THE CHILDREN'S HOSPITAL OF PHILADELPHIA RETIREMENT …THE CHILDREN'S HOSPITAL OF PHILADELPHIA...

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THE CHILDREN'S HOSPITAL OF PHILADELPHIA

RETIREMENT SAVINGS PLAN

Summary Plan Description

July 1, 2013

TABLE OF CONTENTS

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INTRODUCTION ...................................................................................................................... 1

DEFINITIONS ........................................................................................................................... 3

ELIGIBILITY .............................................................................................................................. 5

Employer Matching Contributions .................................................................................. 5 Employer Discretionary Contribution ............................................................................. 7 How Do I Participate? .................................................................................................... 7

CONTRIBUTIONS .................................................................................................................... 8

How Much Can I Contribute? ......................................................................................... 8 Pre-Tax Salary Reduction Contributions ........................................................................ 8 Changes to Your Contributions ...................................................................................... 9 Rollover and Transfer .................................................................................................... 9 Vesting .......................................................................................................................... 9

DISTRIBUTIONS .....................................................................................................................10

Age 59½ .......................................................................................................................10 Hardship Withdrawals ...................................................................................................10 Loans 11 Timing of Distributions ..................................................................................................12 Beneficiary Designation ................................................................................................12 Forms of Distribution ....................................................................................................12 Death Benefit................................................................................................................14 Taxation of Distributions ...............................................................................................14

ROLLOVERS ...........................................................................................................................16

SAVER'S TAX CREDIT............................................................................................................16

HOW TO APPLY FOR BENEFITS, AND CLAIMS PROCEDURES ..........................................17

INVESTMENTS .......................................................................................................................18

BENEFITS OF PARTICIPATION IN THE PLAN .......................................................................19

ACCOUNT STATEMENT .........................................................................................................19

MISCELLANEOUS INFORMATION .........................................................................................19

Plan Termination or Amendment ..................................................................................19 Protection from Creditors ..............................................................................................20 Domestic Relations Orders ...........................................................................................20 No PBGC Insurance .....................................................................................................20

STATEMENT OF ERISA RIGHTS ...........................................................................................21

IMPORTANT INFORMATION ..................................................................................................22

Plan Sponsor ................................................................................................................22 Plan Administrator ........................................................................................................22 Plan Identification .........................................................................................................23 Investment Providers ....................................................................................................23 Agent for Service of Legal Process ...............................................................................23

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INTRODUCTION

The Children's Hospital of Philadelphia (the "Hospital") wants to help provide its employees

with an opportunity to retire comfortably. For this reason, the Hospital has established The

Children's Hospital of Philadelphia Retirement Savings Plan (the "Plan") to provide employees

of the Hospital, Children's Surgical Associates, and Children's Anesthesiology Associates with a

means to prepare for a successful retirement. If you participate in the Plan, you will have the

advantage of saving on a pre-federal income tax basis through payroll deduction. Some Plan

highlights include:

■ To participate, you must be employed by The Children's Hospital of Philadelphia, Children's

Surgical Associates, or Children's Anesthesiology Associates. Students, nonresident aliens

with non U.S. Source income, Leased Employees, employees who are a member of a

collective bargaining agreement that has not negotiated to participate in the Plan, and any

individual who is paid through the University of Pennsylvania are ineligible to participate in

the Plan. For Plan participation, you are considered an "employee" only if you are

specifically treated or classified as an employee on the records of the Hospital, Children's

Surgical Associates, or Children's Anesthesiology Associates for purposes of withholding

federal employment and income taxes. If you are classified by the Hospital, Children's

Surgical Associates, or Children's Anesthesiology Associates as an independent contractor,

consultant, leased employee, or similar type of non-employee position, you are specifically

excluded from Plan participation, even if a court, the Internal Revenue Service (IRS), or

another agency retroactively reclassifies you as an employee.

■ You may contribute a percentage of your annual compensation (pay) on a pre-federal income

tax basis. These contributions are called "Pre-Tax Salary Reduction Contributions." To

participate, you may contribute a percentage of your bi-weekly pay, in whole percentage

amounts, up to a $17,500 annual limit in 2013 or 75% of your pay, whichever is less, as soon

as you complete an Hour of Service. If you are age 50 or over, or you turn age 50 during the

year, you may contribute an additional $5,500 in 2013. These amounts are periodically

adjusted by the IRS to account for increases in the cost of living.

■ Your employer will provide Employer Matching Contributions – if you meet the following

requirements:

1. You must have completed one Year of Service with your employer. If you have been

rehired by a participating employer within 12 months and you previously had at least one

Year of Service, you will be eligible to receive Employer Matching Contributions

immediately upon rehire. If you previously worked less than one year before rehire, your

prior service will be counted toward the one-year requirement; and

2. You must be currently contributing;

▪ Employer Matching Contributions are made after each pay period if you meet the criteria

above.

■ TIAA-CREF is the investment provider. TIAA-CREF offers a range of investment options

to choose from. One of the investment options, known as the Life Cycle Fund, is the Plan's

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Qualified Default Investment Alternative. It is important to realize there is risk in all

investments. In selecting your investment funds, therefore, you should be aware that the

value of these investments can increase or decrease and that one fund may present more risk

than another. Neither the Hospital nor the Plan guarantees your accounts against loss.

■ You may choose to invest your contributions and Employer Matching Contributions, if

applicable, in any of the available investment fund options of the Plan. Employer Matching

Contributions will automatically be invested in the same manner as your Pre-Tax Salary

Reduction Contributions. In the absence of an affirmative election, your contributions and

Employer Matching Contributions will be invested in the Qualified Default Investment

Account.

■ All contributions are immediately vested.

■ Contributions and earnings are tax-deferred until paid out to you.

This summary plan description has been prepared in order to familiarize you with the provisions

of the Plan. The legal rights of any person under the Plan are determined solely by the

provisions of the Plan document. In the event of any conflict between this summary and the

official document, the Plan document will always govern. If you wish to see a copy of the

official Plan document, contact the Plan Administrator. Participating in the Plan does not

guarantee employment.

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DEFINITIONS

Some important terms that you should know as you read this summary are listed below. Review

these terms and refer to them, as needed, when reading this summary.

