationwide.com Direct Access Specialists: Jerry and Sherri s Home Office team at Nationwide, ready to help you during extended business hours. Contact Tom Bussard at or bussart@ nationwide.com Nationwide Specialists cannot offer investment, tax or legal advice. Consult your own counsel before making decision about participation in the City of Memphis Deferred Compensation Plan. City of Memphis Deferred Compensation Plan Phone: Press *0 to speak with a Customer Service Representative Hours: 8:00am 11:00 pm EST Online: nrsmemphis457.com Local Memphis Office 2670 Union Avenue Extended Memphis, TN Phone: Hours: M-F 9:00am-4:00pm Virtual reality: Managing your account online nrsmemphis457.com has been optimized to work on any device you choose. Just use the browser of your choice. No extra app required. Once there, you ll find a wealth of retirement planning information and tools. Enrollment Checklist Find Your Path to On Your Side Interactive Planner SM Morningstar Manager SM Ibbotson Tool Paycheck Impact Calculator Future Value Calculator Financial Definitions Payout Calculator Roth Analyzer Account access online 1. Go to 2. Select Enroll for an Online Account and follow prompts. Tips and guidelines for establishing usernames and passwords are provided along the way. For security reasons, never share your Web password or PIN with any other person. Note: To reset username & password, select Forgot your username and/or password? under ACCESS MY PLAN. Interactive Voice Response Access by phone for the first time 1. Call Enter your Social Security Number. 3. Use your date of birth for your initial Personal Identification Number (PIN); for example, if your birthday is Feb. 15, 1972, your PIN is Create a new four-digit PIN at the next prompt Account access by phone after the first time 1. Call Enter your four-digit PIN.

3 Investment options and mapping schedule Investment options and mapping schedule Fund changes, effective August 18 The City of Memphis Deferred Compensation Plan regularly reviews the investment options available to participants to ensure these options are appropriate to the needs of those investing for retirement. The Plan has instructed Nationwide to make the changes detailed here. Effective August 18, funds listed in the left column below will no longer be available to participants through the Plan. s in and deferrals to these funds will be moved to funds listed in the right column. You are welcome and encouraged to make your decisions about investments. If you prefer to move assets and deferrals to different funds than as listed below, please make your exchanges before August 18 Capital Preservation Fixed Option Bond Funds Current Fund Name Nationwide Bond Index A PIMCO Total Return Admin Intermediate- Term Bond Intermediate- Term Bond Fixed Option Map to Ticker.68% PIMCO Total Return Instl PTTRX.71% PIMCO Total Return Instl PTTRX Intermediate-Term Bond Intermediate-Term Bond Waddell & Reed High-Income Y High Yield Bond.76% Waddell & Reed High-Income Y WYHIX High-Yield Bond.76% / Balanced Funds* Nationwide Investor Destination Agggressive Srv Large.88% Vanguard Target Fund Nationwide Investor Destination Srv Nationwide Investor Destination Moderately Aggressive Srv Nationwide Investor Destination Moderately Nationwide Investor Destination Moderate Srv Aggressive Moderate.91%.89%.90%.90% Vanguard Target Fund Vanguard Target Fund Vanguard Target Fund Vanguard Target Fund Target Date Funds Mapping by AGE born before 1943 Vanguard Income Fund VTINX.16% Vanguard Target Fund 2010 VTENX.16% Vanguard Target Fund 2015 VTXVX.16% Vanguard Target Fund 2020 VTWNX.16% Vanguard Target Fund 2025 VTTVX.17% Vanguard Target Fund 2030 VTHRX.17% Vanguard Target Fund 2035 VTTHX.18% Vanguard Target Fund 2040 VFORX.18% Vanguard Target Fund 2045 VTIVX.18% Vanguard Target Fund 2050 VFIFX.18% Vanguard