nextSource, Inc. 401(k) Profit Sharing Plan and Trust ... · PDF fileIMPORTANT NOTICE TO PARTICIPANTS PURPOSE OF THIS ... retirement year by going to or by ... (“Plan”) IMPORTANT

nextSource, Inc. 401(k) Profit Sharing Plan and Trust (“Plan”)

IMPORTANT NOTICE TO PARTICIPANTS PURPOSE OF THIS NOTICE: Effective for the 2016 Plan Year, nextSource, Inc. (Employer) is helping to make saving for retirement under our Plan easier by offering automatic plan enrollment. In addition to this notice, you can also find out much more about the Plan provisions in another document, the Plan’s Summary Plan Description (SPD) including any supplements to the SPD. Your Right to Make Salary Deferrals into the Plan: Saving with your 401(k) Plan has many advantages. Automatic payroll deductions make savings convenient, and you may enjoy immediate and future federal income tax savings. That means your savings can grow substantially over time. Your 401(k) Plan also offers you the option of saving on an after-tax basis if you so elect. The current limit on elective contributions is $18,000 (as indexed annually). You may change your elective contribution rate as of each payroll period. Please see your SPD for the information about the Plan’s eligibility requirements. You can enroll in the Plan, change your pre-tax and/or after-tax Roth elective contribution level and/or investment choice(s) by going online at www.TA-Retirement.com or by calling (800) 401-TRAN (8726). Your enrollment selections will generally be effective as of the elective contribution change dates reflected above. Does the Plan’s automatic enrollment feature apply to me? Yes, as of January 1, 2016 and thereafter, if you are a new hire or you were not previously eligible for the Plan or you were eligible for the Plan but did not previously make an affirmative election (including an election to not participate) , you will automatically be enrolled in the Plan if you do not enroll online at www.TA-Retirement.com. Each pay period following the date you first become eligible, 3% will be deducted from your paycheck and invested in the PortfolioXpress alternative. You may change your automatic enrollment contribution percentage and/or make a different investment choice, or opt out of the Plan entirely, by enrolling online at www.TA-Retirement.com. You may also elect to make Roth elective contributions to the Plan. If you were eligible to participate in the Plan before January 1, 2016 and you previously enrolled the automatic enrollment feature does not apply to you and it won’t change your previous Plan elections, even if you previously elected not to participate in the Plan. Your earlier Plan elections will continue to be followed until you affirmatively change them. If you have not previously made an enrollment election, you will have 30 days (or a reasonable period of time, if less, as determined by your Employer) after the receipt of this notice before the first contribution will be made on your behalf. The pre-tax elective contributions taken out of your pay are not subject to federal income tax at the time of payroll deduction. Instead, they are contributed to your Plan account and can grow over time with earnings. Your account will be subject to federal income tax only when withdrawn. This helpful tax rule is a good reason to save for retirement through pre-tax elective contributions. The Automatic Contribution Percentage under the Plan: Pre-tax elective contributions will be taken out of your pay if you do nothing but you are always in charge of the amount that you contribute. If you decide to do nothing and you do not go online or submit a completed enrollment form, you will become automatically enrolled and 3% of your eligible pay for each pay period will be contributed to the Plan. Automatic Savings Increases: After you have been in the Plan for one full Plan Year, your contribution level will increase by 1% each Plan Year (unless you choose a different level), until it reaches 10% of your eligible pay. Once your elective contribution level reaches 10%, you will not be increased again. Your Right to Stop the Automatic Contributions or to Choose a Different Contribution Rate: Alternatively, you may go online or submit a completed enrollment form and elect to contribute an amount that better meets your needs. You can change your pre-tax elective contributions by going online or turning in a new enrollment form to the Plan Administrator at the address listed at the end of this notice. If you want to contribute more to your Plan account than would be provided automatically, there are limits on the maximum amount. To learn more about these limits and about the Plan’s definition of eligible pay, please see your SPD. Additional Information About Employer Contributions: You can learn more about any additional Employer Contributions that may be made to the Plan by referring to the section of your SPD regarding Employer Contributions. In addition, please refer to the definition of Compensation in your SPD for further information regarding the types of eligible pay which may be used to determine Contribution amounts and any limits on Compensation that may apply. If I do not make an investment election, how will my contributions be invested?

