understand your retirement benefitspriac is a prudential financial company. ©2016 prudential...

Athene Savings & Retirement Plan

Understand Your Retirement Benefits

Plan Name: Athene Savings & Retirement Plan Plan Number: 008075 Dear Participant: Welcome to the Athene Savings & Retirement Plan! Athene offers generous rewards for your participation in this Plan:

• an excellent employer matching contribution of 100% of your contribution up to 5%* • you may contribute anywhere from 1-90% of your eligible pay (subject to IRS limits) on either a

employee pre-tax or Roth after-tax basis, or a combination of the two • if you are at least 50 years old, you may contribute additional catch up contributions • convenient payroll deduction • a variety of investment options • tax benefits

As part of Athene’s commitment to providing competitive benefits to our employees, you will be automatically enrolled at a pre-tax contribution rate of 6% of compensation as soon as administratively feasible 45 days after your hire date. If you are automatically enrolled, your contributions will be invested in one of the Vanguard Target Retirement Funds+, based on your year of birth. Once you are in the Plan, you can change your deferral percentage or investment elections at any time. You also have the option to elect a deferral percentage other than the automatic 6% or choose not to participate by contacting Prudential Retirement. The target date is the approximate date when investors plan to start withdrawing their money. The asset allocation of the target date funds will become more conservative as the target date approaches by lessening your equity exposure and increasing your exposure in fixed income type investments. The principal value of an investment in a target date fund is not guaranteed at any time, including the target date.

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This workbook will provide you with everything you need to participate. Please review the information carefully. Any questions regarding the Plan or investments may be directed to Prudential Retirement at 877-PRU-2100 (877-778-2100). We encourage you to review the contents and enroll today. We are excited to have Prudential Retirement as a provider for part of our benefits team and hope you will take full advantage of their services by contributing to the Plan and investing your Plan dollars in funds that match your investment goals. Please don’t miss out on this valuable benefit! Sincerely,

Kristi Kaye Burma SVP, Human Resources Enclosures * The Athene company match will apply to both your Roth after-tax contributions and Employee pre-tax contributions, up to 5% of compensation. You are immediately 100% vested in matching contributions.

+Registered Mutual Fund Investors should consider the fund’s investment objectives, risks, charges and expenses before investing. The prospectus, and if available the summary prospectus, contain complete information about the investment options available through your plan. Please call 877-778-2100 for a free prospectus and if available, a summary prospectus that contain this and other information about our mutual funds. You should read the prospectus and the summary prospectus, if available carefully before investing. It is possible to lose money when investing in securities. Shares of the mutual funds are offered by Prudential Investment Management Services LLC (PIMS), Newark, NJ. PIMS is a Prudential Financial company. Prudential Retirement is a Prudential Financial business. Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, CT, or its affiliates. PRIAC is a Prudential Financial company. ©2016 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc., and its related entities, registered in many jurisdictions worldwide. 0215918-00008-00 Ed. 01/2016

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meet your retirement challenge You will be automatically enrolled in the plan and saving 6% of your pay,unless you decline participation within 45 days following your plan entrydate.1 Or, start now in three easy steps.

1. Get started in less than a minute using Quick Join (see below). You can also enroll online or by phone.

2.Decide how much to contribute. The Retirement Income Calculator can help you determine an appropriate amount. Register your account online to use the calculator after you enroll.

3. Choose your investments. See “Investing Is Easy” below for more. Refer to the pages below to review all of your investment options.

don't forget... Register your account at prudential.com/online/retirement after you complete enrollment. It’s important to keep an eye on your account to help ensure that your financial future is on track. You can quickly follow and manage your account, update your email address and more!

1Automatic enrollment is a process by which you are enrolled in your retirement plan without taking any action. You can change the amount of your contributions, stop them altogether, or redirect your investment options by logging on to the website or calling after your enrollment is complete.

can't wait?

Start in minutes: prudential.com/quickjoin Enroll online: prudential.com/online/retirement

Or join by phone: 877-PRU-2100 (877-778-2100) Hearing impairtved? Please call 877-760-5166.

The Payroll Deductions Calculator can show you how little saving for tomorrow may

impact your paycheck today:

payroll.connectwithpru.com

See if you're on track to live the future you want. The Retirement Income Calculator is available

in your account online after you enroll.

Call

800-249-2430 to learn if consolidation is right for you.

Plan Features

Your plan may be one of the best ways to save more for your future. You are immediately eligible to join the plan. You may enroll at anytime. Among the benefits:

• Automatic saving through payroll deduction. You may contribute 1% to 90% of your annual pay before taxes are deducted.2

• The ability to make Roth after-tax contributions to your account. To find out if Roth contributions are appropriate for you, visit roth.connectwithpru.com.

• An easy way to automatically save more over time through Contribution Accelerator. Your contribution amount will increase by 1% annually, up to a maximum of 90% of your pay. You can opt out of this feature at any time.

• A wide array of investments, including options for easily selecting your investment mix.

• Online tools and resources from our plan provider, Prudential, to help you manage your account.

• You may roll over money to your account, in any amount, from another similar retirement plan. Refer to the plan's SPD for further information.

• You may be able to access your retirement savings before retirement through a loan or in-service withdrawal or hardship withdrawal, but such withdrawals may be limited and should be used as a last resort. For more details, please review the information below.

