ABC Sample 401(k) Plan Edward Jones

NOT FDIC OR NCUA INSURED

NOT A BANK OR CREDIT UNION DEPOSIT OR OBLIGATION

MAY GO DOWN IN VALUE

NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY

NOT GUARANTEED BY ANY BANK OR CREDIT UNION

FOR PLAN SPONSOR USE ONLY.

1

By the end of this proposal, you’ll know……that we can offer you something truly different to help your business thrive and your employees retire on their own terms. Here are some highlights:

With one number for all of your plan needs, a highly rated and seamless transition process, and admin support that’s as deep as you need it, we’ll be like that iced coffee concoction that keeps you going.

Making your job easier

Protect yourself! We can help you understand your regulatory responsibilities and how to meet them.

Regulatory support

Getting your employees readyWe can tell you exactly how many of your employees are on

target to retire. And with laser-guided messaging, live support, and cool new mobile tech, they’ll have the help they need to

map their way toward retirement with confidence.

Investment flexibility Our investment program offers

you open-architecture flexibility with access to

leading money managers.

2

This is your time for successWelcome to MassMutual. We’ll help you and your employees get the time you need to win.

Your time to leadWe’ll help you get your time back to focus more on your business and less on your employee retirement plan.

The time when your employees retireYour employees can’t be distracted with uncertainty, wondering if they’re on target for retirement – we’ll use precision and action to help them retire on their own terms.

The right place and the right timeWhen your employees retire when they plan to, benefit costs may go down and savings can be allocated to other benefits. That makes your business an attractive place for top talent.

It’s about time you had a provider that understands your unique needs and goals. Here’s how MassMutual can

help you get there…

3

A strong company behind your planBecause you need a reliable provider to help you and your business succeed, let’s start with our foundation. MassMutual is a focused, strong and diverse company headquartered in the United States.

1 Ratings 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. Ratings are as of June 1, 2015, and are subject to change.

A.M. Best

Fitch Ratings

Moody’s Investors Service

Standard & Poor’s

A++

AA+

Aa2

AA+

MassMutual has the strength of some of the highest financial ratings of any company, in any industry.1

We’re a mutually owned company that’s focused on participating policyholders, not Wall Street.

We have a diversified business structure:

4

An innovative company behind your planJust as important to you is our commitment to innovation, because neither of us can lead by following. MassMutual has a history of innovative firsts.

2009: First to offer persona-based, data-driven engagement.

Now: First to offer fully integrated worksite benefits.

2012: First precision-based plan health metrics: The MassMutual PlanSMARTSM Analysis Report.

2005: First to capture employee changes during on-site

meeting with our e4SM Apple® iPod Touch® devices.

5

An experienced company behind your planYou also need a provider that’s been around the block thousands of times and keeps getting third-party kudos. MassMutual is an experienced, validated and recognized company.

1 As of December 31, 2014.2 Per an independent study conducted by Chatham Partners. June 2014.

41 best-in-class honors two years in a row (that’s 82

awards from 2013–2014)

ContactCenterWorld top-performing call

center seven years in a row (2008–2014)

10 PSCA Signature awards (2013) for educational

excellence

A world’s most ethical company (again)

A Fortune 100 company

3 Ethisphere Institute, an independent center of research promoting best practices in corporate ethics and governance, March 2015.4 Fortune Magazine, June 2014.

43

66 34k 2.9m 94% 82%

years of servicing retirement plans1

plans1 million participants1

plan sponsor retention1

very satisfied clients2

6

How we can help you and your business win

Transitions that exceed every industry benchmark1

One number to reach your dedicated MassMutual team for all of your plan needs

Extensive regulatory support from ERISA Advisory ServicesSM

Access to unique solutions

Multimanager approach

Investment flexibility

Leading stable value provider

Diagnose: The MassMutual PlanSMART AnalysisReport

Measure: The PlanSMART AnalysisReport

Prescribe: Plan changes and employee-level action

1 2013 Chatham Partners customer survey data.

Here’s a 30,000-foot view of our MassMutual PlanSMARTSM employer solutions. Turn the page for a closer look.

1

Administrative ease + ValueInvestments =Plan health +

Make my job easier

Get my employees ready

Give me flexibility and oversight

One phone number for every solution

Getting more time back into your day You can count on our investment in human resources and technological efficiencies to help lighten your plan administrative burden and make your job easier.

Payroll uploads

Hardship processing

Employee notices/ mailings

Recordkeeping

Terminations/ retirement support

Loans

QDROs

Filings

Eligibility

Web-based plan sponsor reports

Summary Annual

Reports

Required Minimum

Distributions

Distributions

Enrollment

Rollovers

7

Getting transferred to another department and having to explain

your problem all over again is a pain. And a provider lacking the

infrastructure to take on your administrative tasks is no help

at all. That’s why you’ll be assigned a compartmentalized team that’ll know

your plan cold with leading-edge technology at their fingertips. We’ll work with you to take on any of the plan administrative responsibilities

shown to the left.

8

Painless transitions and avoiding trouble

Super smooth transitions: Don’t take our word for it: 90% of our clients rated MassMutual a 6 or 7 for “would recommend us to colleagues” based on our transition services (on a 7-point scale). Post-implementation survey, Chatham Partners, February 2015.

Making your job easier means a seamless transition and helping keep you out of trouble over the long term. We transition thousands of plans each year and have an extensive team of ERISA specialists to guide you.