"Compensation" or "Pay" means the total amount paid to you by your Employer for the

performance of services as an employee during the Plan Year up to a maximum of $255,000 (as

adjusted for cost-of-living increases after 2013). As used in this summary, "Compensation"

includes overtime, shift differential, bonus payments that are performance-based, and any

amounts contributed by you through salary reduction contributions to benefit plans (such as

health insurance) sponsored by the Employer. Compensation does not include differential wage

payments, severance pay, paid personal leave cashout payments, pay that you receive from an

entity other than the Employer, moving expenses or fringe benefits (both cash and noncash,

including tuition reimbursement, scholarship and clinical skills incentives), short-term disability

payments (including salary continuation payments), reimbursements or other expense

allowances, contributions by an Employer to this or any other plan or plans for the benefit of its

employees (other than the elective deferrals described above), nonperformance-based incentive

pay (such as referral bonuses, signing bonuses, other recruitment payments, and retention

bonuses that are subject to repayment if services are not performed for the required period),

deferred compensation (e.g., distributions from a Code Section 457 plan), or welfare benefits.

"Employer" means The Children's Hospital of Philadelphia, Children's Surgical Associates, or

Children's Anesthesiology Associates.

"Employer Discretionary Contributions" are amounts contributed by your Employer for eligible

employees– the amount is determined at the sole discretion of the Employer.

"Employer Matching Contributions" are amounts contributed by your Employer for eligible

employees – 50 cents for each dollar an employee contributes to the Plan up to 4% of

Compensation (maximum 2% match) or 50 cents for each dollar an employee contributes to the

Plan up to 6% of Compensation (maximum 3% match) depending on your employment category.

"Hours of Service" are hours for which you are directly or indirectly paid or entitled to payment

by the Employer, including certain periods during which no duties are performed. Hours for

which you are paid at more than a regular rate - overtime, for example - count only as one hour

of service. Hours of Service include any back pay that you have been awarded and certain kinds

of paid time off, such as vacations, holidays, and paid leaves of absence. Hours of service are

also credited for absence due to military service, as long as you return to work within the time

allowed by laws governing veterans' reemployment rights. The maximum number of hours you

can receive during paid time off, or any other time while you are not performing duties for the

Employer is 501 hours (except military service).

"Pre-Tax Salary Reduction Contributions" are amounts authorized by you to be deducted from

your Compensation and contributed to your custodial account(s) or annuity contract(s).

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"Spouse" means an opposite or same-sex spouse as determined under the marriage laws of the

applicable state in which the marriage occurred. Evidence of confirmation of spousal status may

be required by the Plan Administrator.

"Year of Service" means a 12-month period of service with the Employer. Service is counted

beginning on your employment commencement date. Your prior service will be taken into

account if you leave and are then rehired within 12 months.

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ELIGIBILITY

Who is Eligible?

If you are an employee of the Hospital, Children's Surgical Associates, or Children's

Anesthesiology Associates, then you are eligible to make Pre-Tax Salary Reduction

Contributions under this Plan after you

— complete one Hour of Service; and

— complete the enrollment process.

You may not participate in the Plan if you are a student, nonresident alien with non U.S. Source

income, Leased Employees, employee who is a member of a collective bargaining agreement

that has not negotiated to participate in the Plan, or are paid through the University of

Pennsylvania.

Once you are eligible to participate in the Plan, you will always be eligible to participate. If you

were eligible to participate in the Plan when your employment with the Employer terminated and

you are subsequently rehired into an eligible position, you will automatically be eligible to

participate in the Plan upon your date of rehire.

Employer Matching Contributions

If you participate in the Plan and satisfy the eligibility requirements described below, you will

automatically receive an Employer Matching Contribution each payroll period. The amount of

Matching Contributions for which you are eligible depends on your employment classification

described below.

Class A Participants: You are a Class A Participant if you elected to continue your participation

in the Pension Account Plan.

Class B Participants: All other Participants who are not participating in the Pension Account

Plan.

If you are a Class A Participant, but terminate employment or transfer out of eligible

employment status after January 1, 2014 and are reemployed or transfer back to eligible

employment status in a subsequent plan year, you will resume coverage under this Plan as a

Class B Participant.

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The chart below shows the Participant classifications, whether Retirement Choice applied and

what match applies.

Employee Category Choice Match Level Entry Date

New hires after 6/30/2013 No Higher Match Date eligibility requirements are

met

Residents and Fellows who

are Physicians

No Higher Match Date eligibility requirements are

met

Employed on 6/30/2013 and

through 12/31/2013 in

eligible category

Yes Depends on

Choice

If chooses higher match, choice is

effective 1/1/2014; or date

eligibility requirements are met

Employed on 6/30/2013 and

terminates after 6/30/2013

but is reemployed before

1/1/14 in eligible category

No Lower match

through

12/31/2013 and

higher match

effective 1/1/2014

Date of reemployment, or date

eligibility requirements are met,

whichever is later.

Not employed on 6/30/2013,

and is reemployed after

6/30/2013, or transfers from

ineligible status to eligible

status after 6/30/2013

No Lower match

through

12/31/2013 and

higher match

effective 1/1/2014

Date of reemployment, transfer in

status or date eligibility

requirements are met, whichever

is later.

Terminates after 1/1/2014

and rehired within same plan

year

NA Same match rate

as applied prior to

termination

Date of reemployment or date

meets eligibility requirements if

later

Terminates after 1/1/2014

and rehired in subsequent

plan year

NA Higher Match Date of reemployment or date

meets eligibility requirements if

later

Transfers from eligible status

after 12/31/2013 to ineligible

status and back to eligible

status in same plan year

NA Same match rate

as applied prior to

transfer

Date of transfer or date meets

eligibility requirements if later

Transfers from eligible status

after 12/31/2013 to ineligible

status and back to eligible

status in subsequent plan

year

NA Higher Match Date of transfer or date meets

eligibility requirements if later

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If you are a Class A Participant, the Employer Matching Contribution is equal to 50% of your

Pre-Tax Salary Reduction Contributions to the Plan, up to 4% of your contributions. (In other

words, if you contribute 4% of your Compensation, the Employer will match 2% of your

Compensation.)