http://www.ta-retirement.com/



Qualified Default Investment Alternative (QDIA): The Plan Fiduciary has decided to include a Qualified Default Investment Alternative (QDIA) under the Plan. This decision will not change any investment elections you have already made. This notice will explain more about what this may mean to you. Your Right to Direct Investments: Your Plan allows you to direct the investment of some or all of the contributions made on your behalf in a number of investment choices. If you fail to provide investment direction, your Plan’s Fiduciary will invest Plan contributions in a QDIA established under the Plan. The Plan Fiduciary has chosen the PortfolioXpress alternative as the QDIA for contributions made to your Plan account(s). Contributions invested in the QDIA are subject to gains or losses like other investment choices available under your Plan including losses near and following retirement, and there is no guarantee that the investment will provide adequate retirement income. Your Right to Transfer Out of the Default Alternative Without Penalty: Subject to your Plan’s distribution rules, you may withdraw defaulted contributions invested on your behalf by your Plan’s Fiduciary in the QDIA. You may also make transfers from the QDIA to any other investment choice offered under the Plan on any business day without any penalties or fees, such as redemption or liquidation fees. In addition, Plan service fees may be charged on any withdrawal or distribution of your account balance from the QDIA. Consequences of Your Failure to Make an Investment Election: When you fail to give investment direction after having been provided the opportunity to do so and the Plan’s Fiduciary invests contributions on your behalf in the QDIA, you are considered to have exercised control over the investment of assets in your account(s). Neither the Trustees of your Plan nor your Employer or the Plan’s Fiduciary will be liable to you for any loss that is the result of such investments. Description of the Default Alternative: The default alternative is a “life-cycle” alternative designed to provide varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures based on your age and the target retirement year designed by the fiduciary overseeing the portfolios. This default alternative changes its asset allocation and associated risk levels over time with the objective of becoming more conservative (i.e. decreasing risk of losses) with increasing age or as you approach your designated retirement year. Your designated target retirement year is the year in which you turn age 65. If, based on your particular circumstances, you have in mind a different target retirement year and you are satisfied with using this type of portfolio as your affirmative investment election, you can elect a different target retirement year by going to www.TA-Retirement.com or by calling (800) 401-TRAN (8726). If you fail to make an investment election, your assets will be invested in the Moderate PortfolioXpress alternative identified below according to your “Years to Retirement”. To identify the specific portfolio that you may have elected to invest your assets in, as well as the succeeding portfolios that may apply, please review the Investment Allocation chart below:

Years to Retirement (Aggressive) 40 35 30 27 25 22 20 17 15 12 10 7 5 0 +5 +10 +15 +20 +25 +30 +35

Years to Retirement (Moderate) 45 40 35 32 30 27 25 22 20 17 15 12 10 5 0 +5 +10 +15 +20 +25 +30

Years to Retirement (Conservative) 55 50 45 42 40 37 35 32 30 27 25 22 20 15 10 5 0 +5 +10 +15 +20

Reliance/MetLife Stable 25053 Class 0 2% 2% 2% 2% 3% 4% 5% 6% 6% 7% 8% 9% 9% 10% 11% 11% 12% 13% 14% 14% 14%

Thornburg Limited Term Income R5 1% 1% 1% 2% 3% 3% 4% 5% 6% 7% 7% 8% 9% 10% 10% 11% 12% 12% 13% 13% 13%

Thornburg Strategic Income R5 4% 4% 4% 7% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28% 30% 32% 34% 36% 36% 36%

Vanguard GNMA Adm 2% 2% 2% 3% 4% 5% 6% 7% 8% 8% 10% 10% 12% 12% 14% 15% 16% 17% 18% 18% 18%

Federated Instl High Yield Bond Instl 1% 1% 1% 1% 2% 3% 3% 3% 4% 5% 5% 6% 6% 7% 7% 8% 8% 9% 9% 9% 9%

DFA US Large Cap Value I 21% 21% 21% 20% 19% 18% 17% 16% 14% 13% 12% 11% 10% 8% 7% 6% 5% 4% 2% 2% 2%

Vanguard Total Stock Market Index Adm

21% 21% 21% 20% 19% 18% 16% 15% 14% 13% 11% 10% 9% 8% 7% 6% 4% 3% 2% 2% 2%

Alger Capital Appreciation Instl I 22% 22% 22% 21% 20% 18% 17% 16% 15% 14% 12% 11% 10% 9% 7% 6% 5% 4% 3% 3% 3%

Vanguard Mid-Cap Value Index Admiral 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0%

Vanguard Mid-Cap Growth Index Admiral

2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0%

Vanguard Small-Cap Value Index Fund 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0%

Vanguard Small Cap Index InstlPlus 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0% 0%

RS Small Cap Growth A 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%

Vanguard REIT Index Adm 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Vanguard Total International Stock Index Adm

11% 11% 11% 10% 9% 9% 9% 7% 7% 6% 6% 6% 5% 4% 4% 3% 3% 2% 2% 2% 2%

Thornburg Developing World R5 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0%

How to Locate your Starting Portfolio on the Chart: In order to locate your starting portfolio on the chart above, you first must determine your “Years to Retirement” (which is the top horizontal line of the chart). You determine your years to retirement by subtracting your current age from your designated target retirement age of 65 (which is not necessarily the same as your Normal Retirement Age, if any, under the terms of the Plan). The resulting number is your years to retirement for purposes of the service. Once you determine your years to retirement, locate the number (Years to Retirement) on the chart. (Note: If your actual years to retirement fall between two numbers on the chart, select the


higher number as your Years to Retirement.) The portfolio indicated directly underneath your Years to Retirement is your starting portfolio under the service. The chart shows how your starting portfolio is initially allocated between the funds, and also shows how and when your portfolio will be automatically recalculated over time as you reach the designated retirement year and the years thereafter. For additional information about how each asset is classified and sub-classified (such as Stock/Large Cap), please visit www.TA-Retirement.com. How to Make an Affirmative Investment Election: The investment fact sheet will provide you more information about the investment objectives, risk and return characteristics, and fees and expenses of the QDIA and the other investment choices available to you. To view the investment fact sheet, to make your own investment choices, or to move funds previously invested on your behalf, you may go online at www.TA-Retirement.com, or call (800) 401-TRAN (8726).