Avoiding trouble: The laws affecting retirement plans are constantly evolving. Our ERISA Advisory ServicesSM team can help you understand your regulatory responsibilities and how to meet them. We can also review plan design alternatives and evaluate the associated costs.

years of experience (average)

ERISA specialists

25160

Plan design collaboration

Employeemessaging

Assets received

Plan live

T - 85 T - 75 Day 0 T + 8

Select MassMutual

T - 90

Records received

T + 5

90%

1 2 3 4 5 6 7

Transition services survey results

9

Plan health: We wrote the book on itSome define plan health as having high enrollment and deferral rates. We define it as a plan that measures and increases the number of employees who are on target toward having enough replacement income in retirement.

Why it’s important Why it’s a challenge

People not on targetto retire have to work longer than planned

As employees age, benefits become more expensive

Competing for dollars employees spend on other important benefits

Money can’t be spent on other benefits

Competing for dollars allocated to other brands

Overcoming behavioral finance conditions

True “plan health” requires a certain type of infrastructure and insight. MassMutual has both. To learn more, visit www.massmutual.com/planalytics to download our definitive guide to plan health:

Precisely: Driving Greater Retirement Readiness with MassMutual PlanALYTICSSM

10

Tackling your plan’s health the right wayTo help get your plan healthy and your employees ready, we’ll apply MassMutual’s PlanALYTICSSM methodology. PlanALYTICS works in three stages:

Precisely diagnosethe health of

your plan

1

Check up to measure

improvements and reassess

3

Prescribesmart solutions to drive action

2 1/3employee

engagement

2/3 plan

design

The MassMutual PlanALYTICSSM approach brings precision and action to plan health.

11

A plan health tool belt to help improve your planHere are the tools and resources behind the MassMutual PlanALYTICSSM approach. We’ll dig deeper into these in this proposal.

Diagnose

Prescribe

Measure

RetireSMARTSM

employee messaging

Plan design changes

RetireSMARTSM

Generations messaging

The MassMutual PlanSMARTSM Analysis Report

Total Retirement Center employer site

Live webinars with generational

experts

On-site meetings with e4

The MassMutual PlanSMARTSM Analysis Report

Total Retirement Center employer site

SILENT GENERATIONBABY BOOMERSGENERATION XMILLENNIALS

12

Plan health precisionThe cornerstone of our Planalytics approach is measurement paired with predictive analysis.With our tools, we’ll be able to precisely diagnose the health of your plan, prescribe solutions and measure success.

The Total Retirement Center reporting

Long-term goal:

Diagnosis:

Progress:

45%

80%

65%

MassMutual PlanSMART Analysis Report

You wouldn’t want your doctor to guess your blood pressure. Likewise, we don’t make broad assumptions to gauge your plan’s health. The MassMutual PlanSMART

Analysis Report measures the exact percentage of your employees on target to replace at least 75% of their pre-retirement income by age 67.

Financial Participant LoansThe PlanSMART

Analysis

The dashboard page on the Total Retirement Center features reports at a glance, including a link to the PlanSMARTSM Analysis Report.

We’ve searched the investment universe to help you build your plan’s investment lineup with confidence. Here’s what you can expect from MassMutual.

13

Exploring the investment manager universe

Choose from a carefully selected array of investments

representing a full range of investment and

style categories

Consistent oversightA research-driven,

certified multistep investment selection and ongoing due diligence processes with enhanced quarterly

reporting to help fiduciaries

Mesirow Financial stands behind the selection and monitoring of investment

options on its Elite List.

Fiduciary protection

Selectivity and flexibility

Enhanced capabilities Unique retirement-

focused, institutionally-managed mutual funds

and comprehensive stable value solutions

MassMutual’s Investment Program

We work with some of the most well-known and well-regarded asset managers in the industry to give you access to the investment options you want for your plan.

A flexible approach to building your investment line-up

14

15

Giving you fiduciary protectionFiduciary Assure is an investment selection and monitoring service that offers investment 3(21) co-fiduciary protection. Here’s how it works:

• In five steps, you and your financial professional can take advantage of a Mesirow Financial Elite List of investments from the core menu.

• Mesirow Financial will take fiduciary responsibility for ongoing selection and monitoring of the Elite List.

• Mesirow Financial will also act as a 3(21) fiduciary to the plan, providing you with extra fiduciary support and peace of mind.

• Mesirow Financial conducts an independent review of core menuinvestment options.

• Mesirow Financial develops an Elite List of investments.

The Elite List covers 5 core asset classes (along with other supplemental asset classes):• Large Cap Domestic Equity• Small Cap Domestic Equity• Large Cap Foreign Equity• Intermediate-term Bond• Cash Equivalent or Principal

Focused Extended Duration

The Suggested List is a subset of the Elite List that you may choose in whole or in part of your plan’s investment lineup.

You will receive a sample InvestmentPolicy Statement tohelp you document a prudent investmentselection process.

Mesirow takes fiduciary responsibility for ongoing selection and monitoringof the Elite List.