If you are a Class B Participant, the Employer Matching Contribution is equal to 50% of your

Pre-Tax Salary Reduction Contributions to the Plan, up to 6% of your contributions, effective

January 1, 2014 or the date meeting eligibility requirements if later. (In other words, if you

contribute 6% of your Compensation, the Employer will match 3% of your Compensation.)

You must make a Pre-Tax Salary Reduction Contribution to the Plan in order to get these

Employer Matching Contributions. You are eligible to receive Employer Matching

Contributions made under the Plan if you are currently contributing.

Prior to January 1, 2013, in order to receive an Employer Matching Contribution, a contributing

Participant also had to have completed one Year of Service with the Employer, be scheduled to

work at least 20 hours per week, and not be employed as a per diem employee.

After the close of the year, the Plan will pay a true-up Employer Matching Contribution once a

year equal to the difference, if any, between the Employer Matching Contributions you would

have received if Employer Matching Contributions were made at the end of the Plan Year

(instead of after each payroll period) and the Employer Matching Contributions you actually

received. This true-up contribution will be made as soon as administratively possible after the

end of the Plan Year.

Employer Discretionary Contribution

If you are an eligible Plan participant, the Hospital may make a performance-based Employer

Discretionary Contribution. Employer Discretionary Contributions are not guaranteed.

To be eligible to receive an Employer Discretionary Contribution, you must be eligible for an

Employer Matching Contribution (described above,) and you must be employed by the Employer

on the last day of the fiscal year ending within the Plan Year. You will not receive an Employer

Discretionary Contribution if you are classified on your Employer's payroll system as a per diem

employee or if you are normally scheduled to work less than 20 hours per week.

How Do I Participate?

To participate, you may enroll online at www.tiaa-cref.org/chop. In order to use the website, you

must create a user ID and password. To do so, you must provide your social security number,

date of birth, and TIAA-CREF contract number. You may complete a salary reduction

agreement, choose your plan investments, and designate your beneficiary online.

You'll receive an Employer Matching Contribution on the next available payroll date after

becoming eligible for the match if you are already contributing. If you are not a Plan participant

when you become eligible for an Employer Matching Contribution, you will begin to receive an

Employer Matching Contribution after you complete the enrollment process. Retroactive salary

deferrals and employer matching contributions are not permitted.

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Automatic Enrollment

You will be enrolled automatically in the Plan unless you make an opt-out election prior to your

eligibility date or you do not affirmatively elect to make Pre-Tax Salary Reduction Contributions

at a different level than that specified for automatic enrollment. If you are enrolled automatically

in the Plan, your Pre-Tax Salary Reduction Contribution rate will be 4% of your compensation.

You may change your contribution rate, or stop your contributions, at any time.

Your payroll deductions will begin on the first day of the payroll period coincident with or next

following the date on which you complete 60 days of employment and within 30 days of

receiving the automatic enrollment notice, or as soon thereafter as is administratively practical.

Unless you elect otherwise, your pre-tax contributions will be invested in the applicable TIAA-

CREF Lifecycle Fund based on your date of birth, as reflected in the chart below. You will need

to designate whom you want as your beneficiary. Each of the TIAA-CREF Lifecycle Funds is

designed to provide a single diversified portfolio managed with a target retirement date in mind.

The target date is the approximate date when investors expect to begin withdrawing money from

the fund. See the Chart that describes each Lifecycle Fund at the back of this Summary Plan

Description.

You have the option to withdraw that portion of your contributions attributable to automatic

enrollment if you make an election by the latest of 90 days after you received the automatic

enrollment notice or 30 days after the date that the first automatic payroll deduction is applied to

your compensation. The effective date of the withdrawal will be as soon a possible thereafter.

Any amount withdrawn is not eligible for Employer Matching Contributions.

CONTRIBUTIONS

How Much Can I Contribute?

Generally, you can contribute up to $17,500 annually (this amount is adjusted by the IRS to

account for increases in the cost of living) or the maximum percentage of your pay set by the

Plan (currently 75%), whichever is less. You decide how much of your bi-weekly pay to

contribute. You must designate a percentage of your pay, in whole number increments.

If you are age 50 or over, or you turn age 50 during the year, you can contribute an extra $5,500

in 2013 (this amount is adjusted by the IRS to account for increases in the cost of living).

In addition, your total contributions to the Plan, including your contributions and any Employer

Matching Contributions made on your behalf, cannot exceed 100% of your Compensation for

any Plan Year.

Pre-Tax Salary Reduction Contributions

"Pre-tax" means your contributions go directly into the Plan and you do not pay federal income

taxes on these contributions. For example, if you earn $500 a week and contribute 5% of your

Compensation, or $25 a week, you are taxed on $475 for federal income tax purposes.

Pennsylvania and New Jersey residents must pay state income taxes on Pre-Tax Salary

Reduction Contributions, and these contributions are also subject to the Philadelphia city wage

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tax. Also, Social Security and Medicare taxes will be withheld on your Pre-Tax Salary

Reduction Contributions (up to the applicable dollar amount for Social Security contributions).

Pre-Tax Salary Reduction Contributions in excess of the maximum amount allowable will be

returned to you, along with any increase in the value of your account attributable to these excess

contributions, by April 15th

of the year following the year the contributions were made. If you

participate in any other plans to which you make Pre-Tax Salary Reduction Contributions, keep

in mind that the annual contribution limits apply to each person, not per plan. It is your

responsibility to periodically check your total contributions to all plans to make certain that your

contributions do not exceed the maximum allowable amount. If you have any questions

regarding the limits on your contributions, please ask your Plan Administrator.

Changes to Your Contributions

You will want to keep the following guidelines in mind when contemplating changes to your

contributions:

■ You can change your deferral percentage at any time.

■ You can discontinue your contributions at any time.

■ If you leave employment with the Employer to perform military service and return within the

time required by law, you have the right to make up contributions you have missed. Contact

the Plan Administrator for details.

Changes to Your Investment Allocation

You may make changes to your various investment options as often as you wish, subject to

administrative and fund restrictions.

Rollover and Transfer

Rollover contributions and transfers from other 403(b) plans, qualified 401(k) or 457(b) plans, or

IRAs are allowed if permitted by the custodial account or annuity contract that governs the

investment option(s) you choose. Rollovers to the Plan are not permitted for Roth contributions

or any other after-tax contribution sources. You will not be eligible for an Employer Matching

Contribution for these contributions. These contributions are not subject to taxation until

withdrawn.