• And much more! For additional information on other plan provisions, please review the information below.


a great opportunity for a more secure financial future

Target-date funds can make investing easier. Each fund holds a mix of equity (stock) and fixed-income (bond) investments that “targets” your retirement year in its name—the farther away the year, the greater the focus on stocks, which generally have outperformed other investments in the long term but assume greater short-term risk; the closer the target, the greater the emphasis on bonds. As in the example above, the fund’s holdings gradually become more conservative over time, shifting focus from equities to fixed income. Consider funds with target years that are near the year you intend to retire or begin taking withdrawals. A target date fund should not be selected based solely on age or retirement date, so be sure to carefully consider the investment objectives, risks, charges and expenses of any Fund before investing.The target date is the date an investor plans to start withdrawing their money. The asset allocation of a target-date fund will become more conservative over time by lessening exposure to equity type investments and increasing exposure to fixed income type investments. The principal value of a target-date fund is not guaranteed at any time including the target date. There is no guarantee that the fund will provide adequate retirement income. Funds are not guaranteed investments and the stated asset allocation may be subject to change. It is possible to lose money by investing in securities, including losses near and following retirement.For detailed information about your investment options, including fund fact sheets, review the pages below.

investing is easy target-date funds Sample Target-Date Fund Equity vs. Fixed Income Investments

2 Contributions are subject to certain limits set by federal tax law and, as a result, may be limited accordingly.

For informational or educational purposes only. This material is not intended as advice or recommendation about investing or managing your retirement savings. By sharing it, Prudential Retirement is not acting as your fiduciary as defined by the Department of Labor's Fiduciary rule or otherwise. If you need investment advice, please consult with a qualified professional.

Investors should consider the fund’s investment objectives, risks, charges and expenses before investing. The prospectus, and if available, the summary prospectus, contains complete information about the investment options available through your plan. Please call [8XX-XXX-XXXX] for a free prospectus, and if available, a summary prospectus that contains this and other information about our mutual funds. You should read the prospectus and the summary prospectus, if available, carefully before investing. You can lose money when investing in securities.Shares of the registered mutual funds are offered by Prudential Investment Management Services LLC (PIMS), Newark, NJ. PIMS is a Prudential Financial company.

Withdrawals are taxed at ordinary income tax rates. [Withdrawals before age 59½ may also be subject to a 10% tax penalty.] [Withdrawals from a Roth account are income tax free after the Roth account has been open for five tax years and if you are over age 59½, disabled or have died. Withdrawals of contributions from a Roth account are income tax free.]

You can lose money by investing in securities. Neither Prudential Financial nor any of its affiliates provide tax or legal advice for which you should consult your qualified professional.

Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, CT, or its affiliates. PRIAC is a Prudential Financial company.

© 2017 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

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We understand. As humans, we're wired to procrastinate—especially when it

comes to long-term goals like retirement. Fortunately, Prudential is ready to

help you overcome this and other behavioral challenges that could stand in

the way of planning for a secure financial future.

What's your procrastination personality? Take Prudential's online test to

understand what's holding you back—and what you can do about it:

procrastination.connectwithpru.com.

? rather be doing anything else right now

PLAN HIGHLIGHTS

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On the following pages, you will find important informationabout the Athene Savings & Retirement Plan. Theinformation in the guide is just an overview of the plan'sfeatures. For more detailed information about your plan, youcan request your plan’s Summary Plan Description (SPD)from your Plan Administrator.

Excessive trading can harm a fund’s performance and theretirement security of long-term investors. Mutual fundcompanies and other providers of retirement investmentproducts have rules prohibiting this practice in order toprotect the interests of all investors. The Excessive TradingMonitoring Program is part of Prudential’s ongoingcommitment to help all our investors grow and protect theirwealth. The program is designed to identify participants whoare engaging in excessive trading of one plan investment foranother plan investment and to stop such trading. Visitwww.prudential.com/online/retirement for moreinformation.

This plan follows guidelines set forth by 404(c). In dealingwith participant investment self-direction, 404(c) hasgarnered much interest as a means for plan sponsors toavoid or reduce fiduciary liability for participant investmentchoices in a participant-directed investment plan. This planchooses to comply with specific requirements regardinginformation about investment options, number and type ofinvestment options, as well as an ability to move balancesbetween those options on a reasonably frequent basis.

ENROLLMENT AND ELIGIBILITY

• Your enrollment in the plan is automatic, unless youdecline participation within 45 days following your planentry date.

• Automatic enrollment is a process by which you areenrolled in your retirement plan without taking any action.You can change the amount of your contributions, stopthem altogether, or redirect your investment options.

• You are immediately eligible to enroll in the plan. Youmay enroll at anytime.

• If automatically enrolled, you will be enrolled at a deferralrate of 6% of your eligible pay, which will be deductedfrom your paycheck and invested in the Vanguard TargetRetirement Funds.

• You may actively enroll on your own and start yourpre-tax savings prior to the automatic enrollment startdate. This will allow you to invest in the funds of yourchoice from the start of your participation. In addition,you may contribute more to your account. Even anincrease of one or two percent over the auto-enrollmentdeferral rate of 6% can have a significant impact on yoursavings.

• If you don’t want to participate in the plan, you mustdecline enrollment to avoid having deductions taken fromyour pay and contributed to your account.

• You are eligible to participate in the Plan if you areregularly scheduled to work 30 hours or more per week.

YOUR CONTRIBUTIONS

You may contribute:

• 1 to 90% of your annual pay before taxes are deducted.*

• You may make Roth contributions to your retirement planaccount.*

• You may change your contribution amount anytime.

• You may roll over money to your account, in any amount,from another similar retirement plan. Refer to the SPD forfurther information.

* In 2018, federal tax law allows you to make a combined contributionof before-tax and Roth contributions to your retirement plan up to$18,500. If you are a highly compensated employee, you may besubject to additional contribution limits.

CONTRIBUTION ACCELERATOR - an easy way toraise your contribution amount over time - through yourplan's optional contribution accelerator feature. Here’s how itworks:

• You are automatically enrolled in this feature unlessyou opt out.

• Your contribution amount will increase by 1% annually,up to a maximum of 90% of your pay.