1 2 3 54

16

Investment reporting to keep you informedFiduciary Assure provides due diligence support for your investments. Here’s more information on the monitoring and reporting that’s part of Fiduciary Assure:

Mesirow Financial provides the monitoring and reporting service for the investments on the Elite List. Mesirow Financial closely monitors the funds on the Elite List to ensure the investments continue to meet the program’s rigorous guidelines. As part of its ongoing reporting, Mesirow Financial issues a quarterly Market Commentary and the Mesirow Financial POLICE Report®, both of which are posted on the Total Retirement Center plan sponsor website for your review. The Mesirow Financial POLICE Report® identifies any Elite List options that its analysts have flagged for:

Fiduciary coverage under the Fiduciary Assure program is offered by Mesirow Financial, which is not affiliated with MassMutual and its affiliates. Mesirow Financial refers to Mesirow Financial Holdings Inc. and its divisions, subsidiaries and affiliates. The specific role played by Mesirow Financial and the legal protection offered is governed by the agreement between Mesirow Financial and the plan sponsor. Nothing herein is intended to modify such agreement. The Mesirow Financial name and logo are registered service marks of Mesirow Financial Holdings Inc. ©2015, Mesirow Financial Holdings Inc. All rights reserved. Advisory services offered through Mesirow Financial Investment Management Inc. an SEC Registered Investment Advisor.

Performance Organizational issues

Legal issues

Investment policy changes

Consistency of style or strategy

Expenses

The MassMutual Funds are institutionally-managed, retirement-focused funds specifically designed for retirement plan participants.

17

Award-Winning MassMutual Funds

SUBADVISER SELECTION PROCESS

I N V E S T M E N T M A N A G E R U N I V E R S E

MASSMUTUAL FUNDS

Investors should consider an investment's objectives, risks, charges and expenses carefully before investing. For this and other information, see the applicable prospectus (and/or summary prospectuses, if available) for the investment options listed, available from your financial professional or our website. Read them carefully before investing.

MassMutual Funds

Includes award-winning funds and

strategies you can’t get anywhere else

Unique products and manager combinations

Retirement focus

Available mainly to retirement plan

participants, not retail investors

Specialized portfolio management by

acknowledged experts from across the industry

Multi-managed approach

• Best Mixed Assets: Small Fund Group (2013 and 2014)• Best Overall Small Fund Group (2014 and 2015)Target date and risk-

based fund series

MassMutual RetireSMARTSM Funds

Lipper, a wholly owned subsidiary of Reuters, is a leading global provider of mutual fund information and analysis to fund companies, financial intermediaries and media organizations.

18

Help your employees retire on their own termsHere’s an overview of our MassMutual RetireSMARTSM employee solutions. Details follow.

Diagnose: The MassMutual RetireSMARTSM

Ready Tool

Prescribe: targeted messages, meetings

Measure: statements/the RetireSMARTReady Tool

Guiding

More than 80 retirement education specialists

Webinars with generational coaches/third-party experts

Call center: • Four centers• Multi-award-

winning

RetireSMARTReady Tool: implement button or call center co-browse help

e4SM: changes on the spot

RetireSMART.com: intuitive design

Innovation

Big data: personas

One-to-one messaging

Social media: peer influencers

BA

C

Targeted messages

Human touch

Where do I need to go? Give me a live coach Make change easyHow to talk to me

19

Guiding your employees to retirement readinessJust like “plan health,” the term “retirement readiness” needs clarification too. So who’s “retirement ready”? A person on target to replace the amount of monthly income he or she will need at retirement.

A precise diagnosis of the

state of each employee’sretirement readiness

1

Prescribing specific, relevant actions to take

based on their needs

2

Checking up on theirprogress

3

We’ll apply MassMutual PlanALYTICSSM at the employee level in three stages:

20

Advanced resources to drive action at every stepIt’s hard to take action when the next step is neither clear nor personal and making changes is unintuitive. Your employees will get personalized direction with tools that make change easy and measurement precise.

1 Diagnose: The MassMutual RetireSMARTSM Ready Tool

2 Prescribe: Customized direction with changes that are easy to make

3Measure: Statements and the RetireSMART Ready Tool

Retirement paycheck goal

Suggested strategy: 75% chance

Currentstrategy: 35% chance

Shows the likelihood of replacing X% of preretirement income by age Y

• Data is prepopulated

• Entries are saved• Goals are

customized• Outside assets

accepted• One click to enact

changes (or have call center make)

Employees shown next moves to consider

• Targeted messages specific to the individual

• On-site direction from one of our 80+ on-site retirement education specialists

They choose their action station

Onsite meetings with e4SM

Website/RetireSMARTReady Tool

Call center

Helping employees stay on target with our top-ranked statements…*

…and the RetireSMARTReady Tool

*DALBAR has recognized MassMutual for its defined benefit and defined contribution plan statements,

with DB statements taking top billing in the category and DC statements earning an “excellent” rating.

21

Targeting employees differentlyHave you received a catalog lately for stuff you’d never purchase? If so, it’s probably in your recycle bin now. Likewise, getting your employees to “buy-into” retirement planning requires data-driven personalization.

MassMutual RetireSMARTSM: Targeting 96 personas based on relevant needs, demographics and preferences:

18-34 35-54 55+ 18-34 35-54 55+

SaveSign up Allocate Consolidate Prefers electronic Prefers printMale Female

Industry standard: Marketing to the masses

Live employee webcasts led by third-party experts representing different generations:

Farnoosh TorabiGen Y money coach and best-selling author

Dr. Jerry Webman Chief Economist, Oppenheimer Funds, Inc.

