TRANSITION OF THE JPS HEALTH NETWORK AND ACCLAIM PHYSICIAN GROUP RETIREMENT PLANS TO PRUDENTIAL RETIREMENT: NOTICE OF BLACKOUT PERIOD AND INVESTMENT CHANGES We re moving the recordkeeping of the JPS Health Network and Acclaim Physician Group Retirement Plans from Voya to Prudential Retirement to bring you the very best in retirement savings resources. This letter includes information about: A brief blackout period when you will be unable to perform most account transactions Changes to your investments that will take place when your account is transferred Important information for participants with assets in the Voya Fixed Plus Account III BLACKOUT PERIOD To enable us to transfer your account balance and other information to Prudential Retirement completely and accurately, you will be unable to perform most account transactions during a brief blackout period. During the blackout period, you will be temporarily unable to exercise rights otherwise available under the plan, such as directing or diversifying investments in your individual account, obtaining a loan or receiving a distribution from the plans. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. The blackout will begin at 3 p.m. CT on July 18, 2017 and is expected to end on or about August 8, 2017. REVIEW YOUR CURRENT INVESTMENT ALLOCATIONS It is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a wellbalanced and diversified investment portfolio, taking into account all your assets, income, investments and any fees. INVESTMENT CHANGES On July 25, 2017, Voya will sell your investments. The proceeds will then be wired to Prudential Retirement, where the proceeds will be mapped to (invested in) the same or similar funds as shown in the chart on the next page. Your assets will be out of the market for at least one business day. There is a possibility this process can take more than one business day, or possibly more if trades take longer to settle or there is a need for additional reconciliation of Voya s data. 1
Old Fund Asset Class From: Investment Option Name New Fund Asset Class To: Investment Option Name Value Value Index Mid-Cap Blend Mid-Cap Index American Funds American Mutual R3 RMFCX* Pioneer Equity Income A PEQIX* Voya Russell Large Cap Index Port S IRLCX* MFS Massachusetts Investors Gr Stk R3 MIGHX* Voya Large Cap Port S IEOSX* JPMorgan Mid Cap Value A JAMCX* Voya Russell Mid Cap Index Port S IRMCX* Value Index Mid-Cap Blend Mid-Cap Index Invesco Diversified Dividend Y LCEYX* BlackRock S&P 500 Index Investor A BSPAX* (This fund s name is changing. See below.) T. Rowe Price Blue Chip TRBCX* JPMorgan Mid Cap Value Sel JMVSX* BlackRock Midcap Index Investor A BRMAX* (This fund s name is changing. See below.) Mid-Cap Small-Cap Value Small-Cap Index Voya MidCap Opportunities Port S ISMOX* Heartland Value Plus Investor HRVIX* Voya Russell Small Cap Index Port S IRSSX* Mid-Cap Small-Cap Value Small-Cap Index Hartford MidCap R5 HFMTX* Prudential QMA Small-Cap Value Z TASVX* BlackRock Small Cap Index A MDSKX*(This fund s name is changing. See below.) Small-Cap Blend Voya SmallCap Opportunities Port S IVPOX* MFS Research A MRSAX* Small-Cap Blend Voya SmallCap Opportunities I NSPIX* Hartford Opportunities R5 IHOTX* Dev Mkts Oppenheimer Developing Markets A ODMAX* Dev Mkts Oppenheimer Developing Markets Y ODVYX* Moderate Allocation VY T. Rowe Price Capital Appreciation S ITCSX* Choice In Ret A ARTOX* Choice 2025 A ARWAX* Choice 2035 A ARYAX* Moderate Allocation American Funds American R4 RLBEX* Prudential Day One Income R3 PDAFX* Prudential Day One 2025 R3 PDEFX* Prudential Day One 2035 R3 PDGFX* Choice 2045 A AROAX* Prudential Day One 2045 R3 PDIKX* Choice 2055 A AREMX* Prudential Day One 2055 R3 PDKFX* 2
Index Dreyfus Bond Market Index Inv DBMIX* Voya High Yield Port S High Yield IPHYX* Voya Fixed Plus Account Stable Value III * Registered mutual fund Index High Yield Stable Value BlackRock US Total Bond Index Investor A BMOAX* (This fund s name is changing. See below.) Prudential High-Yield Z PHYZX* Guaranteed Income Fund There are four funds in the new fund lineup with Prudential, which will be undergoing a name change effective June 16, 2017. There are no changes other than the naming convention, which is noted in the chart below. Current Fund Name Ticker Fund Name Effective 6/19/17 BlackRock US Total Bond Index Investor A BMOAX ishares US Aggregate Bond Index Fund BlackRock S&P 500 Index Investor A BSPAX ishares S&P 500 Index Fund BlackRock Midcap Index Investor A BRMAX ishares Russell Mid-Cap Index Fund BlackRock Small Cap Index A MDSKX ishares Russell 2000 Small-Cap Index Fund Prudential Day One Funds are target-date funds. The target date is the approximate date when investors plan to retire and may begin withdrawing their money. The asset allocation of the target-date funds will become more conservative as the target date approaches by lessening the equity exposure and increasing the exposure in fixed income type investments. The principal value of an investment in a target-date fund is not guaranteed at any time, including the target date. There is no guarantee that the fund will provide adequate retirement income. A target-date fund should not be selected based solely on age or retirement date. Participants should carefully consider the investment objectives, risks, charges and expenses of any fund before investing. Funds are not guaranteed investments and the stated asset allocation may be subject to change. It is possible to lose money by investing in securities, including losses near and following retirement. Important Information about the Voya Fixed Plus Account III Due to contractual obligations, your entire balance in the Voya Fixed Plus Account III will not transfer to Prudential Retirement when the rest of your account does. Instead, some of those assets will be transferred at a later date. In most cases, on July 26, 2017, 20% of your assets in the Voya Fixed Plus Account III will transfer to Prudential and be placed in the Guaranteed Income Fund (GIF). This is the first installment of a multi-year payout. In most cases, every year an additional installment will be paid out and transferred to your GIF account at Prudential, with the final balance coming over in the year 2021. There may be exceptions to this payout under certain circumstances. For more information, please contact Voya. You will be able to view your Voya Fixed Plus Account III and perform any acceptable transactions through Voya as you currently do. Permissible transactions will be limited to any that fall under the category of "event distributions." Hardship withdrawals, unforeseeable emergency withdrawals, loans, transfers and other "nonevent" distributions will not be permitted. Until all of the assets in the fund are transferred to Prudential Retirement, you ll receive quarterly account statements from both Voya and Prudential Retirement. FEES 3