Target Fund 2055 VFFVX.18% born after 1992 Vanguard Target Fund 2060 VTTSX.18% U.S. Equity Funds Nationwide Institutional Service Large.80% SSgA S&P 500 Index Fund N SVSPX Large.17% Neuberger Berman Socially Respns Inv Large Growth.87% Parnassus Core Equity - Inst PRILX Large Growth.69% State Street Equity 500 Index Svc Large.35% SSgA S&P 500 Index Fund N SVSPX Large.17% *If you hold assets in the Nationwide Investor Destination funds, your assets will be mapped to the appropriate Vanguard based on your age..46%.46% Current Fund Name Map to Ticker U.S. Equity Funds (cont d) Nationwide Mid Cap Market Index A Mid-Cap.71% Vanguard Mid Cap Index Signal VMISX Mid-Cap.09% JP Morgan Mid Cap Value Sel Mid-Cap Value 1.14% JP Morgan Mid Cap Value Instl FLMVX Mid-Cap Value.99% Nationwide Small Cap Index A Small.78% AMG SouthernSun Small Cap Instl SSSIX Small.97% AllianzGI NFJ Small Cap Index A Small Value 1.21% AllianzGI NFJ Small-Cap Value Instl PSVIX Small Value.86% T. Rowe Price Growth Stock Large Growth.69% Fidelity Contrafund FCNTX Large Growth.67% American Century Equity Income Inv Large Value.94% Edgar Lomax Value LOMAX Large Value 1.41% Neuberger Berman Genesis Trust Mid-Cap Growth 1.11% Neuberger Berman Gensis Instl NBGIX Mid-Cap Growth.86% Edgar Lomax Value Large Value 1.41% Edgar Lomax Value LOMAX Large Value 1.41% Fidelity Contrafund Large Growth.67% Fidelity Contrafund FCNTX Large Growth.67% AMG SouthernSun Small Cap Instl Small.97% AMG SouthernSun Small Cap Instl SSSIX Small.97% Brown Capital Mgmt Small Co Inv Small Growth 1.28% Brown Capital Mgmt Small Co Inv BCSIX Small Growth 1.28% International Funds American Funds Europacific Growth R4 Invesco International Small Company R5 Nationwide International Index A Foreign Small/ Mid.85% American Funds EuroPacific Growth R6 RERGX 1.17% American Funds EuroPacific Growth R6 RERGX.70% American Funds EuroPacific Growth R6 RERGX Oppenheimer Global Y World Stock.90% Oppenheimer Global I OGLIX World Stock.71% T. Rowe Price International Growth & Income Advisor New funds being added to the plan 1.09% American Funds EuroPacific Growth R6 RERGX Oppenheimer International Growth I MFS International Value R5 OIGIX MINJX Growth Value Specialty Vanguard REIT Index Signal Real Estate.10% Vanguard REIT Index Signal VGRSX Real Estate.10% Understanding investment types Target Maturity Target Date Target funds are designed for investors who plan to withdraw funds during or near a specific year after retirement. As a result, the funds are managed to become more conservative that is, decrease in market risk as that year approaches. However, no strategy can assure a profit or prevent a loss in a declining market; the funds are not guaranteed to provide enough income to last through retirement. International / emerging market funds involves additional risks, including currency fluctuations, political instability, differences in accounting standards and foreign regulations. Real estate funds are sensitive to economic and business cycles, changing demographic patterns and government actions. Small-cap funds typically involve increased market risk and volatility. Mid-cap funds are subject to market risk that is generally perceived to be greater than large-cap stock funds, but less so than small-cap funds. Large-cap funds are subject to market risk that is generally perceived to be less than with mid- and small-cap funds. Bond funds have the same interest rate, inflation and credit risks associated with the underlying bonds owned by the fund. High-yield bond securities are typically subject to greater risk and price volatility than funds that invest in higher rated debt securities..71%.82% Short-term investments (fixed accounts cash). Though cash equivalents may be subject to less volatility than other investments, they may not keep pace with inflation.