Questions regarding the rollover process or obtaining the necessary paperwork may be directed

to TIAA-CREF.

Vesting

You always have a nonforfeitable right to all amounts you contribute to the Plan (and earnings

thereon). Additionally, once you are eligible to receive the Employer Matching Contributions

you are immediately vested in those contributions.

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DISTRIBUTIONS

The primary purpose of the Plan is to provide you with a means to build retirement income.

However, there are certain circumstances when you may borrow from your account or make

withdrawals while you are still employed. All distributions are subject to the terms and

conditions imposed by the custodial account or annuity contract, which governs the investments

you select. In addition, government regulations impose certain limits on all withdrawals from

retirement plans. You should consult your tax advisor to determine how these rules affect you.

Age 59½

You may take a distribution, without penalty, from your contributions and Employer Matching

Contributions, if any, upon attainment of age 59 ½. If you are married, your spouse will have to

consent to the withdrawal. All distributions are subject to the terms and conditions imposed by

the custodial account or annuity contract, which governs the investment options you select. Be

aware that government regulations impose certain limits on all withdrawals from retirement

plans. You should consult your tax advisor to determine how these rules affect you.

Hardship Withdrawals

If permitted under the investment option(s) you choose, you may be permitted to make hardship

withdrawals under the Plan. All hardship withdrawals are subject to the terms and conditions

imposed by the custodial account or annuity contract that governs the investment options you

select. However, government regulations impose certain limits on all withdrawals from

retirement plans.

Hardship withdrawals are allowed from your Pre-Tax Salary Reduction Contributions (but not

earnings) and Employer Matching Contributions, if any. If you are married, your spouse must

consent to the withdrawal before it can be granted. Hardship withdrawals may not be rolled

over.

A hardship may be granted if there is an immediate and heavy financial need for one of the

following reasons and other sources of funds are not available to meet the need:

■ non-reimbursed medical expenses for you, your spouse or any dependents;

■ costs related to the purchase of your principal residence (excluding mortgage

payments);

■ payment of tuition and related fees for the next twelve months of post-secondary

education for you, your spouse or dependents;

■ payments required to prevent eviction or foreclosure on the mortgage of your

principal residence;

■ payments for burial or funeral expenses for your spouse, parents, children or

dependents, and

■ expenses relating to the repair of damage to your principal residence that would

qualify for the casualty deduction under Section 165 of the Internal Revenue Code.

To qualify for a hardship withdrawal, you must demonstrate, to the satisfaction of the Plan

Administrator, that:

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■ You have a severe financial hardship that cannot be relieved from another source;

■ You have exhausted all available distributions and non-taxable loans (NOTE: You must take

all available loans from this Plan before you are eligible for a hardship withdrawal); and

■ You can provide the Plan Administrator with one of the following documents:

■ Copies of bills and insurance claim statements for uninsured medical expenses;

■ Copy of purchase agreement of primary residence;

■ Copy of bill for tuition;

■ Copy of the eviction notice or notice of foreclosure;

■ Copy of damage estimates for casualty loss; or

■ Copy of bill from funeral home, and proof of relationship, for qualified funeral

expenses

If you are approved for a hardship, the amount of the distribution should not exceed the

minimum amount needed to cover the hardship. In addition, you are required to stop your

participation in the Plan and may not make contributions again for six months. It is your

responsibility to notify your employer that you wish to resume your contributions after the six-

month period has expired; your contributions will not resume automatically.

Loans

If permitted under the investment option you select, you may apply for a loan under the Plan.

All loans are subject to the terms and conditions imposed by the custodial account or annuity

contract, which governs the investment option(s) you select. However, there are special rules

that govern these loans, as follows:

■ Your outstanding loan balance cannot exceed the lesser of:

— $50,000 (reduced by the highest value of any outstanding loan balance during the

preceding twelve month period), or

— 45% of your account balance invested in the custodial account or annuity contract

from which you are making the loan.

■ If you are married, your spouse must consent to the loan before it can be approved.

Repayment and Collateral: Generally, the loan must be repaid in regular installments over a

period of no greater than five years. A longer repayment period may be permitted under certain

circumstances, subject to the rules of the investment provider. Repayment may be made on a

monthly (via ACH debit) or quarterly (via paper check) basis. You must pledge the vested

portion of your account balance as collateral. Interest on a loan will be charged at a rate equal to

that which could be obtained from a lending institution for a similar loan.

Default Amount: Any repayment not received by TIAA-CREF at its home office (730 Third

Avenue, New York, NY 10017-3206) within the calendar month in which it is due will be in

default.

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Amounts in Default: To the extent permitted under federal law, TIAA-CREF will deduct the

amount in default or any portion of that amount from the accumulation under the certificate. The

outstanding loan balance will be reduced by the deduction, less any default charge.

Any amount in default or any portion of that amount on which TIAA-CREF cannot deduct the

amount in default will continue to accrue interest at the loan interest rate, until TIAA-CREF can

deduct it

Notwithstanding the above, the investment options in which you elect to deposit plan

contributions made on your behalf may have additional rules relating to loans. Consult TIAA-

CREF for more details.

Timing of Distributions

Generally, except as provided above, a distribution from the Plan may be made only upon your

retirement or other termination of employment, disability or death. The funds in which you have

elected to invest may have certain requirements that must be satisfied before a distribution to you

may be made. You should refer to TIAA-CREF for further information on distributions.

You must begin to take distributions from the Plan no later than the April 1 following the

calendar year in which you attain age 70½ or retire, if later. If you fail to begin distributions in a

timely manner, you may be assessed a 50% penalty tax on the amount required to be distributed.

If you die, your benefits under the Plan will be paid to your beneficiary. As required by law,

married employees' spouses shall be deemed to be their beneficiaries unless a spousal consent to

the designation of another beneficiary has been filed (see below).

Beneficiary Designation

When you enroll, you will be asked to name your beneficiary — the person who will receive the

benefit from the Plan in the event of your death. Married employees' spouses shall be deemed to

be their beneficiaries unless a spousal consent designating another person has been filed. With

spousal consent, you can name anyone, including an organization, as your beneficiary, and you

can change your beneficiary at any time. You may complete a beneficiary designation form

online at www.tiaa-cref.org/chop, or request a form directly from TIAA-CREF.