• You can opt out of this feature at any time.

ROTH CONTRIBUTIONS

Your retirement plan allows you to make Roth contributionsto your account. Roth contributions combine the savings andinvestment features of a traditional before-tax retirementprogram with the tax-free distribution features of the RothIRA. If you meet certain requirements down the road, theRoth money you withdraw at retirement - and its investmentearnings - won’t be taxable. When deciding if you shouldmake Roth contributions, consider the following scenarios:• If your tax rate will be higher in retirement than it is

today, making designated Roth contributions may makesense for you.

• If your tax rate will be lower in retirement than yourworking years, you may benefit more from makingbefore-tax contributions and deferring your taxobligation until retirement.

• With tax rates in retirement being uncertain, you maychoose to diversify your taxation by making bothbefore-tax and Roth contributions to your retirementplan.

To help you determine if Roth contributions are appropriatefor you, visit www.roth.connectwithpru.comand enter your personal data into our Roth contributioncalculator.

In 2018, federal tax law allows employee and employercontributions up to a combined total of $55,000 or 100% ofcompensation, whichever is less.

PLAN HIGHLIGHTS

21 A ari N A r T

WHAT IS VESTING?

"Vesting" refers to your ownership of the money in youraccount. You are always 100% vested in your owncontributions.

You are immediately 100% vested in the following source:

• SAFE HARBOR MATCH

ACCESSING YOUR MONEY

You may be able to access money in your retirement planaccount through a loan, in-service withdrawal, or a hardshipwithdrawal.

LOANS

Your plan allows you totake:

1 loan at one time

Application fee: $50 for each loan

Processing fee: No Charge

Method of repayment: Payroll Deduction

Tax consequences: If loan is not paid in full, taxconsequences will apply.

Prepayment available: Yes

GENERAL PURPOSE

Interest rate: Prime*

Minimum loan: $1,000

Maximum loan: 50% of your vested accountbalance, up to $50,000 in a12 month period*

Repayment period: 0 to 5 years

*Interest is paid back to participant’s account. Additional information aboutloan calculations and loan interest rate details can be found in your plan’sloan policy.

PRIMARY RESIDENCE

Interest rate: Prime*

Minimum loan: $1,000

Maximum loan: 50% of your vested accountbalance, up to $50,000 in a12 month period*

Repayment period: 5 to 15 years

*Interest is paid back to participant’s account. Additional information aboutloan calculations and loan interest rate details can be found in your plan’sloan policy.

In-service withdrawalsWhile employed, you may make in-service withdrawalswithin plan restrictions.

Hardship withdrawals*While employed, you may take a withdrawal request due toa financial hardship, within plan restrictions. A minimumwithdrawal amount applies of $500.00.

One of the following requirements must apply to qualify forhardship withdrawal:

• Purchase or construction of a principal residence• Payment for higher education expenses• Major medical expenses• Preventing eviction from, or foreclosure on, a principal

residence• Payment of funeral or burial expenses for your spouse or

dependents• Repair of damage to participant's primary residence that

qualifies for casualty deduction• Additional requirements to qualify for a hardship

withdrawal can be located in the plan's SPD.Once you take a hardship withdrawal, you will not be able tomake contributions to your account for 6 months.

*Withdrawals: The taxable portion of a withdrawal is taxedas ordinary income and may be subject to an additionalearly distribution penalty tax if you receive the withdrawalbefore age 59½. The total amount of the withdrawal may notbe more than the amount required to meet your immediatefinancial need, however, you may have the option to“gross-up” the amount you receive to cover taxes. You maywant to consult a tax professional before taking a withdrawalfrom the plan.

Important note!Amounts withdrawn before age 59½ may be subject to a10% federal income tax penalty, applicable taxes andplan restrictions. Withdrawals are generally taxed atordinary income tax rates.

RETIRING OR LEAVING THE EMPLOYER

It's important to learn about all options regarding youraccount balance before you retire or separate from service.You will need to make a decision about what to do with yourvested account balance when one of the following eventsoccurs:

• Your employment with Athene ends.• You retire from Athene at the normal retirement age of

65.• You retire from Athene at the early retirement age of

55.• You become permanently disabled.• Your death. Your beneficiary is entitled to your account

balance when you die; they are responsible for allfederal income tax imposed. Distribution upon deathmay also be subject to federal and state inheritance andestate taxes.

PLAN HIGHLIGHTS

31 A ari N A r T

• Distributions before 59½ may be subject to an additionalearly withdrawal penalty tax.

When any of the events listed above occur, you or yourbeneficiary will have several distribution options. It’simportant to understand each of the distribution optionslisted in your plan’s Summary Plan Description, before youmake your decision. For assistance, please contact aPrudential representative at 1-877-778-2100.

An annuity is only available if you have dollars in certainsources of money, generally not applicable to newly hiredassociates.

Keeping it in the plan

At the time benefits are payable, the amount of your vestedaccount balance will determine how your account is handled.Refer to the schedule below :

Your vestedaccount balance

Impact toyour money

Less than $1,000 Paid in lump sum, regardlessof prior elections*

Greater than $1,000but less than $5,000

If you do not choose to receivea distribution, Prudential willfollow the direction of the plan.

Greater than $5,000 Your money will continue togrow tax-deferred in youraccount.

*Standard 20% withheld.

Directly rolling it over

You can choose to move or “roll” money over into anotherqualified retirement plan, a Traditional Individual RetirementAccount (IRA), or Roth IRA. This allows your money tocontinue growing tax-deferred. This is based on ourunderstanding of the tax law. You may wish to discuss thismatter with your tax advisor. Because each situation isunique, neither we nor our representatives can provide taxor legal advice.

Having account balance paid in the form of anannuityAn annuity pays you a regular income, usually monthly. Thisoption spreads the tax burden over a period of years.