4 Insightful resources New options coming to your plan! Do it for me investing If you want the benefits of active investing but do not want to do it yourself, consider Nationwide ProAccount, the new managed account solution we are adding as an option to the 457 plan. For a small fee, you can have an experienced investment firm manage your Plans account, based on your risk tolerance (risk profile) and time horizon (age). Nationwide ProAccount takes guesswork out of retirement plan investment decisions by placing that responsibility in the hands of dedicated investment professionals. To learn more about the Plans new do it for me managed account solution, ask Sherri Thomas or Jerry Williams, your local Nationwide Specialists, about Nationwide ProAccount. Or call Nationwide brings many resources to help you plan for your future. On site workshops: your local Nationwide Specialists, Jerry Williams and Sherri Thomas, will be at your work site and help you with personal action plans and workshops that can help you make decisions about your retirement. Online workshops: short, interactive sessions that guide you through the retirement decision-making process. Educational tools: investment basics, financial glossaries, online retirement calculators and much more! Manage your account when, where and how you want Convenient access: by phone at or online at nrsmemphis457.com. Simple one-stop service for account changes: Most transactions on your account can be made through Nationwide including investment choices and address changes. Streamlined investment options: you can choose from a large number of investment options to diversify your portfolio. Portfolio strategies are designed to move and change as participants age or their risk tolerance changes. Investment advice for Nationwide ProAccount is provided to plan participants by Nationwide Investment Advisors, LLC, (NIA), an SEC-registered investment adviser and affiliate of Nationwide Solutions, your Plan provider. NIA has hired Wilshire Associates Inc. as the independent financial expert to develop and manage Nationwide ProAccount portfolios. Before investing, consider the fund s investment objectives, risks, and charges and expenses carefully. Each fund s prospectus contains this and other important information, and is available by calling or by download at nrsmemphis457.com. Read carefully before investing. Investing involves market risk, including possible loss of principal. Nationwide Specialists know the City of Memphis Deferred Compensation Plan and can help you understand the risks you may face and strategies that can help you deal with them. Get Personalized guidance from Nationwide Securities, LLC Another option available to the Memphis Deferred Compensation plan is Participant Solutions, a team of licensed Financial Representatives to help you develop a comprehensive, long term financial plan that includes your entire financial picture. Get started by asking for a complementary Financial Needs Assessment. To learn how to better prepare for your financial future, talk with a financial representative from Nationwide Securities by calling anytime between the hours of 8:30am and 6:00pm EST. Securities offered through Nationwide Securities, LLC, P.O Box , Columbus, OH 43218, , member FINRA, SIPC. Nationwide Securities, LLC is an affiliate of Nationwide Solutions, Inc. The products and services offered by Nationwide Securities, LLC are separate and distinct from the plan administration services that are provided by Nationwide Solutions, Inc. Real people means real service Local Specialists: Jerry Williams or Sherri Thomas. Contact Jerry at / willij58@ nationwide.com or Sherri at / thomas28@nationwide.com. Nationwide Specialists cannot offer investment, tax or legal advice. Consult your own counsel before making decisions about participation in the City of Memphis Deferred Compensation Plan.

5 Nationwide Specialists are Registered Representatives of Nationwide Investment Services Corporation, member FINRA. Specialists cannot offer investment, tax or legal advice. Consult your own counsel before making decisions about participation in the City of Memphis Deferred Compensation Plan. 2014, Nationwide Solutions, Inc. Nationwide, Nationwide Financial, the Nationwide framemark, On Your Side and On Your Side Interactive Planner are service marks of Nationwide Mutual Insurance Company. Nationwide Solutions and Nationwide Life Insurance Company (collectively Nationwide ) have endorsement relationships with the National Association of Counties and the International Association of Fire Fighters-Financial Corporation. For more information, go to nrsmemphis457.com. NRM-10039TN-MP.1 (06/14)