Elizabeth LeamyConsumer Correspondent for ABC News' "Good Morning America"

• 210,000 interactions and 75,000 one-on-ones in 2014

• Private phone consultationsfor your 55+ employees

• 43% of employees take action after on-site meetings1

• 75% take action after one-on-one meetings2

22

Serious live supportIt’s a fact: the quality of live support varies greatly between companies and touchpoints. We’ll give your employees a great, consistent experience through our call centers, webcasts and on-site teams.

We’re serious about on-site meetings We have 80+ retirement educational specialists located across the country with one job: helping your employees take informed action. Our specialists can conduct group meetings, one-on-one sessions and phone consultations.

12014 metrics.2For all 2014 on-site interactions.

Our live webcasts attract thousands9,500 employees attended our free live webcasts in 2014.

A different kind of call center experience Our four Participant Information Centers (PICs)

earned a 2014 Service Quality Management (SQM) World Class certification (based on 800 live SQM participant surveys in 2014). For people who

want awesome live support, we deliver.

More proof?We’ve earned ContactCenterWorld’s top-performing

call center awards seven years in a row

2008 2009 2010

2011 2012 2013 2014

23

Making change easyWe don’t innovate for the sake of having the latest shiny object in the room.We innovate to remove any barriers to making change.

RetireSMARTmobile app• Account balance• Rate of return• Asset allocation • Balances by

investment, source

On-site changes with e4 Apple® iPod Touch® devices Even the best-intentioned employees don’t always follow through. So we strike while the iron is hot with our e4 devices as well as through our Quick Enroll and Quick Increase programs. Powerful e4 results (2014 metrics):• 82% enrollment rate• 50% contribution increase rate• 30% allocation change rate

RetireSMART.com: Clear language, navigation and support

Co-browseOur call center is in sync withthe MassMutual RetireSMARTSM

Ready Tool: our reps see what your employees see and can make changes for them.

24

This is your timeWe are committed to helping you and your employees get the time you need to win. You deserve:

More time back into your day to focus

on your company’s growth

Contact your financial professional, your local MassMutual representative or call 800-874-2502, option 4 to get started.

Industry-leading precision and action plan health tools to help your

employees retire on their own terms

To make your company an even

more desirable place for top talent

1 of 4

These are our fees (we're worth every penny)ABC Sample

Prepared on 09/25/2015 Quote ID: 49702 C: 18926-01

PLAN ASSUMPTIONS

Plan Type 401(k) Plan

Total Number of Plans 1

Total Plan Assets $300,000

Total Annual Gross Contributions $200,000

Average Participant Balance 7,895

Total Participants with Balances 38

Service Model Bundled

Product Registered Product

MassMutual Investment Tier1 Tier 1

Self Directed Brokerage Account No

Investment Transfer Method2 Not Applicable

MassMutual RetireSMART Target Date Auto-diversify ConversionCredit2

Not Applicable

ESTIMATED PLAN COSTS

Weighted Annual Expense Ratio of Investment Options3 0.64%

Annual Asset Charge as % of Plan Assets4 2.40%

ESTIMATED ANNUAL PLAN COST5 3.04%

Ongoing (Annual Charges)4

Assets Annual Asset Charge

$0 - $1,000,000 2.40%

$1,000,001 - $2,000,000 1.30%

$2,000,001 - $3,000,000 1.05%

$3,000,001 - $5,000,000 0.90%

$5,000,001+ 0.80%

NOTE: As total plan assets change, the annual asset charge willincrease or decrease according to the schedule above.

2 of 4

Additional fee detailsABC Sample

BREAKDOWN OF COSTS

Target Revenue for Administrative Services 2.35%

Compensation to Your Financial Advisor6 0.40%

First Year Deposit-Based6 0.00%

Subsequent Year Plan Assets6 0.40%

Investment Providers7 0.29%

Plan Expense Reimbursement Account (PERA)8 0.00%

TOTAL ESTIMATED ANNUAL PLAN COST 3.04%

Transactional Fees (Typically Paid by Participants)

Distribution Fee $40 per distribution

Installment Payment Set-Up Fee $100 one time set-up

Annuity Payment Set-Up Fee $175 one time set-up

Loan Initiation Fee $125 per loan

Residential Loan Initiation Fee $125 per loan

Loan Maintenance Fee None

Other Considerations for This Proposal

Additional Plans Charge $0 first plan; $1,000 eachadditional plan

Estimated Make-Up Credit9 -

3 of 4

Endnotes408(b)(2) Plan Sponsor Fee Disclosure

Administrative Services RevenueInvestment Revenue 0.35%Asset Charge 2.40%Per Participant Charge 0.00%Flat Charge 0.00%

Total Administrative Services Revenue 2.75%Less Payment to Your Financial Advisor 0.40%Less Plan Expense Reimbursement Account 0.00%

Net Administrative Services Revenue 2.35%Less Cost for Participant Services 0.71%Less Cost for Plan Sponsor Services 0.94%

Cost for Recordkeeping Services as defined by 408(b)(2) 0.70%Our Proposal and its competitive preliminary summary feestructure are based on our standard menu of services, planinformation and specifications that have been made availableto us, including intermediary compensation and the structureby which the expense will be paid (e.g. throughrecordkeeping/administration expense or investment options,or a combination of both), as well as certain assumptions notedabove and the further assumption that data for conversion,contributions and testing will be provided in good order in anagreed-upon electronic format. It may be subject to revisionafter a more detailed review of your plan document, currentrecords, investment mapping and the services and investmentsyou ultimately select. If the plan and program differ materiallyfrom the assumptions used in this proposal, fees and costs maybe adjusted. We will explain any adjustments to you beforeasking you to execute the final contracts. MassMutual offerscertain optional services for which there will be additional fees.A list of the optional services and associated fees is availableupon request.