Having account balance paid in installmentsYou can withdraw your account balance in a series ofpayments, in an amount over a period of time determined bythe employer.

Lump sumYou may choose to take a full or partial lump sumdistribution. A 20% federal income tax may be applied.

INVESTMENT TYPES

This section is designed to provide general informationabout different types of investments. Not all plans offerinvestments in every category. Information about the specificinvestments offered through your plan is available in theInvestment Options section of this guide. The main types ofinvestments in which participants generally invest:

Stable-Value Investments: These investments combinesafety of principal, liquidity¤ and a competitive rate of returnwith potentially improved earnings power versus alternativeshort-term investments.

Fixed-Income Investments: Invest in corporate andgovernment bonds. They can go up or down in value eachday, so they carry more risk than stable-value investments,but also offer more opportunity for a potentially larger return.Fixed income investment mutual funds are subject to interestrate risk; their value will decline as interest rates rise.

Stocks/Equities: Stock funds also called equity investmentsrepresent ownership in funds, which own shares ofcorporations. Stock funds offer you a chance to share in theprofits or losses of those corporations. Stock funds have thepotential for higher returns, but they carry more risk than theother investment options.

Balanced: Balanced investments combine fixed-income andstock components to offer you a combination of the interestincome from fixed-income investments and the growthpotential of stock investments. As a result, balancedinvestments typically do not experience the full ups anddowns of the stock market.

Retirement Income: Although they may vary in structure,these options are designed to provide a steady stream ofincome for life.

INVESTMENT OPTIONS

Athene Savings & Retirement Plan offers a selection ofinvestments to choose from. You can decide how you wantyour money invested, and may move money betweeninvestments anytime. Please refer to the disclosures at theend of this section for a description of any restrictions thatmay apply.

Stable ValuePrincipal Preservation Separate Account¤Fixed Income - Intermediate BondDodge & Cox IncomeMetropolitan West Total Return Bd PlanVanguard Total Bond Market Index IFixed Income - Global/InternationalGoldman Sachs Global Income R6Balanced - Target DateVanguard Target Retirement 2015 Trust IIVanguard Target Retirement 2020 Trust IIVanguard Target Retirement 2025 Trust IIVanguard Target Retirement 2030 Trust IIVanguard Target Retirement 2035 Trust II

PLAN HIGHLIGHTS

40292142-00003-00 0 A ari N A r T

Vanguard Target Retirement 2040 Trust IIVanguard Target Retirement 2045 Trust IIVanguard Target Retirement 2050 Trust IIVanguard Target Retirement 2055 Trust IIVanguard Target Retirement 2060 Trust IIVanguard Target Retirement 2065 Trust IIVanguard Target Retirement Income Trust IILarge Cap Stock - BlendVanguard Institutional Index IMid Cap Stock - BlendVanguard Extended Market Index InstlSmall Cap Stock - ValueAmerican Beacon Small Cp Val InstSmall Cap Stock - GrowthFranklin Small Cap Growth R6International Stock - GrowthAmerican Funds Europacific Growth R6T. Rowe Price International Discovery I

¤Amounts withdrawn from this investment may not betransferred to a competing fund for a period of 90 days afterthe withdrawal date. Competing funds are generally shortterm fixed income investments, money market investments,or stable value investments that may be available in yourplan.

If the SEC has suspended or otherwise restricted trading, oranother emergency outside of our control exists, Prudentialmay defer transfers, distributions or disbursements for up tosix months.

AUTO REBALANCING

Your retirement plan offers auto rebalancing, an optionaleasy-to-use rebalancing feature. It ensures that theinvestment allocations you choose stay consistent until you,not market conditions or money managers make a change.Rebalancing dates will appear on your retirement statement.

Designating Your Athene Savings & Retirement Plan Beneficiary is Easy! Online Process – It’s easy to name your Athene Savings & Retirement Plan beneficiary through the Prudential Retirement website. You can make certain beneficiary designations online – without the need to complete a paper form. If you complete your beneficiary designations online, this information will be displayed on your online account record and on your quarterly account statement.

Using the Online Feature - To use the online feature to view, make or change your Athene Savings & Retirement Plan beneficiary designation, simply access the Prudential Online Retirement Center at www.prudential/com/online/retirement.

Importance of Naming Your Beneficiary - A “beneficiary” is the person who will receive the money in your Plan account when you die. Under federal law, your Plan beneficiary is determined under the provisions of the Plan and NOT under the provisions of your will or under state law.

Naming a beneficiary is an important – but often neglected – part of sound retirement planning. Make sure you have named the “right” beneficiary. Just who is right varies from person to person and may vary through different life stages. It is a good idea to periodically review who your beneficiaries are and update them as needed, especially after important life events such as marriage, divorce, or death of a close family member. That way you’ll be sure your Plan account is distributed according to your wishes.

Automatic Beneficiary Designation - Keep in mind that, if you don’t name your own beneficiary, the Plan does it for you. The Plan has an “automatic beneficiary” rule. It applies if you don’t have a valid beneficiary designation in place when you die (or if your named beneficiary dies before you). Under the automatic rule, if you have an account balance when you die, the Plan pays your vested account balance to the first of the following classes of people who survive you:

1. Your spouse 2. Your children, including adopted children, in equal shares 3. Your surviving parents, in equal shares 4. Your estate

If you are satisfied with this order of payment, you don’t need to name a Plan beneficiary. If you want a different order of payment, you must make a beneficiary designation.

Spousal Rights - If you are married and you want to name someone else as your beneficiary, you will not be able to designate your beneficiary online. In addition, your spouse will have to waive his/her right to be your sole primary beneficiary. That waiver must be in writing, signed by your spouse and the signature must be notarized. Please note that once the designation is made you will be able to view it online.