Forms of Distribution

You may select from a variety of distribution options under the Plan, subject to the requirements

of the investment vehicle(s) you are participating in. Most annuity contracts will distribute your

benefit to you in the form of a life annuity, unless you elect another form. Custodial accounts

generally make distributions in the form of a lump sum or as a series of installments, as you

elect. However, you must look to the specific investment vehicles for more detailed guidance on

your particular options.

Normal Form of Benefit

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Unless you choose an optional form of payment (with your spouse's consent, if you are married),

your Plan benefit will be paid as follows:

• If you are unmarried, your benefit will be paid as a Life Annuity, which provides

monthly payments over your lifetime only. No payments are made to anyone else

after your death.

• If you are married, your benefit will be paid as a Qualified Joint and Survivor

Annuity with your surviving spouse as beneficiary. The Qualified Joint and

Survivor Annuity provides a reduced monthly benefit over your lifetime, with a

benefit to your surviving spouse after your death equal to 50% of the benefit you

had been receiving. Since benefits are payable during two lives (your life and

your spouse's life), the amount of your retirement benefit will be reduced so that

the Qualified Joint and Survivor Annuity benefit is actuarially equivalent to your

retirement benefit payable in the Life Annuity form in terms of the total amount

which will be paid out. The reduction is based on your age and your spouse's age

on the date you retire.

Optional Payment Methods

Subject to the spousal consent requirements, all Participants, married or unmarried, may choose

to have their benefits paid under an optional form instead of the normal forms described above.

Your form of benefit will be irrevocable once your benefit begins.

The Plan's optional forms of payment include:

• Life Annuity. You may elect to receive monthly payments for your life. Your

monthly payments under this option are larger than those under the Qualified

Joint and Survivor Annuity. However, all payments stop when you die regardless

of your marital status. If you are married and elect this option, your Spouse must

consent to your election. This is the automatic payment form if you are

unmarried, unless you elect a different payment option.

• Joint and Survivor Annuity. Pays reduced fixed monthly payments to you

during your lifetime. Upon your death, your designated beneficiary, if he or she

survives you, will receive monthly payments for the rest of his or her lifetime, in

an amount equal to 50%, 662/3%, 75%, or 100% of the monthly benefit payments

that you received during your lifetime. The amount of benefit the survivor

receives depends on the joint and survivor annuity you elect. For example, you

may elect a Joint and 50% Survivor Annuity under which your designated

beneficiary, if he or she survives you, will receive payments for the rest of his or

her lifetime in an amount equal to 50% of the amount of the monthly payments

that you received during your lifetime. This form of payment can be elected with

or without guaranteed periods of 10, 15, or 20 years.

• Term Certain & Life Annuity. Pays reduced fixed monthly payments to you for

your lifetime. You may elect a guaranteed payment period of 10, 15, or 20 years.

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If you die within the guaranteed payment period, monthly payments continue to

your designated beneficiary for the remainder of the guaranteed payment period.

At the end of the guaranteed payment period, payments to your beneficiary cease.

If you live beyond the guaranteed payment period, payments will continue until

your death, at which time all benefits cease, and no payments will be due to be

paid to your designated beneficiary. You may elect the guaranteed payment

period but it cannot exceed the number of years of your remaining life

expectancy, or the joint life expectancy of you and your designated beneficiary.

(Life expectancies are determined from mortality tables published by the Internal

Revenue Service.)

• Systematic Withdrawals. This service allows you to specify the amount and

frequency of payments. Once payments begin, they will continue at the frequency

you specify (i.e., monthly, quarterly, semi-annually, or annually). You can

change the amount and frequency of payments, as well as stop and restart

payments, as your needs dictate. Once you have received the entire amount of

your accumulations, no future benefits from Plan will be payable to you, your

spouse, or beneficiaries upon your death.

• Fixed Period Annuities. This option enables you to receive benefit payments

over a fixed period between two and 30 years in duration. At the end of the

selected period, all payments stop. If you die during the selected period,

payments will continue in the same amount to your beneficiary for the remaining

period.

• Lump sum option. This option is a single sum cash distribution.

If the value of your account does not exceed $5,000, it is only available in the form of a lump

sum distribution.

Death Benefit

If you are married and you die prior to the start of retirement benefit payments, and a valid

waiver of and consent to the spousal entitlement to receive benefits has not been executed by you

and your spouse, your surviving spouse will receive a benefit of 50% of the full current value of

your interest in your account payable as an annuity for the life of your surviving spouse, unless

your surviving spouse elects to receive such benefit in any other form available under one of the

payment methods offered. The remaining 50% is payable to any beneficiary of your choosing.

If you are unmarried and you die prior to the start of retirement benefit payments, your

beneficiary will receive a benefit of 100% of the full current value of your interest in your

account payable as an annuity for the life of your beneficiary, unless your beneficiary elects to

receive such benefit in any other form available under one of the payment methods offered.

Taxation of Distributions

When you (or your beneficiary) receive a distribution from the Plan, the taxable portion of your

DB1/ 75458118.4

15

distribution will be subject to ordinary income tax. If you want to defer paying this tax until a

later date, you can roll over your distribution to an IRA or to another employer's eligible

retirement plan. Because the Plan is designed primarily to supplement your retirement and

Social Security benefits, the IRS imposes a 10% additional tax on certain early withdrawals and

distributions.

However, in general this 10% tax will not apply if:

The distribution is made after you reach age 59½ or if you terminate employment in the year of

your 55th birthday or later.

The distribution is made due to your death or disability.

You roll over the distribution to an IRA or another eligible retirement plan.

A distribution to your spouse, child or other dependent is required under the terms of a

qualified domestic relations order.

The distribution is made to you in a year when your unreimbursed medical expenses, as

defined by the IRS, exceed 7.5% of your adjusted gross income.

You receive your distribution as a series of substantially equal installments or as an

annuity over your remaining lifetime, regardless of your age.

There are other exceptions to the early distribution tax, such as distributions to participants called

to active military duty.