1. The three investment tiers make available a diverse selection of investment options based on theMassMutual Smart Architecture investment program. Plan sponsors may choose up to 25 investment optionsplus one lifecycle and/or lifestyle investment series per plan. MassMutual generates revenue from theinvestment options, asset charge and certain service and transactional fees to cover recordkeeping expenses,costs for other services provided to your plan and compensation paid to advisors based on the planassumptions listed in this proposal.2. If you select the Qualified Default Investment Alternative ("QDIA") conversion to the MassMutualRetireSMART fund suite for your plan, the MassMutual RetireSMART Target Date Conversion Credit (the"Credit") would be available as a result of the cost savings and revenue enhancement attributable to this formof conversion. This Credit would be available to offset administrative services expenses and is alreadyreflected in a reduced Target Revenue for Administrative Services. If another conversion method is selected,this Credit will not be available and the Target Revenue for Administrative Services will be adjusted.MassMutual Retirement Services reserves the right to reduce or eliminate the Credit and if the Credit isreduced or eliminated, an additional amount may need to be collected to make up the difference.3. Please see the accompanying MassMutual Retirement Services Investment Options for a complete listing of(i) the investment options currently included in the selected investment tier and (ii) the total expense ratiosfor each of these investments. The Weighted Annual Expense Ratio of Investment Options calculation does notinclude the Guaranteed Interest Account (GIA) investment option. The calculation is based on variableinvestment options only. The GIA credits a pre-set guaranteed rate regardless of performance and fees for theguaranteed period.4. Annual Asset Charge as a % of Plan Assets reflect any additional administrative expenses except fortransactional fees such as distribution fees and loan initiation fees.5. If the proposed contract includes a make-up credit, an additional 0.00% charge would be applicable for thefirst 5 contract years in return for MassMutual's agreement to credit the contract with an initial contributionequal to the sum of the amount transferred to MassMutual and the amount of the back-end load deductedfrom the plan's prior annuity contract at termination or market value adjustment applicable to the plan’sstable value investment at contract termination. This additional asset charge was calculated based on thecontract holder's estimate of the amount to be transferred and the amount of the back-end charge or marketvalue adjustment to be imposed under the prior contract. The actual asset charge may be different if either ofthose amounts change. If the contract is discontinued during the first 5 years, MassMutual may recover theremaining amount of the additional charge at termination.6. Compensation to your Financial Advisor reflects those payments that we anticipate making to your financialadvisor and that were specifically considered when preparing this proposal as follows:

First Year Percentage of Plan Deposits 0.00% Subsequent Year Percentage of PlanDeposits

0.00%

First Year Percentage of Plan Assets 0.40% Subsequent Year Percentage of PlanAssets

0.40%

To more accurately reflect the annual plan cost, the First Year Deposit Based compensation displayed in theBreakdown of Costs is the First Year Percentage of Plan Deposits amortized over the projected pricing horizon.Your financial advisor may also receive other forms of compensation from us. Please read the Disclosuresection entitled “forms of intermediary compensation” for additional information.

4 of 4

Endnotes408(b)(2) Plan Sponsor Fee Disclosure7. MassMutual’s investment platform includes proprietary investment options for which MassMutual serves asthe investment advisor and both affiliated and unaffiliated entities serve as investment sub-advisors (theMassMutual Premier and Select Funds), investment options advised by wholly owned subsidiaries ofMassMutual (OppenheimerFunds, Inc.) and unaffiliated third-party investment options. The revenue theinvestment providers retain for providing investment services will vary by the investment options you chooseand the share classes of those investments that you select. The investment providers’ revenue that isdisclosed is equal to the annual expense ratio for each investment option less the revenue attributable to suchinvestment option that is available to offset annual administrative services expenses. The annual expenseratio is disclosed in the accompanying MassMutual Retirement Services Investment Options list in thisproposal. The amount each investment option makes available to offset annual administrative servicesexpenses is available upon request and will be provided for the investment options selected before you enterinto a contract with MassMutual.8. A Plan Expense Reimbursement Arrangement (“PERA”) Account is a bookkeeping account established byMassMutual pursuant to a written agreement with a plan fiduciary. The PERA Account is available to the planfiduciary to pay reasonable plan administrative expenses. Amounts paid from the PERA Account come fromrevenues we receive from non-proprietary mutual funds. In accordance with applicable regulatoryrequirements, the PERA amount stated is subject to the plan generating sufficient revenues from theseinvestment options to fund the Account.9. Please read the Disclosure section “about your plan expenses and our compensation” for an explanation ofthe information presented in this chart.

1 of 4

This Cost & Disclosures section of the proposal identifies the portion of the expenses that your plan incurs that we retain as compensation for the services we provide to your plan. It is important to keep in mind that the revenue we retain is a part of, and is not additional to, your plan’s total expenses. Your plan’s total expenses are impacted by the nature and complexity of your plan, the investment options and share classes you select, the services you ask us to provide, any expense reimbursements we make, and the compensation we pay to your financial intermediary. Not all of the expenses described here will apply to your plan and we offer you various alternatives for structuring and paying for the services we provide.