When will my Plan account be vested? To be vested in Plan contributions means that the contributions made on your behalf (together with any investment gain or loss) will belong to you, and you will not lose them when you leave your job. You will always be 100% vested in your elective contributions made to the Plan. Employer non-matching contributions will vest under a 6-year graded (1-0%, 2-20%, 3-40%, 4-60%, 5-80%, 6-100%) vesting schedule. Please see your SPD for more details.

Withdrawal Information:

Even if you are vested in your Plan account, there are limitations on when you may withdraw your funds from the Plan. These limitations may be important to you in deciding how much to contribute to the Plan. Generally, you may only withdraw your pre-tax and/or Roth elective contributions after you leave your job, incur a financial hardship, become disabled, or reach age 59½. There is generally an additional 10% tax on distributions taken before age 59½. Also, your beneficiary may be entitled to receive any vested amount remaining in your Plan account(s) when you die. See your SPD for more details. You have a 90-day penalty-free opt-out period starting with the first payroll pay date in which contributions are deducted from your paycheck. If you elect to opt-out of the Plan during this period, you will receive a refund of your elective contributions and any earnings without a distribution penalty or fee. After this 90-day opt-out period you will be subject to the Plan’s rules and restrictions on distributions. The refunded amount will be subject to ordinary income tax in the year of distribution and will be adjusted for gains or losses. Employer matching contributions, if any, and any earnings related to refunded amounts will be forfeited. To opt-out, log onto www.TA-Retirement.com, select the “Plan Administration” option, and select “Forms” to access an “Automatic Enrollment Opt-Out Refund Form” or call (800) 401-TRAN (8726). You can learn more about the Plan’s withdrawal rules in the SPD. You can also learn more about the additional 10% tax in IRS Publication 575, Pension and Annuity Income.

HOW TO OBTAIN ADDITIONAL INFORMATION:

If you need a copy of the SPD or have any additional questions, please contact the Human Resource Department who may be reached at (212) 736-5870, [email protected], 1040 Avenue of the Americas, New York, NY 10018 Plan recordkeeping and administration services are provided by Transamerica Retirement Solutions Corporation ("Transamerica" or "Transamerica Retirement Solutions"), which is headquartered in Los Angeles, CA. The investment choices are available through a contract issued by Transamerica Financial Life Insurance Company ("TFLIC"), TA-AP-2001-CONT, or Transamerica Life Insurance Company ("TLIC"), TGP-439-194, TGP-416-192/194, TGP-430-192/194, CNT-TALIAC 05-02, or CNT-TLIC 10-05. Transamerica is an affiliate of TFLIC and TLIC. TFLIC is not authorized and does not do business in the following jurisdictions: Guam, Puerto Rico, and the U.S. Virgin Islands. TLIC is not authorized in New York and does not do business in New York. Contract form and number may vary, and these investment choices may not be available in all jurisdictions. Fees and charges may apply. Certain limitations on the number of investment choices for your plan will still apply. For complete information, contact your Transamerica representative.


mailto:[email protected]

1

Important Notice Concerning Your Rights Under the nextSource, Inc. 401(k) Profit Sharing Plan & Trust

November 17, 2015

Dear nextSource, Inc. 401(k) Profit Sharing Plan & Trust Participant: This notice is to inform you that the nextSource, Inc. 401(k) Profit Sharing Plan & Trust will be changing its recordkeeper and investment options. We’re pleased to introduce Transamerica Retirement Solutions1 (“Transamerica”) as the provider of these new funds and services. How This Affects your Individual Account

As a result of these changes, you will temporarily be unable to direct or diversify investments in your individual accounts, obtain a loan from the plan, or obtain a distribution from the plan. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period”. 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. 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 well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.

The blackout period will be from December 24, 2015 through February 8, 2016

to allow all current assets to be reviewed carefully and reconciled. Our goal is to bring you out of the blackout as soon as possible What This Means to You

Future Contributions: Your future contribution rates and investment election(s) will be transferred from ADP and will be allocated to the Transamerica investment funds shown on the attached Asset Transfer Schedule. If you do not have investment elections on file with ADP, your account will transfer to the Plan’s default fund designated under the Transamerica investment options, the PortfolioXpress. Current Account Balances: Your existing balances and fund allocations will be transferred (i.e. “mapped”) from the current investment funds to the Transamerica investment funds shown on the attached Asset Transfer Schedule and invested according to the fund allocations in place at ADP before the start of the blackout period.

If you want to have your account balances transferred as shown on the attached Asset Transfer Schedule, you do not need to do anything. If you want to make any investment changes in the current investment funds prior to the transfers to the Transamerica investment funds, you need to do so before the blackout period begins. If you have any questions concerning this notice, you should contact the nextSource Human Resource Department at 212-736-5870. What’s Next

Employee meetings will be held so you can learn more about the new investments and other 401(k) plan features. Be sure to attend the meeting(s), ask questions and learn how to make the most of your retirement plan! Sincerely, Heather Swift nextSource, Inc. 1040 Avenue of the Americas New York, NY 10018 212-736-5870

1 Plan recordkeeping and administration services are provided by Transamerica Retirement Solutions Corporation. ("Transamerica" or "Transamerica

Retirement Solutions"), which is headquartered in Los Angeles, CA. The investment choices are available through a contract issued by Transamerica Financial Life Insurance Company ("TFLIC"), TA-AP-2001-CONT, or Transamerica Life Insurance Company ("TLIC"), TGP-439-194, TGP-416-192/194, TGP-430-192/194, CNT-TALIAC 05-02, or CNT-TLIC 10-05. Transamerica is an affiliate of TFLIC and TLIC. TFLIC is not authorized and does not do business in the following jurisdictions: Guam, Puerto Rico, and the U.S. Virgin Islands. TLIC is not authorized in New York and does not do business in New York. Contract form and number may vary, and these investment choices may not be available in all jurisdictions. Fees and charges may apply. Certain limitations on the number of investment choices for your plan will still apply. For complete information, contact your Transamerica representative.