Below are fees and expenses for general plan administrative services and individual expenses that may apply to your account: Fee Type Fee Amount Frequency Loan Application $50.00 Per applicable transaction DSO Transaction Fee $25.00 Per applicable transaction Self-Directed Brokerage $50.00 Annually (if enrolled in SDB) Event Distributions $25.00 Per applicable transaction Hardship/In-Service Withdrawals $25.00 Per applicable transaction Installment Payments $5.00 Per applicable transaction Overnight Fee $25.00 Per applicable transaction RESTRICTIONS ON FREQUENT TRADING If you make excessive transfers into and out of (or out of and into) the same investment fund, your ability to make investment transfers involving those funds may be restricted. Excessive trading is: One or more round-trip trade (transfers into and out of the same fund) within a 30-day period where each buy or sell in the transaction is more than $25,000 The trading pattern did not result from automatic or system-driven transactions such as payroll contributions or loan repayments, re-mapping transactions, hardship withdrawals, regularly scheduled or periodic distributions, or periodic rebalancing through a systematic rebalancing program that is not initiated by the plan Certain investment options may not be subject to these restrictions. Funds may also have their own market timing policy and Prudential Retirement will take action, as directed by the investment provider, to enforce that provider s rule or policy. To obtain a copy of the complete Market Timing Policy, please contact Prudential. DESIGNATED INVESTMENT MANAGERS A designated investment manager is a party designated by the plan to manage all or a portion of the assets held in or contributed to participant accounts. To determine whether your plan offers this service, please contact your plan sponsor. VOTING RIGHTS If you invest in a mutual fund, it is your plan sponsor's right to vote for members of the fund company's board of directors and other matters of corporate policy, such as the issuance of senior securities, stock splits and substantial changes in operations. QUESTIONS? Please contact your Retirement Plan Specialist, Steve LaBorde, at SLaborde@jpshealth.org or 817-702-1093 or call Prudential at 877-285-4119, Monday through Friday, 7 a.m. to 8 p.m. CT with questions. See the next page for important disclosures. 4
Investors should consider the fund s investment objectives, risks, charges and expenses before investing. The prospectus and, if available, the summary prospectus, contain complete information about the investment options available through your plan. Please call 877-778-2100 for a free prospectus and, if available, a summary prospectus that contain this and other information about our mutual funds. You should read the prospectus and the summary prospectus, if available, carefully before investing. You can lose money when investing in securities. Shares of the registered mutual funds and self directed brokerage products and services are offered through Prudential Investment Management Services LLC (PIMS), Newark, NJ, a Prudential Financial company. Prudential Retirement is a Prudential Financial Business. For informational or educational purposes only. This material is not intended as advice or recommendation about investing or managing your retirement savings. By sharing it, Prudential Retirement is not acting as your fiduciary as defined by the Department of Labor s fiduciary rule or otherwise. If you need investment advice, please consult with a qualified professional. The Guaranteed Income Fund (GIF) is a group annuity product issued by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, CT 06103. Amounts contributed to the contract are deposited in PRIAC s general account. Payment obligations and the fulfillment of any guarantees specified in the group annuity contract are insurance claims supported by the full faith and credit of PRIAC. PRIAC periodically resets the interest rate credited on contract balances, subject to a minimum rate specified in the group annuity contract. Past interest rates are not indicative of future rates. This product is neither a mutual fund nor a bank product. The obligations of PRIAC are not insured by the FDIC or any other federal governmental agency. Contract form # GA-2020-IA-0805 or state variation thereof. Prudential Retirement is compensated in connection with this product when general account investment returns exceed the interest credited on contract balances. Prudential Retirement may earn fee revenue in addition to the foregoing compensation if your plan has agreed to pay contract charges, which are sometimes paid in respect of plan and participant recordkeeping and distribution services. For some plans, Prudential Retirement uses a portion of its aggregate compensation to satisfy the plan's request for allowances and for payments to defray plan expenses. If Prudential Retirement s aggregate compensation from this product and from other plan investment products exceeds the costs of servicing your plan, Prudential Retirement earns a profit; otherwise we incur a loss. Frequent exchanging between plan investment options may harm long-term investors. Your plan or the plan s investment funds may have provisions to deter exchanges that may be abusive. These policies may require us to modify, restrict or suspend purchase or exchange privileges and/or impose redemption fees. Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, CT or its affiliates. PRIAC is a Prudential Financial company. 2017 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide. 0306230-00001-00 JPS001LTRE2 5