We offer group annuity products and provide access to affiliated and unaffiliated mutual funds and bank collective trusts. In the group annuity product, mutual funds and bank collective trust funds are held by the separate investment accounts (SIA) in which your plan invests. Other investment options, such as the portfolio SIAs (SIAs that invest directly in a portfolio of securities rather than an underlying mutual fund or bank collective fund), Guaranteed Interest Account (GIA), Separate Account Guaranteed Interest Contract (SAGIC) and Capital Preservation Account are available through a group annuity contract.

Under our programs, plan expenses are generally paid in two ways: (1) expenses paid through or in connection with the plan’s investment options, and (2) fees paid directly by the plan sponsor or plan participants. We may be paid for our services, including our investment, administrative and recordkeeping services, in the same way – through the plan’s investments directly or through the plan directly.

Expenses paid through or in connection with the plan’s investment funds: The expenses paid through the plan’s investments (e.g., the investment’s “expense ratio”) cover some or all of the costs of investment management as well as the comprehensive plan recordkeeping and administrative services we provide.

Expense ratios and total weighted annual expense ratio: The Expense Ratio for each of the investments included in our investment program (other than the GIA, Company Stock, and self-directed brokerage accounts) is set forth in the accompanying schedule of Investment Options. The Expense Ratio is expressed as an annualized percentage of the investment options assets and refers to the amount paid from the investment options’ assets for investment management and other services and expenses (including any 12b-1 fees). It shows what your plan pays, along with all other investors, in connection with the investment option. Because this amount is deducted from the investment options assets, it is reflected in the investment options net investment performance.

An Investment’s Expense Ratio may change over time as invested assets and underlying operating expenses increase or decrease. More detailed fee information for mutual funds that serve as the underlying investments for SIAs you’ve selected is disclosed in each mutual fund’s prospectus.

Assuming a sample investment mapping has been prepared, the amount disclosed in the “Total from All Investment Options” line of the Annual Expense Ratio column on the Investment Options page of the Cost & Disclosures section of the proposal is the sum of the Expense Ratios for each of the investments weighted for the assumed percentage of plan assets invested in each. For example, if a plan invests 60% of its assets in Fund A, which has a total annual Expense Ratio of 100 bp, and 40% of its assets in Fund B, which has a total annual Expense Ratio of 50 bp, then the Total Weighted Annual Expense Ratio for the plan is calculated as follows:

As explained above, we retain a portion of the plan’s expenses as compensation for the services we provide. This section describes how we calculate the revenue (i.e., MassMutual’s share of the Expense Ratio) that we receive from each investment option (other than the GIA). Assuming a sample investment mapping has been prepared, the amount disclosed in the “Total from All Investment Options” line of the Annual Administrative Services Revenue column on the Investment Options pages of the Cost & Disclosures section of the proposal is the sum of the revenue received from each of the investments (calculated in the manner described above) weighted for the assumed percentage of plan assets invested in each.

Total Weighted Annual Expense Ratio:

Expense Ratio x Allocation % = Weighted Annual Expense Ratio

100 bps 60% 60 bps

50 bps 40% 20 bps

80 bps Total

Cost & Disclosures

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This information is provided to illustrate both the revenue we anticipate receiving in connection with each investment option in which your plan invests and our relative financial interest in your investment selections. Here’s how we arrived at our revenue rates included in the Schedule:

The revenue shown for bank collective trust funds and for mutual funds advised by unaffiliated advisers or by OppenheimerFunds, inc. (our subsidiary) equals the gross revenues (commonly referred to as “revenue-sharing payments”) paid to us by those funds or their investment advisors for making these funds available and/or for providing certain distribution, recordkeeping and/or other services to those funds.

For our own mutual funds (MassMutual Premier and Select Funds) or our portfolio SIAs, our revenue rates shown equal the gross revenues we receive from these investments less certain amounts we pay to others, including fee waivers/reimbursements, sub-advisor fees (which may be paid to affiliated sub-advisors), sub-administrator fees, 12b-1 fees, expenses we incur to establish and maintain these investment options, advisor margin and any other direct expenses of the investment option we are required to pay under our investment management agreements with the funds.

For our guaranteed separate investment accounts (Capital Preservation Account and SAGIC) our revenue rate is based on the revenue we receive from the assets invested in the account less the advisory fees paid to Babson Capital Management LLC (our affiliate). For the SAGIC and Capital Preservation investment options, MassMutual provides certain guarantees. These guarantees are supported by capital provided by MassMutual. Hence, the revenues shown in the appendices are net of the cost determined by MassMutual for the use of that capital. The revenue rate for the Capital Preservation Account is reduced by 40 bps and the SAGIC is reduced by 15 bps for the interest rate guarantee provided by MassMutual’s general investment account.

Guaranteed Interest Account (GIA) expenses: Our GIA is designed to provide participants a guaranteed rate of interest on deposits held for a specified period of time. Generally, we are required to return the principal and the promised interest regardless of the expenses we incur in investing the assets that support the GIA and regardless of the actual return on those assets within our general investment account. We assume the risk that the rate of interest we are required to pay under the GIA will be greater than our actual investment return on the deposited assets net of our expenses. Given the nature of the GIA, there is no guarantee that we will receive a pre-set level of revenue, as we do in connection with a mutual fund advisory fee or revenue sharing payment. And, although we retain the difference, if any, between the guaranteed rate and the investment return we actually earn on the deposits in our general account (net of expenses), this is not an additional expense to the plan. We believe that the best way to evaluate various guaranteed products is to compare the guaranteed interest rates credited to participants and other features of the products. Please read the section of the brochure entitled “Additional disclosures: GIA/SAGIC market value adjustment” for additional information regarding the operation of the GIA.