Please Note: If your marital status on your online Prudential Retirement account record is listed as “Unknown,” you can identify your status and select a beneficiary.

If your marital status is incorrect, or if you are married and are naming a beneficiary other than your spouse, you will need to contact Prudential Retirement to correct the information or initiate the beneficiary designation process. Just call 877-PRU-2100 (877-778-2100), Monday through Friday, 7 a.m. to 8 p.m. CT and press *0 at anytime to speak with a Participant Service Representative.

Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company, Hartford, CT, or its affiliates. ©2016 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc., and its related entities, registered in many jurisdictions worldwide.

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What is a Roth contribution? A Roth contribution is simply one way to save money in your

retirement plan. Instead of having all of your contributions deducted

from your paycheck before taxes, you may decide to make Roth

contributions on an after-tax basis. And, if you meet certain

requirements down the road, the Roth money you withdraw at

retirement may be federal income tax-free.*

Roth contributions give you the opportunity to:

• Invest after-tax dollars for retirement

• Give your investments the potential to grow tax-deferred during your

working years

• Withdraw the money federal income tax-free at retirement

• Convert existing pre-tax dollars in your account

to “Roth dollars”

How do I take a federal income tax-free withdrawal? Because you already paid income tax on Roth contributions, a

withdrawal of your Roth contributions is always 100% federal income

tax-free. You must meet a few basic requirements, however, before

you’re eligible to take Roth earnings from your retirement account

federal income tax-free. This is called a “qualified” Roth withdrawal.

To be qualified, the distribution must generally happen at least 5 tax

years after your first Roth contribution, and occur after one of the

following:

• You have reached age 59½

• Your death

• Your disability (as defined by federal tax law). If your withdrawal

doesn’t meet these qualifications, the earnings will be taxable

How does it work? Since Roth contributions are part of the Athene Savings &

Retirement Plan, you can make Roth contributions through payroll

deduction. Simply update your account information to indicate that

you want to make Roth contributions. Here are a few things to keep

in mind:

• You are eligible to make Roth contributions regardless of your

income level.

• You may defer combined Pre-tax and Roth contributions up to

90% of your eligible compensation, but you can’t exceed the

annual limit set by the IRS.

• Your plan offers a “match” on pre-tax contributions, and

your Roth contributions will be matched using the same

formula (though matching amounts will not be treated as

Roth contributions). Refer to your plan documents for more

information.

• Required minimum distribution rules apply to Roth contributions.

That means you generally must begin taking distributions from

your account during the year after you reach age 70½, or retire,

whichever is later.

Can I still contribute to a Roth IRA?If you decide to make Roth contributions to your retirement program

and you meet the Roth IRA requirements, you can still put additional

money into a Roth IRA.

What happens if I leave my job?Roth contributions are portable. You may be able to roll your Roth

contributions into another retirement program, but only if it permits

Roth contribution accounts. Your other option is to roll your Roth

balance over to a Roth IRA.

Pre-Tax or Roth?Pre-tax contributions reduce your taxable income for the current year, and you defer paying taxes until your account is

distributed—for example, at retirement. Because Roth contributions are included in your W-2, you effectively pay income

taxes on those amounts in the year of the contribution.

So, should you make Roth contributions, pre-tax contributions, or both? The choice is yours. One thing to consider is how

your current tax rate will compare to what you expect your tax rate to be in retirement:

• If you expect your tax rate will be higher in retirement than it is today, making designated Roth contributions (and paying

taxes now) may make sense for you.

• If you believe your tax rate will be lower in retirement than during your working years, you may benefit more from making

pre-tax contributions and deferring your tax obligation until retirement.

• Because we can’t know for sure what future tax rates will be, you may choose to diversify your taxation by making both

pre-tax and Roth contributions to your retirement program. This strategy may provide some taxation flexibility.

Of course, the approach you should take depends on your individual situation and overall retirement planning strategy.

Help meet your long-term tax challenges with Roth Contributions

Your Athene Savings & Retirement Plan offers another way to save for retirement: Roth contributions.


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Neither Prudential Financial nor any of its representatives are tax or legal advisors and encourage you to consult your individual legal or tax advisor with any specific questions.

Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, CT, or its affiliates. PRIAC is solely responsible for its financial

condition and contractual obligations.

© 2016 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc. and its

related entities, registered in many jurisdictions worldwide.

0257174-00002-00 XVBR020

05/2016

Learn more about saving and investing for retirement at PreparewithPru.com!Important retirement planning topics such as getting the most out of your plan, asset allocation, and managing debt and credit are delivered through podcasts, webinars, tutorials, calculators, articles and more, so you can learn the way you want to learn. Best of all, it’s free!

* Generally, for your distribution to become qualifi ed, you have to wait at least fi ve tax years after making your fi rst Roth contribution before taking a withdrawal; and your withdrawals must

begin after: you have reached age 59½; you have died; or you have become disabled. If your withdrawal does not meet these qualifi cations, your accumulated Roth earnings—but not your Roth

contributions—will be taxed and may be subject to a 10% tax penalty if taken before age 59½. Distributions are considered to be made pro rata between earnings and contributions.

** If each year’s tax savings of $637 is invested on an after-tax basis at 7%, the value at the end of 20 years would be $30,407, which when added to the after-tax value of pre-tax contributions

brings the total to $109,883.

Chart assumptions: Assumes contributions for 20 years and 7% interest over those 20 years and that the requirements for Roth distributions are met. The compounding concept is hypothetical,

for illustration only and not intended to represent performance of any specifi c investment, which may fl uctuate. Withdrawals, except qualifi ed Roth withdrawals, are generally taxable at ordinary

rates. You can lose money by investing in securities.