2

ASSET TRANSFER SCHEDULE

Existing balances will automatically be transferred from the current investment funds to the Transamerica investment funds, as follows:

ADP Investment Options To Transamerica Investment Options

SSgA Cash Series U.S Government Fund Reliance/MetLife Stable 25053 Class 0

Goldman Sachs Short Duration Government Thornburg Limited Term Income R5

PIMCO Real Return Thornburg Strategic Income R5

Putman U.S Government Income Vanguard GNMA Adm

Prudential High Yield Federated Instl High Yield Bond Instl

BlackRock Equity Dividend DFA US Large Cap Value I

Franklin Rising Dividends Vanguard Total Stock Market Index Adm

Alger Capital Appreciation Alger Capital Appreciation Instl I

Victory Sycamore Established Value Vanguard Mid-Cap Value Index Admiral

Prudential Jennison Mid Cap Growth Vanguard Mid-Cap Growth Index Admiral

Victory Sycamore Small Company Opportunity Vanguard Small-Cap Value Index Fund

Royce Total Return Vanguard Small Cap Index InstlPlus

Lord Abbett Developing Growth RS Small Cap Growth A

Fidelity Advisor Real Estate Vanguard REIT Index Adm

MFS Research International Vanguard Total International Stock Index Adm

Oppenheimer Developing Markets Thornburg Developing World R5

Columbia Seligman Communications & Info. Tech Columbia Seligman Comms & Info A

Franklin Utilities Franklin Utilities Adv

Prudential Jennison Natural Resources Prudential Jennison Natural Resources Z

Oppenheimer Gold & Special Minerals Van Eck Intl Investors Gold A

Calamos Growth & Income Vanguard Balanced Index Adm

American Century One Choice Income Retirement American Century One Choice In Retirement Instl

American Century One Choice 2015 American Century One Choice In Retirement Instl

American Century One Choice 2020 American Century One Choice 2020 Instl








nextSource, Inc. 401(k) Profit Sharing Plan and Trust (“Plan”)

IMPORTANT NOTICE TO PARTICIPANTS If I do not make an investment election, how will my contributions be invested? Qualified Default Investment Alternative (QDIA): The Plan Fiduciary has decided to include a Qualified Default Investment Alternative (QDIA) under the Plan. This decision will not change any investment elections you have already made. This notice will explain more about what this may mean to you. Your Right to Direct Investments: Your Plan allows you to direct the investment of some or all of the contributions made on your behalf in a number of investment choices. If you fail to provide investment direction, your Plan’s Fiduciary will invest Plan contributions in a QDIA established under the Plan. The Plan Fiduciary has chosen the PortfolioXpress alternative as the QDIA for contributions made to your Plan account(s). Contributions invested in the QDIA are subject to gains or losses like other investment choices available under your Plan including losses near and following retirement, and there is no guarantee that the investment will provide adequate retirement income. Your Right to Transfer Out of the Default Alternative Without Penalty: Subject to your Plan’s distribution rules, you may withdraw defaulted contributions invested on your behalf by your Plan’s Fiduciary in the QDIA. You may also make transfers from the QDIA to any other investment choice offered under the Plan on any business day without any penalties or fees, such as redemption or liquidation fees. In addition, Plan service fees may be charged on any withdrawal or distribution of your account balance from the QDIA. Consequences of Your Failure to Make an Investment Election: When you fail to give investment direction after having been provided the opportunity to do so and the Plan’s Fiduciary invests contributions on your behalf in the QDIA, you are considered to have exercised control over the investment of assets in your account(s). Neither the Trustees of your Plan nor your Employer or the Plan’s Fiduciary will be liable to you for any loss that is the result of such investments. Description of the Default Alternative: The default alternative is a “life-cycle” alternative designed to provide varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures based on your age and the target retirement year designed by the fiduciary overseeing the portfolios. This default alternative changes its asset allocation and associated risk levels over time with the objective of becoming more conservative (i.e. decreasing risk of losses) with increasing age or as you approach your designated retirement year. Your designated target retirement year is the year in which you turn age 65. If, based on your particular circumstances, you have in mind a different target retirement year and you are satisfied with using this type of portfolio as your affirmative investment election, you can elect a different target retirement year by going to www.TA-Retirement.com or by calling (800) 401-TRAN (8726). If you fail to make an investment election, your assets will be invested in the Moderate PortfolioXpress alternative identified below according to your “Years to Retirement”. To identify the specific portfolio that you may have elected to invest your assets in, as well as the succeeding portfolios that may apply, please review the Investment Allocation chart below:

Years to Retirement (Aggressive) 40 35 30 27 25 22 20 17 15 12 10 7 5 0 +5 +10 +15 +20 +25 +30 +35