Loads, sales charges, redemption fees and surrender charges: Currently, none of the mutual fund investment options offered as part of our program impose front-end loads, sales charges or redemptions fees on the plan in connection with the purchase or sale of the plan’s interest. A surrender charge may apply if the plan terminates certain of our group annuity contracts. Surrender charges are typically expressed as a specified percentage of assets held in the group annuity contract and reimburse us for a portion of sales commissions we have paid but not recovered due to early contract termination. Any applicable surrender charge is disclosed in the “Surrender Charges” section of the Cost & Disclosures section of the proposal.

Make-up contract expenses: When a plan’s current investment contract is terminated and the plan’s investment account is immediately reduced by a market value adjustment (“MVA”) or a surrender charge, we may be asked whether it is possible to avoid immediate application of the MVA or surrender charge to participants’ accounts at the time of the conversion to your new investment agreement. We have the ability to offer a “make-up contract,” which is a unique insurance company product that permits you to maintain the book value of your participants’ accounts at the time of the conversion and to spread over a period of time the application of the MVA or surrender charge to participants’ accounts. To be able to take advantage of this feature, your make-up contract must offer a book value investment option, such as the GIA, SAGIC or Capital Preservation Account. In a GIA contract or Capital Preservation Account, the amount of the “make-up credit” will be recovered over a mutually agreed upon period of years (the “recovery period”) through the imposition of an increased asset charge or through a reduction in the crediting rate. If your contract is terminated before the end of the recovery period, a special asset charge will be applied to recover the remainder of the asset charge for the outstanding recovery period. In a SAGIC contract, the make-up credit will be recovered through a reduction in the SAGIC’s crediting rate. An asset charge recovery is not available under a SAGIC contract. At the termination of your SAGIC contract, the market value of the SAGIC separate investment account will be distributed. We reserve the right to refuse to issue a make-up contract, to convert a make-up contract form from one that recovers the make-up credit through a crediting rate reduction to one that recovers the make-up credit through an increased plan asset charge or to terminate the make-up contract if the actual amounts of the total plan assets transferred, the total assets transferred to the GIA or SAGIC, or the amount of the market value adjustment or contingent deferred sales charge to be made up differ from the assumptions set forth in the Cost & Disclosures section of the proposal.

When deciding whether to enter into a make-up contract, you must consider which participants are benefiting from the immediate application of the make-up credit and which participants are incurring an additional expense or realizing a reduced crediting rate over time as a result. Because these two groups are not necessarily the same, you must decide, consistent with your fiduciary duties, whether entering into a make-up contract is prudent and is in the best interest of all of your plan’s participants.

Cost & Disclosures

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Fees directly paid by the sponsor or plan or participants to MassMutual

In addition to expenses paid through or in connection with your plan’s investments options, you or your plan may also pay fees to us directly. These fees may be one-time or recurring and may be for services provided to the plan as a whole or to individual participants. You may have several options for paying these fees, including:

• paying these fees directly (i.e., out of your corporate assets)

• having your participants pay these fees by withdrawing them from participant accounts, or

• paying the fees from participant forfeitures (nonvested accounts left by terminated participants).

Generally, these fees constitute revenue to us. Exceptions to this general rule include expenses that we collect on behalf of third-party service providers (e.g., vendor expense for investment advice).

The Proposal lists the following direct fees as applicable to your plan:

Ongoing annual fees: Ongoing annual fees applicable to your plan are described under “Ongoing Annual Charges” in the Cost & Disclosures section of the Proposal. These expenses may be expressed as flat dollar amount, a percentage of the total assets invested with us or a dollar amount per participant.

Transactional and optional services fees: The Transactional Fees schedule contains a partial list of the services that may be requested by you and your participants for which a separate fee may apply.

Financial intermediary compensation

We generally sell our retirement plan services through intermediaries, including our career insurance agents, independent brokers (including insurance brokers, investment advisors, and registered representatives of broker-dealers), third party administrators of retirement plans, and consultants.

When your plan selects one of our products, we (or one of our affiliates) compensate the financial intermediary. The nature and level of services that intermediaries provide to us or plans, plan sponsors, and plan participants can impact the amount of compensation we pay to an intermediary with respect to a specific retirement plan sale. In addition, the form or method for compensating intermediaries varies from sale to sale.

Because we pay intermediary compensation from the revenue we receive on your plan, the level of intermediary compensation may impact our fee proposal for your plan. The Cost & Disclosures section of the Proposal identifies the proposed intermediary compensation that we have specifically taken into account in preparing your Proposal. A detailed explanation of the forms of intermediary compensation identified in the Cost & Disclosures section of the Proposal and other forms of intermediary compensation to which your intermediary may be entitled is set forth below.

Note that these compensation arrangements (and those that your intermediary may have with other providers) may provide an intermediary with a financial incentive to recommend one product or provider over another. As a fiduciary, you may want to take such compensation arrangements into account when evaluating recommendations from your intermediary. If you have any questions regarding the compensation that may be paid by us or other providers to your intermediary, you should contact the intermediary or his/her organization to determine if they have entered into any such agreements.