Payments from your account are required to begin by the April 1 following the year in which

you reach 70½. If they do not begin by then, you may be subject to a 50% excise tax on the

portion of your account (as determined by IRS guidelines) that should have been paid to you.

Because this Plan is intended to qualify for tax-exempt status under the Internal Revenue Code,

Participants have certain tax advantages during participation and, in some cases, when their

account is distributed. You are generally not required to pay federal income tax on your account

until amounts are actually distributed to you. Because tax consequences of distributions vary

depending on factors such as age, marital status, and other income, you are urged to consult your

personal tax advisor to determine how to treat any distribution for federal, state and local tax

purposes.

If you receive a lump sum distribution, or certain installment payments, 20% federal income tax

withholding will be automatically applied to the distribution unless you elect a direct rollover –

see the next Section. If you elect an annuity payment, you will be given the option to have

federal income tax withheld from each payment or to waive withholding entirely on forms

provided for that purpose when you receive the distribution.

You will receive IRS Form 1099-R from the Trustee to provide you with tax-filing information

for all distributions paid to you from the Plan. This form will be sent to you by January 31st

following the year in which a payment is made. As required by law, a copy of these forms will

DB1/ 75458118.4

16

be forwarded to the Internal Revenue Service.

ROLLOVERS

If you receive a lump sum distribution and certain installment payments from the Plan, you

generally have the option of authorizing the Trustee for the Plan to make a direct transfer of your

distribution to an IRA or to another qualified plan, Code section 403(a) annuity, a Code section

403(b) program or a governmental Code section 457 plan, which will accept the transferred

amount. If you elect a direct transfer, your check will be sent to you to deliver to the trustee or

custodian. If you do not elect a direct transfer, federal income tax will be withheld. As required

by law, the amount to be withheld for federal taxes is twenty percent (20%) of the distribution.

You will be given additional information on the direct transfer option when you terminate

employment and are ready to receive a distribution.

Even if a plan accepts rollovers, it might not be allowed to, or may choose not to accept rollovers

of certain types of distributions. If an employer plan accepts your rollover, the plan may restrict

subsequent distributions of the rollover amount or may require your spouse's consent for any

subsequent distribution. A subsequent distribution from the plan that accepts your rollover may

also be subject to different tax treatment than distributions from this Plan. Check with the

administrator of the plan that is to receive your rollover prior to making the rollover.

If you did not elect a direct transfer, and instead had the distribution paid to yourself, you are still

permitted to make a rollover of the distribution you receive to an IRA or another qualified plan, a

Code section 403(a) annuity, a Code section 403(b) program or a governmental Code section 457

plan that will accept the rollover, if you do this within 60 days of the date you receive the

distribution. However, if you elect the rollover option, tax withholding will still be applied at the

twenty percent (20%) rate. The only way to avoid federal income tax withholding at distribution

is to elect the direct transfer option.

Under current law, you may not make a rollover to a SIMPLE IRA or Education IRA (a

Coverdell Education Savings Account). You may make a rollover to a Roth IRA.

Regardless of the amount of federal income tax withheld at distribution, if any, you will be

responsible for payment of any taxes associated with the distribution. Withholding at twenty

percent (20%) may not be sufficient to cover your tax liability. For some individuals,

withholding at twenty percent (20%) will be sufficient to pay the tax on a distribution. For

others, the twenty percent (20%) rate will be excessive and you may be entitled to a refund on

your tax return filed for the year of the distribution. State and local taxes may also be imposed.

SAVER'S TAX CREDIT

If you make pre-tax contributions or Roth contributions to the Plan, or contributions to any other

retirement plan maintained by your employer or to an IRA, you may be eligible for a tax credit,

called the "saver's tax credit." This credit could reduce the federal income tax you pay dollar for

dollar. The amount of the credit you can get is based on the contributions you make and your

credit rate. The credit rate can be as low as 10% and as high as 50%, depending on your adjusted

gross income—the lower your income, the higher the credit rate. The credit rate also depends on

your filing status. The 2013 credit amounts appear below.

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17

2013 Saver's Credit

Credit Rate Married Filing Jointly Head of Household All Other Filers*

50% of your contribution AGI not more than $35,500 AGI not more than $26,625 AGI not more than $17,750

20% of your contribution $35,501 - $38,500 $26,626 - $28,875 $17,751 - $19,250

10% of your contribution $38,501-$59,000 $28,876 - $44,250 $19,251 - $29,500

0% of your contribution more than $59,000 more than $44,250 more than $29,500

*Single, married filing separately, or qualifying widow(er) AGI = adjusted gross income

For more details, you should review the applicable IRS publications or consult your tax advisor.

HOW TO APPLY FOR BENEFITS, AND CLAIMS PROCEDURES

The method of applying for withdrawals, loans or distributions due to death, disability,

separation from service or other qualifying events is set forth in the annuity contract or custodial

account agreement which governs the investment option(s) you selected. You should refer to

those contracts or account agreements for details on the procedure to be followed to apply for

Plan benefits. However, the Department of Labor has established certain guidelines that the Plan

Administrator (or his delegate) is required to follow. Routine requests for information regarding

your benefits under the Plan and other similar inquiries generally will not be considered benefit

claims that require processing under ERISA. If you wish to make a claim for Plan benefits in

accordance with your rights under ERISA, you must make such a request in writing. The Plan

Administrator has complete discretionary authority to make all determinations under the Plan,

including eligibility for benefits and factual determinations, and to interpret the terms and

provisions of the Plan. Benefits under the Plan will be paid only if the Plan Administrator

decides in its discretion that the claimant (you or your beneficiary) is entitled to them. The Plan

Administrator's final decision is binding.

Subject to any specific or contrary rules set forth in the annuity contract or custodial account, if

your application for benefits is denied, you will receive written notification of the denial within a

reasonable period of time (but not more than 90 days). The notice will explain the reason for the

denial, including specific reference to the Plan provisions on which the denial is based. It will

also describe any additional information necessary for you to properly establish the claim, give

you an explanation of why the material is necessary and provide a description of the Plan's

review procedures and the time limits applicable to such procedures, including a statement of

your or your beneficiary's right to file a suit under Section 502(a) of ERISA following an adverse

benefit determination on review. In certain circumstances, the Plan Administrator may take an

additional 90 days to make a decision if you are notified prior to the expiration of the initial 90-

day period that more time is needed, the reasons for the extension, and the date by which you can

expect a benefit determination to be made.