Years to Retirement (Moderate) 45 40 35 32 30 27 25 22 20 17 15 12 10 5 0 +5 +10 +15 +20 +25 +30

Years to Retirement (Conservative) 55 50 45 42 40 37 35 32 30 27 25 22 20 15 10 5 0 +5 +10 +15 +20

Reliance/MetLife Stable 25053 Class 0 2% 2% 2% 2% 3% 4% 5% 6% 6% 7% 8% 9% 9% 10% 11% 11% 12% 13% 14% 14% 14%

Thornburg Limited Term Income R5 1% 1% 1% 2% 3% 3% 4% 5% 6% 7% 7% 8% 9% 10% 10% 11% 12% 12% 13% 13% 13%

Thornburg Strategic Income R5 4% 4% 4% 7% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28% 30% 32% 34% 36% 36% 36%

Vanguard GNMA Adm 2% 2% 2% 3% 4% 5% 6% 7% 8% 8% 10% 10% 12% 12% 14% 15% 16% 17% 18% 18% 18%

Federated Instl High Yield Bond Instl 1% 1% 1% 1% 2% 3% 3% 3% 4% 5% 5% 6% 6% 7% 7% 8% 8% 9% 9% 9% 9%

DFA US Large Cap Value I 21% 21% 21% 20% 19% 18% 17% 16% 14% 13% 12% 11% 10% 8% 7% 6% 5% 4% 2% 2% 2%

Vanguard Total Stock Market Index Adm

21% 21% 21% 20% 19% 18% 16% 15% 14% 13% 11% 10% 9% 8% 7% 6% 4% 3% 2% 2% 2%

Alger Capital Appreciation Instl I 22% 22% 22% 21% 20% 18% 17% 16% 15% 14% 12% 11% 10% 9% 7% 6% 5% 4% 3% 3% 3%

Vanguard Mid-Cap Value Index Admiral 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0%

Vanguard Mid-Cap Growth Index Admiral

2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0%

Vanguard Small-Cap Value Index Fund 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0%

Vanguard Small Cap Index InstlPlus 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0% 0%

RS Small Cap Growth A 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%

Vanguard REIT Index Adm 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0%

Vanguard Total International Stock Index Adm

11% 11% 11% 10% 9% 9% 9% 7% 7% 6% 6% 6% 5% 4% 4% 3% 3% 2% 2% 2% 2%

Thornburg Developing World R5 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 0% 0% 0% 0% 0%


How to Locate your Starting Portfolio on the Chart: In order to locate your starting portfolio on the chart above, you first must determine your “Years to Retirement” (which is the top horizontal line of the chart). You determine your years to retirement by subtracting your current age from your designated target retirement age of 65 (which is not necessarily the same as your Normal Retirement Age, if any, under the terms of the Plan). The resulting number is your years to retirement for purposes of the service. Once you determine your years to retirement, locate the number (Years to Retirement) on the chart. (Note: If your actual years to retirement fall between two numbers on the chart, select the higher number as your Years to Retirement.) The portfolio indicated directly underneath your Years to Retirement is your starting portfolio under the service. The chart shows how your starting portfolio is initially allocated between the funds, and also shows how and when your portfolio will be automatically recalculated over time as you reach the designated retirement year and the years thereafter. For additional information about how each asset is classified and sub-classified (such as Stock/Large Cap), please visit www.TA-Retirement.com. How to Make an Affirmative Investment Election: The investment fact sheet will provide you more information about the investment objectives, risk and return characteristics, and fees and expenses of the QDIA and the other investment choices available to you. To view the investment fact sheet, to make your own investment choices, or to move funds previously invested on your behalf, you may go online at www.TA-Retirement.com, or call (800) 401-TRAN (8726).

HOW TO OBTAIN ADDITIONAL INFORMATION:

If you need a copy of the SPD or have any additional questions, please contact the Human Resource Department who may be reached at (212) 736-5870, [email protected], 1040 Avenue of the Americas, New York, NY 10018 Plan recordkeeping and administration services are provided by Transamerica Retirement Solutions Corporation ("Transamerica" or "Transamerica Retirement Solutions"), which is headquartered in Los Angeles, CA. The investment choices are available through a contract issued by Transamerica Financial Life Insurance Company ("TFLIC"), TA-AP-2001-CONT, or Transamerica Life Insurance Company ("TLIC"), TGP-439-194, TGP-416-192/194, TGP-430-192/194, CNT-TALIAC 05-02, or CNT-TLIC 10-05. Transamerica is an affiliate of TFLIC and TLIC. TFLIC is not authorized and does not do business in the following jurisdictions: Guam, Puerto Rico, and the U.S. Virgin Islands. TLIC is not authorized in New York and does not do business in New York. Contract form and number may vary, and these investment choices may not be available in all jurisdictions. Fees and charges may apply. Certain limitations on the number of investment choices for your plan will still apply. For complete information, contact your Transamerica representative.

mailto:[email protected]

Contract No. 517084 1

nextSource, Inc. 401(k) Profit Sharing Plan and Trust

Disclosure & Comparative Chart for Retirement Plan Participants

All individuals who have the right to direct investments in an employer-sponsored retirement plan are being provided with the

attached detailed disclosure of fees, expenses and services provided in connection with such plan. This document is specific to your

plan. You will see additional disclosures and an itemization of fees which may be assessed to your individual account on your next

quarterly statement (and all future statements).

