2014 – 403b Plan Conversion

Agenda Why the change? Actions to Date Who is Goldleaf and why are they involved? Employee options New England Investors Waddell and Reed Investors New Nationwide Platform Questions

Why the Change? 2009 – Federal requirements changed regarding 403b plans to make them follow the same reporting requirements of 401k plans WDI, due to our unique Joint Powers Board arrangement, believed we qualified as exempt from ERISA reporting Because WDI contributes it was determined we must comply with the ERISA reporting requirement ERISA reporting is unduly burdensome, especially with multiple providers

What has happened so far? Goldleaf Partners was selected at the third-party administrator from 3 potential providers All financial information has been gathered and submitted to back file DOL/IRS reports Employee Committee met several times and had presentations by potential investment advisers on 2 separate occasions Employee Committee selected, and WIB approved, Nationwide as new platform with Waddell and Reed serving as investment advisers Engagement agreement with Nationwide signed and contract should be signed by the end of this week

What does Goldleaf do for the employee and WDI? Submits annual compliance reports Develops Plan Document that outlines duties and responsibilities of WDI, Goldleaf, and Nationwide (updates annually) Monitors WDI for timely submission of withholding and match payments Conducts discrimination testing Ensures investment information and fees are disclosed to all plan participants

What are my options as an employee? WDI is not requiring you to move your past investments to Nationwide Beginning January 1, 2014, all future 403b deposits must go into a Nationwide account Any New England policy holder with an outstanding loan must satisfy their loan before converting investments to Nationwide You may move your funds (from New England or Waddell and Reed) at 100% of their current value until January 31, 2014 Transfer of funds after January 31, 2014 may be subject to surrender charges based on your individual contract

New England Financial Plans Participants with loans must arrange with New England for a payment coupon book and make monthly payments (no payroll withholding) Zenith Accumulator investments have no surrender charges so you could move at anytime American Growth Series investments have a surrender charge based on the amount of investment over the last 10 years Surrender fees decline for each year you have held the investment

Surrender Charges – Example ONLY $2000 $2000 $2000 $2000 $2000 $2000 $2000 $2000 $2000 $2000 $ % 1.8% 1.6% 1.4% 1.2% 1.0% 0.8% 0.6% 0.4% 0.2% 0.0% $40 $36 $32 $28 $24 $20 $16 $12 $8 $4 $0 $220 in Surrender Charges For example only. Surrender charges on individual contracts are outlined in your signed agreement. Please check with your financial adviser for your actual contract value and potential surrender charges.

Waddell and Reed Plans Investments currently held in Ivy Funds, A-Shares or B-Shares Investment will be converted to Ivy Funds first, transferred to Nationwide as Ivy Funds, and then reallocated based on your investment contract Movement to Ivy Funds eliminates any surrender charges

Waddell and Reed to Nationwide A Shares B Shares Ivy Funds Waddell & Reed Nationwide Over 200 Investment Options

Your New Nationwide Platform Over 200 Investment Options On-line investment tracking and planning Easy to read statements Loans available up to 50% of your portfolio balance at competitive market rates Team of 3 advisers to chose from at Waddell and Reed Lower brokerage fees

Timeline December 13 – Nationwide Contract in place December 16 to December 31 – Investment advisers will meet with each employee to determine new investments and any fund transfers December 31 – Plan Document finalized and signed January 16 – 1 st payment for investments in Nationwide (on payroll date thereafter)

Recap All new investments to Nationwide beginning January 1, 2014 You do not need to move your current investments, but if not converted by January 31, 2014, you may be subject to surrender charges All loans with New England must be satisfied before assets are moved to Nationwide

Questions ?