To model your own scenarios, visit PreparewithPru.com and use our Roth contribution calculator. Th e calculator will compare the two diff erent types of contributions and help you make a decision based on your individual circumstances.

Taxes Paid atDistribution

$0

Roth Contributions

Lump-SumWithdrawal Amount

$105,966

Traditional Pre-Tax Contributions

$26,491

$79,475

Lump-SumWithdrawal Amount

Taxes Paid at Distribution

Present Day

Traditional Pre-Tax

ContributionsRoth

Contributions

Annual salary $50,000 $50,000

Annual pre-tax contribution

to the Plan (5%)-$2,500 -$0

Taxable income $47,500 $50,000

Federal taxes (25%) $11,875 $12,500

Annual Roth contribution

to the Plan (5%)$0 $2,500

Take-home pay $35,625 $35,000

20 years later

Account balance at retirement $105,966 $105,966

Taxes paid at distribution (25%) -$26,491 -$0

Lump-sum withdrawal amount $79,475** $105,966

Switching Pre-Tax Contributions to Roth Contributions Roth contributions and earnings can be withdrawn tax- and penalty-free if the withdrawal is qualifi ed.*

The following chart shows how your withdrawals could be affected.

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

0

How to take action To start making Roth contributions, log in to your account at prudential.com/online/retirement, and click on

“Contribution Rate” under “Future Money” in the left-hand menu, then enter the Roth percentage you want

to contribute.

For help with any questions about your account, including how to roll over existing dollars into Roth,

call Prudential at 877-PRU-2100 (877-778-2100) weekdays from 8 a.m. to 9 p.m. ET.

7

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0186238-00003-00 RSMP217

Investment Performance and Disclosures Performance as of 04/30/2018

Please Note: Investment Categories are organized from least aggressive to most aggressive.This is the performance of all available investment options in your plan.

9

Average Annual Returns

One Year%

3 Years%

5 Years%

10 Years or{Since

Inception}%

InceptionDate

GrossExpense

Ratio*%

NetExpense

Ratio*%

Stable Value

Principal Preservation SeparateAccount

1.70% 1.74% N/A {1.78%} 11/21/2014 0.00 0.00

Fixed Income - Intermediate Bond

Dodge & Cox Income 1.09% 2.19% 2.52% 4.70% 0.43 0.43Metropolitan West Total Return BdPlan

-0.11% 1.06% 1.71% 5.21% 0.38 0.38

Vanguard Total Bond Market Index I -0.47% 0.97% 1.39% 3.54% 0.04 0.04

Fixed Income - Global/International

Goldman Sachs Global Income R6 0.85% 1.74% 1.98% 3.76% 0.77 0.68

Balanced - Target Date

Vanguard Target Retirement 2015Trust II

6.26% 4.51% 5.89% 5.48% 0.08 0.08


7.91% 5.41% 6.97% 5.91% 0.08 0.08


9.05% 6.05% 7.67% 6.15% 0.08 0.08


10.11% 6.53% 8.29% 6.33% 0.08 0.08


11.11% 7.04% 8.93% 6.64% 0.08 0.08


12.17% 7.50% 9.43% 6.96% 0.08 0.08


12.63% 7.74% 9.58% 7.04% 0.08 0.08


12.64% 7.72% 9.58% 7.03% 0.08 0.08


12.65% 7.69% 9.55% {11.68%} 08/30/2010 0.08 0.08


12.65% 7.68% 9.57% {10.25%} 03/01/2012 0.08 0.08


N/A N/A N/A {4.03%} 10/10/2017 0.08 0.08

Past performance does not guarantee future results and current performance may be lower or higher than the pastperformance quoted. The performance in this report is based in part, on adjusted historical returns of the oldest share class ofthe fund, which has been adjusted to reflect the fees and expenses of this share class. The investment return and principal valuewill fluctuate and share/units when sold may be worth more or less than the original cost. For more information, log on to theOnline Retirement Center at www.prudential.com/online/retirement and choose "Investment Performance" under your Planaccount.

RSMP2170186238-00003-0010

Average Annual Returns

One Year%

3 Years%

5 Years%

10 Years or{Since

Inception}%

InceptionDate

GrossExpense

Ratio*%

NetExpense

Ratio*%

Vanguard Target Retirement IncomeTrust II

4.42% 3.53% 4.10% 4.86% 0.08 0.08

Large Cap Stock - Blend

Vanguard Institutional Index I 13.23% 10.54% 12.93% 9.02% 0.04 0.04

Mid Cap Stock - Blend

Vanguard Extended Market Index Instl 12.15% 8.73% 11.80% 9.86% 0.06 0.06

Small Cap Stock - Value

American Beacon Small Cp Val Inst 6.25% 8.50% 11.19% 9.46% 0.83 0.83

Small Cap Stock - Growth

Franklin Small Cap Growth R6 20.23% 8.83% 13.31% 11.99% 0.65 0.63

International Stock - Growth

American Funds Europacific GrowthR6

17.77% 7.04% 8.12% 4.45% 0.50 0.50

T. Rowe Price International Discovery I 23.77% 12.74% 12.36% 7.91% 1.07 1.07

Past performance does not guarantee future results and current performance may be lower or higher than the pastperformance quoted. The performance in this report is based in part, on adjusted historical returns of the oldest share class ofthe fund, which has been adjusted to reflect the fees and expenses of this share class. The investment return and principal valuewill fluctuate and share/units when sold may be worth more or less than the original cost. For more information, log on to theOnline Retirement Center at www.prudential.com/online/retirement and choose "Investment Performance" under your Planaccount.