Why am I receiving this disclosure?

Because you have the right to direct investments under a retirement plan or because you are considered to be one of the following:

An employee eligible to join your employer’s retirement plan A retiree with a vested balance in the plan

An active participant in the plan An active beneficiary of a former employee’s plan account

A former employee with a vested balance in the plan An alternate payee under a QDRO (qualified domestic relations order), typically as the result of a divorce

What do I need to do?

There is no action you need to take as a result of receiving this disclosure, however, you should consider reviewing the following

pages carefully to learn more about the fees you pay and the services you receive related to your retirement plan.

This document describes investment information, services, fees and expenses contractually established and agreed upon by the sponsor of this employer-sponsored retirement plan and Transamerica. Any changes to the contractually established information set forth in this document that are not completed, or agreed upon in writing, by an authorized representative of Transamerica, either in part or in total, shall invalidate this disclosure and Transamerica will bear no responsibility for any liability whatsoever that may result, either directly or indirectly, as the result of such change, nor for any ensuing misperceptions on the part of disclosure recipients as a result of such changes.


DISCLOSURE & COMPARATIVE CHART

nextSource, Inc. 401(k) Profit Sharing Plan and Trust (Plan)

IMPORTANT INFORMATION REGARDING YOUR PLAN

October 20, 2015

A retirement plan offers a convenient way to save for retirement and often provides unique features and benefits not available elsewhere. Individuals have the opportunity to make the plan work harder for them by committing to consistent savings early, taking full advantage of the tools and services available, maintaining a long-term investment strategy, and understanding how the plan works, including plan investment choices and fees. This document was prepared to aid you in that understanding.

General Plan Information

Investment Vehicle A mutual fund investment platform with registered mutual funds (Investment Choices).

How to Direct Your Investments and Make Allocation Changes

Direction of investments: You may direct the investment of your Plan account.

404(c) Compliance: This plan intends to comply with the administrative requirements of ERISA section 404(c). ERISA section 404(c) was designed

to ensure that you have the opportunity to (1) exercise control over the investment of your accounts available for your direction, and (2) choose from a

broad range of investment alternatives.

Timing for making investment allocation changes: On any business day.

To change your investment allocation, you may go to: www.TA-Retirement.com or call 1-800-401-8726.

For a complete description of investment direction rights, limitations, or restrictions under your Plan, refer to your Plan’s Summary Plan Description (SPD), or similar document provided.

Transfer Restrictions Some Investment Choices may have transfer restrictions (See Table 1 for details, if applicable).

Voting, Tender and Similar Rights and Restrictions

The Plan Sponsor shall have the right to exercise voting and tender rights attributable to mutual funds offered under the Plan.

List of Investment Choices

For the listing of the Investment Choices active under your Plan, please see the section titled “Comparative Chart” under Table 1.

Potential General Administrative Fees

Plan Fees Plan Fees which may be paid directly by your employer or deducted from individual participant accounts include, but are not limited to:

Fees charged by Transamerica, including those for enrollment materials and workshops, base and per participant recordkeeping fees, hourly administrative consulting fees up to $85 per hour, plan termination fees up to $125 per hour, compliance consulting fees up to $125 per hour, fees for passive trustee services, and outside asset fees, if applicable.


Fees directed by the plan sponsor to be allocated to participants, including auditor fees, and legal fees, if applicable, as permitted to be charged to the plan.

These fees may be paid by your employer or allocated among and deducted from each participant account on a pro-rata basis. The actual amount deducted, as well as a description of the services to which the fee relates, will be reported on your quarterly participant statement.

Refer to Exhibit A to see details regarding any base and per participant fees applicable to your Plan.

Transaction Fees Transaction fees which may be charged against individual participant accounts include:

Fees charged by Transamerica for providing services related to the establishment and maintenance of loans, distributions and withdrawals.

The actual amounts deducted, as well as a description of the services to which the fees relate, if any, are reported on your quarterly participant statement.

Refer to Exhibit A to see a list of the Transaction Fees applicable to your Plan.

Asset-Based Fees Plan Service Fees/Variable Asset Charges. A Plan Service Fee (PSF)/Variable Asset Charge (VAC) may apply to assets allocated to Investment Choices in the Plan. Generally, any investment in a Vanguard mutual fund will result in a PSF/VAC. Depending on the demographics of your Plan, a PSF/VAC may also apply to other Investment Choices. Other asset-based fees may be expressed as a percentage of the assets held in each Investment Choice on a pro-rata basis, or as a specified dollar amount charged to the Plan. These charges are used to subsidize costs for plan-related recordkeeping, administration, payment to financial advisors, and other retirement plan services that would otherwise be charged separately. A negative PSF/VAC represents a credit to the assets under the Program for the applicable Investment Choice. The actual dollar amounts deducted/credited are reported on your quarterly participant statement.

Refer to Exhibit A to see a description of the Asset-Based Fees applicable to your Plan.

Investment Information

The information below is provided to help you compare the Investment Choices under your Plan. If you want additional information about your Investment Choices, including principal risks, current investment performance and a glossary of terms, you may go to: www.TA-Retirement.com or call 1-800-401-8726.