If your application for benefits is denied, you will have sixty (60) days to request a review of the

denial by the Plan Administrator, who will provide a full and fair review. Your request for

review must be written and submitted to the Plan Administrator. Any such request should state

the reasons why you think the claim should be reconsidered and should be accompanied by

documents or records in support of the appeal.

DB1/ 75458118.4

18

You or your duly authorized representative will be given an opportunity to review pertinent

documents and to submit issues and comments you feel the Plan Administrator will need to re-

examine all facts and make a final determination with respect to the denial.

In most cases, the Plan Administrator will make a decision within sixty (60) days of a request for

review. If additional time is needed, you will be notified in advance. In any event, the Plan

Administrator must render a decision within one hundred twenty (120) days after receiving your

request for review or your claim is deemed denied.

If your claim is denied on appeal, the Plan Administrator's decision on your claim on appeal will

be communicated to you in writing and will contain 1) the specific reason or reasons for the

adverse determination; 2) a reference to the specific Plan provisions on which the benefit

determination is based; 3) a statement that you are entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records, and other information

relevant to your claim for benefits; and 4) a statement describing your right to file a suit under

section 502(a) of ERISA.

The Plan Administrator's decision on appeal is final. You may not file a lawsuit or initiate any

other action at law or in equity to challenge your rights to benefits under the Plan or ERISA until

you have exhausted the appeal rights described above and the Plan benefits requested in that

appeal have been denied in whole or in part. If any judicial or administrative proceeding is

undertaken, the evidence presented will be strictly limited to the evidence timely presented to the

Plan Administrator.

Claim Deadline: If you have a claim for benefits or wish to bring an action, you must do so

within 36 months of the date that the benefit you are challenging was made or due, the date the

benefit was first denied, or the date you knew or should have known the facts on which your

claim was denied.

If you become aware that the Plan Administrator has failed to implement any action you have

taken with respect to your Plan benefit, or such action was incorrect or not consistent with your

intent, and you fail to notify the Plan Administrator within a reasonable period (not more than

180 days), you will be deemed to have accepted such action or failure to act.

INVESTMENTS

The Employer has selected a broad range of investment alternatives in which you may direct the

investment of your contributions and Employer Matching Contributions made on your behalf.

You may choose any of these investment options. Prospectuses and informational materials are

available for each of these investment funds. You should read the prospectuses and

informational material before you make your investment decisions. Your Employer cannot give

you advice on your investment selections.

If you do not make an investment election, your contributions and Employer Matching

Contributions will be invested in the Plan's Qualified Default Investment Alternative, known as

the Life Cycle Fund that corresponds with your estimated year of retirement. A Life Cycle Fund,

sometimes called a "target date fund" because it targets the date of your retirement, is a

DB1/ 75458118.4

19

diversified mutual fund in which the asset allocation is automatically adjusted over time to

become more conservative as retirement nears and continues to become more conservative

during retirement.

The Plan is intended to constitute a plan described in section 404(c) of the Employee Retirement

Income Security Act of 1974 (ERISA) and Title 29 of the Code of Federal Regulations, Section

2550.404c.1, and the Plan Administrator and the other fiduciaries of the Plan may be relieved of

liability for any losses which are the direct and necessary result of investment instructions given

by you. You may request certain financial information about the available investment options.

You will be provided with information to assist you in making investment decisions under the

Plan including descriptions of the investment alternatives available under the Plan, the risk and

return characteristics of each investment alternative, and the identity of the designated

investment fund managers. As you review this information, remember that each of the funds has

its own degree of growth potential and risk. Investment fund choices may be added or changed

in the future.

BENEFITS OF PARTICIPATION IN THE PLAN

By participating in this Plan, you can save for your retirement on a favorable tax-deferred basis.

The compounding of interest works in favor of participants in this Plan. The following

illustration shows how $2,000 deposited each year may grow over the years:

Value of Account

Number of years At 6% Interest

5 years $ 11,612

10 years $ 27,152

20 years $ 75,778

30 years $ 162,860

ACCOUNT STATEMENT

You will receive quarterly statements from TIAA-CREF, which include the following

information:

■ The amount of your Pre-Tax Salary Reduction Contributions;

■ The amount of Employer Matching Contributions made on your behalf;

■ The amount of earnings or losses on contributions;

■ Any loans or distributions; and

■ The total market value of your interest in the Plan.

MISCELLANEOUS INFORMATION

Plan Termination or Amendment

The Hospital intends to continue the Plan on a permanent basis. However, the Hospital reserves

the right to amend, modify or discontinue the Plan at any time. The Children's Surgical

Associates and Children's Anesthesiology Associates may also terminate participation in the Plan

DB1/ 75458118.4

20

as to its employees. A Plan amendment or termination will not affect your account balance, but

could reduce or eliminate future contributions.

Protection from Creditors

This Plan is maintained for the exclusive benefit of the employees of the Employer. Your

benefits under the Plan are protected from creditors except for qualified domestic relations

orders, which assign all or a portion of your benefit to a spouse, former spouse, child or other

dependent to satisfy a legal obligation you have to that person, certain federal tax liens or other

circumstances covered by statutory exceptions.

Domestic Relations Orders

Federal law requires the Plan Administrator to honor judgments, decrees or court-approved

property settlements arising under state domestic relations laws. To be honored, they must

require payment of all or part of your Plan benefit to your former spouse or your children and

must comply with certain requirements of federal law. These orders must relate to, and must

arise from child support, alimony or marital property rights. The Plan Administrator has

procedures to respond to such domestic relations orders, known technically as "qualified

domestic relations orders" (QDRO's). You and your beneficiaries can obtain, without charge, a

copy of the QDRO procedures from the Plan Administrator.

No PBGC Insurance

Because this Plan is a defined contribution plan under Section 403(b) of the Internal Revenue

Code, the Plan is not insured by the Pension Benefit Guaranty Corporation.