These returns are net of investment-related fees and charges as well as current contract fees (including asset charges). Your actualrate of return may differ from these returns depending on your specific account activity (including the timing of your contributions andpurchases and other account transactions), and any changes in contract charges. Investments in the market-valued funds involvethe risk and reward associated with the securities market. Investment performance reflects true period earnings. The InceptionDate represents the date assets were first invested in the fund or the date a specific share class was initiated. "N/A"indicated the fund was not in existence or data was not available/applicable at the time this statement was printed.Performance is based on 10 years when an Inception Date is not displayed.

*The net and gross expenses shown include the total operating expenses of the funds and the indirect expense of the funds'underlying portfolio. Your investment returns are reduced by various fees and expenses. For each plan investment option, the"Expense Ratio" columns show these charges as an annual percentage. Depending on the type of investment, these charges arepaid to Prudential or to unaffiliated mutual fund complexes or bank collective trusts. If your plan has mutual fund investment options,the Expense Ratio is not reduced by any fee or expense waivers from the fund complex, and therefore the actual Expense Ratio maybe lower. For other investment options, the benefit of any waivers is reflected in the Expense Ratio shown.

Some mutual funds and bank collective trusts, or their affiliates, compensate Prudential for selling their shares and servicing yourretirement plan, as detailed in the Fact Sheet for that investment option. For other investment options, the charges reflected in theExpense Ratio are typically deducted by Prudential in return for investment and recordkeeping services, and product distribution. Forsome plans, the charges also enable Prudential to satisfy the plan's request for allowances to defray plan expenses. Your retirementplan may not include investment options with lower fee structures or lower cost share classes in order to compensate Prudential, inthe aggregate, for servicing your retirement plan.

The performance in this report is based, in part, on adjusted historical returns of the oldest share class of the fund, which has beenadjusted to reflect the fees and expenses of this share class.

Fund/Portfolio Catagory Morningstar, an investment research and investmentmanagement firm, assigns each mutual fund to a category, based on their actualinvestment style as measured by their underlying portfolio holdings over the pastthree years. Categories for Manager of Managers separate accounts are deter-mined by Prudential.

Expense Ratio The net and gross expenses shown include the total operatingexpenses of the funds and the indirect expenses of the funds’ underlying portfolios.Your investment returns are reduced by various fees and expenses. For each planinvestment option, the “Expense Ratio” presentation shows these charges as anannual percentage. Depending on the type of investment, these charges are paid toPrudential or to unaffiliated mutual fund complexes or bank collective trusts. Formutual funds the Expense Ratio is not reduced by any fee or expense waivers fromthe fund complex (i.e., Gross Expense Ratio), and therefore the actual Expense Ratiomay be lower. For other investment options, including separate accounts and bankcollective trusts, the benefit of any waivers is reflected in the Expense Ratio (i.e.,Net Expense Ratio). Not all funds charge an Expense Ratio. Please see specific fundfactsheets for details.

Overall Morningstar RatingTM Portfolio’s overall rating.

Morningstar RatingTM (Open End Mutual Funds, Closed End Funds, orVariable Annuity Underlying Funds)

For each fund with at least a three-year history, Morningstar calculates aMorningstar Rating™ based on a Morningstar Risk-Adjusted Return measure thataccounts for variation in a funds’ monthly performance (including the effects ofsales charges, loads, and redemption fees), placing more emphasis on downwardvariations and rewarding consistent performance. The top 10% of funds in eachcategory receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. (Eachshare class is counted as a fraction of one fund within this scale and rated sepa-rately, which may cause slight variations in the distribution percentages.) TheOverall Morningstar Rating for a fund is derived from a weighted average of the per-formance figures associated with its three-, five-, and ten-year (if applicable)Morningstar Rating metrics. Past performance is no guarantee of future results.

Morningstar RatingTM (Group Annuity- Variable Annuity Subaccounts)

The Morningstar Rating™ is provided for those group variable annuities with at leasta three-year history. Ratings are based on the group variable annuity’s MorningstarRisk-Adjusted Return measure which accounts for variation in monthly performance,placing more emphasis on downward variations and rewarding consistent perform-ance. Morningstar compares each group variable annuity’s risk-adjusted return to theopen-end mutual fund rating breakpoints for that category. The group variable annuityMorningstar Rating does not affect the retail mutual fund data published byMorningstar. Consistent with the open-end mutual fund ratings, the top 10% of groupvariable annuities in each category receive 5 stars, the next 22.5% receive 4 stars, thenext 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive1 star. The Overall Morningstar Rating for each group variable annuity is derived froma weighted average of the performance figures associated with its three-, five- andten-year (if applicable) Morningstar Rating metrics. Past performance is no guaranteeof future results.

Morningstar RatingTM (Based on Extended Performance)

Please note, some of the Morningstar proprietary calculations, including theMorningstar Rating™, are not customarily calculated based on adjusted historicalreturns. The evaluation of this investment does not affect the retail mutual funddata published by Morningstar. For each retail mutual fund with at least a three-year history, Morningstar calculates a Morningstar Rating™ based on aMorningstar Risk-Adjusted Return measure that accounts for variation in a fund’smonthly performance (including the effects of sales charges, loads, and redemptionfees), placing more emphasis on downward variations and rewarding consistentperformance. The top 10% of funds in each category receive 5 stars, the next22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 starsand the bottom 10% receive 1 star. (Each share class is counted as a fraction of onefund within this scale and rated separately, which may cause slight variations in thedistribution percentages.) The Overall Morningstar Rating for a retail mutual fund isderived from a weighted average of the performance figures associated with itsthree-, five- and ten-year (if applicable) Morningstar Rating metrics. This invest-ment’s independent Morningstar Rating metric is then compared against the retailmutual fund universe breakpoints to determine its hypothetical rating. Past perform-ance is no guarantee of future results.

Portfolio Manager The name of the person(s) who determines which stocks,bonds and cash equivalents belong in the investment portfolio.