Table 1 below focuses on Investment Choices that do not have a fixed or stated rate of return, and shows fee and expense information, as well as investment performance for each choice and an appropriate benchmark performance (shown in italics). Past performance does not guarantee how the Investment Choice will perform in the future. Your investment in these choices could lose money.

Total Annual Operating Expenses reduce the rate of return of each Investment Choice. If both gross (G) and net (N) operating expenses are shown, expense waivers or reimbursements are applied to the gross rate, so that accounts are actually only charged the net rate. Fund specific operating expense details are available at www.TA-Retirement.com.

The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor’s website for an example showing the long-term effect of fees and expenses at http://www.dol.gov/ebsa/publications/401k_employee.html.

Fees and expenses are only one of many factors to consider when you decide to invest. You may also want to think about whether investing in a particular Investment Choice will help you achieve your financial goals.


Comparative Chart - Table 1 - Variable Choices

Name of Investment Choice/Inception (Mo/Yr)/

Benchmark

Asset Class

Sub-Asset Class

Total Annual Investment Choice

Operating Expenses

Average Annual Total Return 08-31-2015

PSF/ Credit

Shareholder-Type Fees / Comments

As % Per

$1,000* 1 Yr. 5 Yr.

10 Yr. or Since Inception

Reliance/MetLife Stable 25053 Class 0 USTREAS Treasury Bill Constant Maturity Rate 3 Year

Short Bonds/Stable/MMkt

Stable Value 0.62% $6.20 2.55% 0.58%

2.97% 0.47%

4.04% 2.63%

0.71%

N/A

Thornburg Limited Term Income R5 Barclays US Government/Credit Intermediate

Short Bonds/Stable/MMkt

Short-Term Bonds

0.67% $6.70 0.97% 1.47%

3.37% 2.38%

4.49% 4.01%

0.61%

N/A

Thornburg Strategic Income R5 (12/2007) Barclays US Universal

Interm./Long-Term Bond

Intermediate-Term Bonds

0.99% $9.90 -2.69% 1.13%

6.24% 3.34%

4.82% 4.66%

0.46%

N/A

Vanguard GNMA Adm Barclays GNMA

Interm./Long-Term Bond

Government Bonds

0.11% $1.10 2.38% 2.14%

3.08% 2.88%

4.72% 4.65%

0.71%

See Type B - NAV note below for transfer restrictions

Federated Instl High Yield Bond Instl Barclays US High Yield 2% Issuer Cap

Aggressive Bonds

High Yield Bonds

0.50% $5.00 -0.58% -2.93%

7.78% 7.32%

7.60% 7.44%

0.66%

Redemption Fee: 2.00% Redemption Days: 90

DFA US Large Cap Value I Russell 1000 Value

Large-Cap Stocks

Large-Cap Value Stocks

0.27% $2.70 -5.03% -3.48%

16.51% 14.68%

6.79% 6.18%

0.71%

N/A

Vanguard Total Stock Market Index Adm Russell 1000

Large-Cap Stocks

Large-Cap Blend Stocks

0.05% $0.50 0.28% 0.40%

16.05% 16.07%

7.50% 7.35%

0.71%


Alger Capital Appreciation Instl I Russell 1000 Growth

Large-Cap Stocks

Large-Cap Growth Stocks

1.16% $11.60 4.07% 4.26%

17.61% 17.40%

11.09% 8.41%

0.21%

N/A

Vanguard Mid-Cap Value Index Admiral (08/2006) CRSP US Mid Cap Value

Small/Mid-Cap Stocks

Mid-Cap Value Stocks

0.09% $0.90 0.99% 1.00%

16.62% 17.15%

18.46% 8.04%

0.71%





Benchmark

Asset Class

Sub-Asset Class


Operating Expenses


PSF/ Credit


As % Per

$1,000* 1 Yr. 5 Yr.


Vanguard Mid-Cap Growth Index Admiral (08/2006) CRSP US Mid Cap Growth


Mid-Cap Growth Stocks

0.09% $0.90 3.44% 3.51%

16.82% 16.86%

16.11% 9.11%

0.71%


Vanguard Small-Cap Value Index Fund Russell 2000 Value


Small-Cap Value Stocks

0.09% $0.90 -2.02% -4.95%

15.80% 13.23%

7.41% 5.70%

0.71%


Vanguard Small Cap Index InstlPlus CRSP US Small Cap


Small-Cap Blend Stocks

0.06% $0.60 -0.98% -1.04%

16.67% 16.87%

8.27% 8.83%

0.71%


RS Small Cap Growth A Russell 2000 Growth


Small-Cap Growth Stocks

1.40% $14.00 14.53% 5.11%

20.04% 17.83%

9.54% 8.46%

0.16%

N/A

Vanguard REIT Index Adm MSCI US REIT


Real Estate 0.12% $1.20 -0.20% -0.09%

12.19% 12.25%

6.77% 6.54%

0.71%


Vanguard Total International Stock Index Adm FTSE Global All Cap ex US

International Stocks

World/Foreign Stocks

0.14% $1.40 -11.77% -11.30%

5.02% 5.55%

3.90% 4.97%

0.71%


Thornburg Developing World R5 (12/2009) MSCI EM

International Stocks

Emerging Market Stocks

1.09% $10.90 -19.59% -22.95%

3.99% -0.92%

-3.28% -0.57%

0.46%

N/A

Columbia Seligman Comms & Info A S&P North American Tech Technology

Multi-Asset/Other

Sector 1.36% $13.60 6.08% 3.72%

14.64% 17.42%

10.61% 9.42%

0.21%

See Type A - NAV note below for transfer restrictions

Franklin Utilities Adv S&P 500 Sec/Utilities

Multi-Asset/Other

Sector 0.60% $6.00 -2.74% 1.62%

11.61% 11.04%

7.71% 6.80%

0.46%

N/A




Benchmark

Asset Class

Sub-Asset Class


Operating Expenses


PSF/ Credit


As % Per

$1,000* 1 Yr. 5 Yr.