Forms of intermediary compensation

Commissions: The most common form of intermediary compensation we pay is a commission. Commissions normally are calculated as a percentage of assets and/or contributions. Commissions may be paid in the first year and/or paid on a periodic basis thereafter. Estimated compensation to the intermediary in basis points reflects the average annual basis points of compensation to be paid to your intermediary based on the compensation schedule detailed on the Proposal Assumptions page of the Cost & Disclosures section of the proposal. The dollars of estimated compensation to the intermediary are calculated by multiplying the average annual basis points by current plan assets. Basis point compensation is not paid on investment options paying 20 bp of revenue or less.

Distribution and shareholder service fees: Intermediaries may receive Distribution Fees or Shareholder Service Fees for services provided in connection with investments in our proprietary mutual funds. Distribution fees may be paid for providing services in connection with the distribution and marketing of investments in our proprietary mutual fund shares and for related expenses. Shareholder Service Fees may be paid for providing services to shareholders or maintaining shareholder accounts and for related expenses. Expenditures for Shareholder Servicing Fees may include: providing advice regarding the particular shareholder account options offered by the mutual fund in light of shareholder needs; delivering current prospectuses, reports, notices, and other information, including information about the mutual funds; providing support services, including answering participant inquiries; forwarding communications from the mutual funds to participants; and providing any other shareholder services with respect to the mutual funds which we may request.

Cost & Disclosures

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Sub-contracting services fee: We may compensate an intermediary for providing plan administrative services to the plan sponsor that we otherwise would provide ourselves. Such services might include, for example, assistance with enrollment meetings.

Sponsorship payment: We may compensate an intermediary for promotional activities not specific to any particular plan. For example, we may provide training support, conference support, marketing or other services to promote general awareness of our products or services.

Override payment: If an intermediary is associated with an organization that maintains a sales force (a “selling organization”) that sells our products, we may pay the selling organization an “override payment” pursuant to the terms of a written agreement. This payment is designed, in part, to defray a portion of the selling organization’s cost of maintaining a sales force. Override Payments are paid as either (i) a flat fee or (ii) a percentage of the compensation paid to the intermediaries that are affiliated with the selling organization.

Career agent cash and non-cash compensation: MassMutual career agents who sell our products may receive, in addition to commissions, productivity bonuses, credits towards their benefit plans, recognition items, and payment of the costs associated with conferences or seminars.

APPLICABLE TO GROUP ANNUITY CONTRACTS ISSUED IN NEW YORK ONLY: The intermediary who is selling you the group annuity contract for which you are applying has been authorized by MassMutual or its affiliated domestic insurance companies to sell such product and will receive compensation from MassMutual based in whole or in part on the group annuity contract you purchase. The compensation paid to the intermediary may vary depending on a number of factors, including but not limited to, the group annuity contract you purchase, the premium amount, the issuing company of the contract you purchase, and the volume of business the intermediary provides to MassMutual. Please contact your intermediary if you would like more information about the compensation the intermediary expects to receive in connection with the group annuity contract you purchase and about compensation he or she would have received on any alternative quote(s) presented to you.

Additional disclosures

Fiduciary responsibility: In making the investments under our products available, we are not acting as a fiduciary of your plan. The Plan Sponsor or its delegate is responsible for selecting the investment options for the Plan, including the investment options to which Plan assets are mapped. When performing our non-discretionary administrative services for the Plan, we act only in the capacity of a service provider and not in any fiduciary capacity. The Plan Sponsor is responsible for appointing an Administrator who has discretionary authority in the administration of the Plan.

GIA/SAGIC market value adjustment: If your plan invests in the GIA or SAGIC and you later completely or partially terminate your group annuity contract, your plan will receive the market value (also sometimes called the liquidation value) of its investment instead of the book value that is reported on participant statements while the contract is active. The market value for the GIA is determined by a formula contained in the contract, which is designed to reflect the value of the underlying general account assets in the current market for fixed income investments. The market value for the SAGIC equals the value of the underlying separate investment account assets. In both the GIA and the SAGIC, the market value may be more or less than the book value of your contract’s interest, which means that upon partial or full contract termination, a participant’s account balance in these investment options (which is normally book value) may be either increased or decreased. While the contract is in force, participant directed transfers and distributions from the GIA or SAGIC do not trigger a MVA.

GIA rate establishment: A Guaranteed Interest Rate is an effective annual rate of interest credited at its equivalent daily rate to amounts in the GIA as of the close of business daily. MassMutual will establish the Guaranteed Interest Rate on a semi-annual basis. For single-rate pooled Agreements, the initial Guaranteed Interest Rate is determined by the Guaranteed Interest Rate in effect on the plan’s service start date at MassMutual. For individually-rated Agreements, the initial Guaranteed Interest Rate is determined by the rate quoted in the proposal and subject to the 90-day proposal guarantee period.

MassMutual will also establish a minimum interest rate that will apply for the duration of the agreement (the “Agreement floor rate”). The Agreement floor rate is formula-based using the National Association of Insurance Commissioners (NAIC) calculation method. It is based on the six month average of the five-year constant maturity treasury rate as published by the Federal Reserve, less 0.75%, rounded to the nearest multiple of 0.05%. The Agreement floor rate calculation is subject to a minimum of 1.00% and a maximum of 3.00%. The Agreement floor rate is determined using the rate in effect on the plan’s service start date for single-rate pooled and individually-rated Agreements.

Forms of intermediary compensation (continued)

Cost & Disclosures

©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) [of which Retirement Services is a division] and its affiliated companies and sales representatives. RS-36811-02.