DB1/ 75458118.4

21

STATEMENT OF ERISA RIGHTS

As a participant in The Children's Hospital of Philadelphia Retirement Savings Plan, you are

entitled to certain rights and protections under the Employee Retirement Income Security Act of

1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

■ Examine, without charge, at the Plan Administrator's office or at the office of your employer,

all documents governing the Plan, including the insurance contracts and a copy of the latest

annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and

available at the Public Disclosure Room of the Employee Benefits Security Administration in

Washington, D.C.

■ Obtain, upon written request to the Plan Administrator, copies of documents governing the

operation of the Plan, and copies of the latest annual report (Form 5500) and updated

summary plan description. The Plan Administrator may make a reasonable charge for the

copies.

■ Receive a summary of the Plan's annual financial report. The Plan Administrator is required

by law to furnish each participant with a copy of this summary annual report. In addition,

you may request a statement telling you the amount of benefit to which you are entitled.

Your request must be in writing and the statement is not required to be given more than once

a year. The Plan must provide this statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who

are responsible for the operation of the employee benefit plan. The people who operate your

Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you

and other Plan participants and beneficiaries. No one, including your Employer or any other

person, may fire you or otherwise discriminate against you in any way to prevent you from

obtaining a pension benefit or exercising your rights under ERISA.

If your claim for a benefit is denied, in whole or in part, the Plan Administrator must give you a

written explanation of the reason for the denial. You have the right to obtain copies of documents

relating to the decision without charge and to have the Plan Administrator review and reconsider

your claim, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you

request a copy of plan documents or the latest annual report from the Plan Administrator and do

not receive them within 30 days, you may file suit in a federal court. In such a case, the court

may require the Plan Administrator to provide the materials and pay you up to $110 a day

(adjusted for increases in the cost of living) until you receive the materials, unless the materials

were not sent because of reasons beyond the control of the Plan Administrator. If you have a

claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or

federal court after exhausting your administrative remedies by completing the Plan's claims and

appeals process, as outlined in this summary plan description. You may not start legal action

against the Plan or the Plan Administrator later than 90 days after the date of the Plan

Administrator's final decision regarding your claim. In addition, if you disagree with the Plan's

DB1/ 75458118.4

22

decision, or lack thereof concerning the qualified status of a domestic relations order, you may

file suit in a federal court.

If it should happen that Plan fiduciaries misuse the Plan's money or if you are discriminated

against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or

you may file suit in a federal court. The court will decide who should pay court costs and legal

fees. If you are successful, the court may order the person you have sued to pay these costs and

fees. If you lose the court may order you to pay these costs and fees if, for example, it finds your

claim frivolous.

If you have any questions about the Plan, you should contact the Plan Administrator of The

Children's Hospital of Philadelphia Retirement Plan.

If you have any questions about this statement or about your rights under ERISA, or if you need

assistance in obtaining documents from the Plan Administrator, you should contact the nearest

office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in

your telephone directory. Or you may contact the Division of Technical Assistance and Inquiries,

Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution

Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your

rights and responsibilities under ERISA by calling the hotline of the Employee Benefits Security

Administration.

IMPORTANT INFORMATION

There is certain information that you need to know about The Children's Hospital of Philadelphia

Retirement Savings Plan. The information provided on these pages is part of the summary plan

description and is required to be furnished to you by law.

Plan Sponsor

The Children's Hospital of Philadelphia

34th

Street & Civic Center Blvd.

Philadelphia, PA 19104

(215) 590-1000

Plan Administrator

Administrative Committee

of The Children's Hospital of Philadelphia

Attn.: Benefits Department

34th

Street & Civic Center Blvd.

Philadelphia, PA 19104

(215) 590-1000

The Plan Administrator manages the Plan in its day-to-day operations, such as maintaining

records, determining claims and appeals and interpreting Plan provisions. The Plan

Administrator is responsible for distributing this summary and all other forms, booklets,

contracts or descriptions, which supply participants with information regarding benefits available

DB1/ 75458118.4

23

under the Plan. In addition, the Plan Administrator is responsible for all government reporting

which relates to the Plan.

Plan Identification

Name of Plan: The Children's Hospital of Philadelphia Retirement Savings Plan

Type of Plan: Section 403(b) retirement plan

Plan Number: 002

Employer Identification Number: 23-1352166

Investment Providers

The Plan has designated TIAA-CREF as the investment fund provider.

TIAA-CREF

1-800-842-2776

www.tiaa-cref.org/chop

Effective Date of Plan: January 1, 2000

Plan Year: The Plan Year is the twelve (12) month period from January 1 through December 31.

Agent for Service of Legal Process

Service of Legal Process may be made upon the General Counsel, The Children's Hospital of

Philadelphia, 34th Street & Civic Center Boulevard, Philadelphia, PA 19104. Service may also

be made upon the Plan Administrator at the address set forth above.

http://www.tiaa-cref.org/

DB1/ 75458118.4

24

LifeCycle Funds

Fund Year Fund Description

Lifecycle Fund 2010 The Lifecycle 2010 Fund seeks high total

return over time through a combination of

capital appreciation and income. Each of the

TIAA-CREF Lifecycle Funds is designed to

provide a single diversified portfolio managed

with a target retirement date in mind. The

target date is the approximate date when

investors expect to begin withdrawing money

from the fund. Each portfolio invests in several

underlying equity and fixed-income funds

offered by the TIAA-CREF Funds. Over time,

the fund's target allocation will gradually

become more conservative, reaching an

equity/fixed-income mix of approximately

40%/60% between 2017-2020. The fund's

actual allocations may vary up to 10% from the

current target allocations.

















current target allocations








DB1/ 75458118.4

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Lifecycle Fund 2025 The Lifecycle Retirement Income Fund seeks

high total return over time primarily through

income, with a secondary emphasis on capital

appreciation. The fund is designed to provide a

single diversified portfolio for investors who

are already in or entering retirement. It invests

in several underlying equity and fixed-income

funds offered by the TIAA-CREF Funds. The

fund is managed according to a fixed, more

conservative asset allocation strategy.

Currently, its target allocation consists of an

equity/fixed-income mix of 40%/60%.





















DB1/ 75458118.4

26
































current target allocations

Lifecycle Fund 2045 Lifecycle 2045 Fund seeks high total return

over time through a combination of capital

appreciation and income.









DB1/ 75458118.4

27




























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