Prudential Jennison Natural Resources Z S&P 500

Multi-Asset/Other

Sector 0.86% $8.60 -42.41% 0.48%

-4.93% 15.87%

2.10% 7.15%

0.46%

N/A

Van Eck Intl Investors Gold A AMEX Gold Miners

Multi-Asset/Other

Sector 1.45% $14.50 -45.21% -47.40%

-19.73% -23.45%

1.87% -5.25%

0.16%

N/A

Vanguard Balanced Index Adm CRSP US Total Market

Multi-Asset/Other

Balanced 0.09% $0.90 0.91% 0.29%

10.85% 15.97%

6.60% 7.56%

0.71%


American Century One Choice In Retirement Instl S&P Target Date Retirement Income

Multi-Asset/Other

Target Date Investment Choices

0.56% $5.60 -1.39% -0.42%

7.74% 5.60%

5.40% 4.30%

0.56%

N/A

American Century One Choice 2020 Instl (05/2008) S&P Target Date To 2020

Multi-Asset/Other


0.59% $5.90 -1.30% -1.59%

8.59% 7.39%

5.04% 4.12%

0.56%

N/A

American Century One Choice 2025 Instl Morningstar Lifetime Moderate 2025

Multi-Asset/Other


0.62% $6.20 -1.33% -3.58%

9.16% 9.80%

6.00% 6.36%

0.56%

N/A


Multi-Asset/Other


0.64% $6.40 -1.10% -2.31%

9.83% 8.94%

5.12% 4.13%

0.56%

N/A


Multi-Asset/Other


0.67% $6.70 -0.97% -4.70%

10.57% 11.02%

6.40% 6.59%

0.56%

N/A


Multi-Asset/Other


0.70% $7.00 -1.08% -2.91%

11.27% 10.19%

5.56% 4.20%

0.56%

N/A




Benchmark

Asset Class

Sub-Asset Class


Operating Expenses


PSF/ Credit


As % Per

$1,000* 1 Yr. 5 Yr.



Multi-Asset/Other


0.74% $7.40 -1.30% -5.56%

11.67% 10.98%

6.68% 6.61%

0.56%

N/A


Multi-Asset/Other


0.75% $7.50 -1.42% -3.35%

11.91% 10.96%

5.42% 4.44%

0.56%

N/A

American Century One Choice 2055 Instl (03/2011) S&P Target Date To 2055+

Multi-Asset/Other


0.76% $7.60 -1.54% -3.53%

N/A N/A

8.36% 7.13%

0.56%

N/A

*This is the cost of each Investment Choice for a 12-month period of time.

Note Type A - NAV Transfers into this investment choice will be limited for a rolling 28-day period once a transfer out has been made.

Note Type B - NAV Participants who exchange shares out of an investment choice will not be permitted to exchange shares into the same investment choice for 60 calendar days.

The policy will not prevent regular employer or participant contributions into an investment choice, nor will it prevent a participant from exchanging out of an investment choice at

any time. Reallocation and rebalancing transactions completed systematically or directly by participants will not be exempt from the frequent-trading policy.

Table 2 below focuses on Investment Choices that have a fixed or stated rate of return, and shows the annual rate of return, the term or length it is earned, and other information

relevant to performance.

Comparative Chart - Table 2 – Fixed Choices

Name of Investment Choice Return/Credited Rate

Term Other (Explanation of Term) Shareholder-Type Fees/Comments

There are no investment choices under your Plan that have a fixed or stated rate of return.


Exhibit A – Summary of Plan Fees and Transaction Fees

Generally, transaction fees are paid by participants.

Plan fees may be paid by your employer or divided up among all participants.

Under certain circumstances, service fee discounts, recordkeeping fee waivers, or the use of plan forfeitures may cover or reduce the fees stated below.

Type of Service, Feature or Benefit Transamerica Charges (Expressed in $)

Basis

Transaction Fees Terminations / Lump Sum Distribution $50 Per distribution

Death Benefits $50 Per distribution

Disability Benefits $50 Per distribution QDRO Distribution Fee $50 Per distribution

Installments $10 Per distribution

Loan Setup Fee $50 Per Loan

Loan Maintenance Fee $50 Annually Hardship Withdrawal $50 Per distribution

In-Service Withdrawal $50 Per distribution

Required Minimum Distributions $0 Per distribution

Plan Fees

Participant Charges

0 - 999999999 $0 Per Participant

Base Fees

0 - 999999999 $0 Per Year

Surrender Charges: Depending on the specific underwriting of the Program, upon total or partial discontinuance of the Program, an asset-based surrender/discontinuance charge

may apply for a limited number of deposit years. Please contact the Participant Call Center at 1-800-401-8726 for specific details.

Documents

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