Morningstar Style Box/Investment Style Box While the category descriptiontells you how the portfolio has been run in the past, the Style Box is a snapshot ofwhat the portfolio currently owns. For equity separate accounts, Investment StyleBox data is based on a quarter lag and assigned by Prudential.

Morningstar Style BoxTM sdsdsdsddssdsdsdssdsssdsdsds asdasdasdasdasdadasdasdasdasdasdsdasdasdasdasdasdasd

The Morningstar Style BoxTM reveals a fund’s investment strategy. For equity fundsthe vertical axis shows the market capitalization of the long stocks owned and thehorizontal axis shows investment style (value, blend, or growth).

For fixed-income funds, the vertical axis shows the credit quality of the long bondsowned and the horizontal axis shows interest rate sensitivity as measured by abond's effective duration.

Morningstar seeks credit rating information from fund companies on a periodicbasis (e.g., quarterly). In compiling credit rating information Morningstar acceptscredit ratings reported by fund companies that have been issued by all NationallyRecognized Statistical Rating Organizations (NRSROs). For a list of all NRSROs,please visit http://www.sec.gov/divisions/marketreg/ratingagency.htm.Additionally, Morningstar accepts foreign credit ratings from widely recognized orregistered rating agencies. If two rating organizations/agencies have rated a secu-rity, fund companies are to report the lower rating; if three or moreorganizations/agencies have rated a security, fund companies are to report themedian rating, and in cases where there are more than two organization/agencyratings and a median rating does not exist, fund companies are to use the lower ofthe two middle ratings. PLEASE NOTE: Morningstar, Inc. is not itself an NRSRO nordoes it issue a credit rating on the fund. An NRSRO or rating agency ratings canchange from time-to-time.

For credit quality, Morningstar combines the credit rating information provided bythe fund companies with an average default rate calculation to come up with aweighted-average credit quality. The weighted-average credit quality is currently aletter that roughly corresponds to the scale used by a leading NRSRO. Bond fundsare assigned a style box placement of "low", "medium", or "high" based on theiraverage credit quality. Funds with a low credit quality are those whose weighted-average credit quality is determined to be less than "BBB-"; medium are those lessthan "AA-", but greater or equal to "BBB-"; and high are those with a weighted-aver-age credit quality of "AA-" or higher. When classifying a bond portfolio, Morningstarfirst maps the NRSRO credit ratings of the underlying holdings to their respectivedefault rates (as determined by Morningstar's analysis of actual historical defaultrates). Morningstar then averages these default rates to determine the averagedefault rate for the entire bond fund. Finally, Morningstar maps this average defaultrate to its corresponding credit rating along a convex curve.

For interest-rate sensitivity, Morningstar obtains from fund companies the averageeffective duration. Generally, Morningstar classifies a fixed-income fund's interest-rate sensitivity based on the effective duration of the Morningstar Core Bond Index(MCBI), which is currently three years. The classification of Limited will be assignedto those funds whose average effective duration is between 25% to 75% of MCBI'saverage effective duration; funds whose average effective duration is between 75%to 125% of the MCBI will be classified as Moderate; and those that are at 125% orgreater of the average effective duration of the MCBI will be classified as Extensive.For municipal bond funds, Morningstar also obtains from fund companies the aver-age effective duration. In these cases static breakpoints are utilized. These break-points are as follows: (i) Limited: 4.5 years or less; (ii) Moderate: more than 4.5years but less than 7 years; and (iii) Extensive: more than 7 years. In addition, fornon-US taxable and non-US domiciled fixed income funds static duration break-points are used: (i) Limited: less than or equal to 3.5 years; (ii) Moderate: greaterthan 3.5 and less than equal to 6 years; (iii) Extensive: greater than 6 years.

Morningstar Volatility Rank is an investment’s 3-year standard deviation overallpercentile rank within its US open-end, VA/L fund, or VA/L subaccount universe.The investment with the lowest standard deviation receives a rank of 1. We thenclassify investment portfolios as having one of three volatility levels relative to alltypes of mutual funds: Low, Moderate, and High. Investments with wider ranges ofreturns are labeled “high,” as they are considered riskier than “low” volatilityinvestments, which have had smaller ranges of returns.

The Fund Fact Sheet User’s Guide Page 1 0233352

FUND FACT SHEET USER’S GUIDEThis guide will help provide a glossary of terms and benchmark definitions commonly found on fund fact sheets.In providing this information Prudential Retirement is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity.

Prudential Retirement may benefit from advisory and other fees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds andother investment products or securities offered by Prudential Retirement or its affiliates. Investment vehicles sponsored or managed by a Prudential Retirementaffiliate generate more revenue for the Prudential enterprise than non-proprietary investment vehicles. Prudential Retirement's sales personnel generallyreceive greater compensation if plan assets are invested in proprietary investment vehicles. Prudential Retirement may benefit directly from the differencebetween investment earnings of Prudential Retirement's stable value funds and the amount credited to deposits in those funds. Prudential Retirement may alsobenefit from broker-dealer or other entities’ co-sponsorship of Prudential conferences.

11


©2017 Morningstar. All Rights Reserved. The information contained herein: (1)is proprietary to Morningstar and/or its content providers; (2) may not be copied ordistributed; and (3) is not warranted to be accurate, complete or timely. NeitherMorningstar nor its content providers are responsible for any damages or lossesarising from any use of this information. Past performance is no guarantee of futureresults.

Annual Performance Calendar year returns for the fund and corresponding bench-marks.

Top Five Holdings The top holdings are the stocks or bonds with the most influ-ence on a portfolio’s returns.

Allocation We break down the investment holdings into general investment class-es. The pie chart shows how much emphasis is placed on stocks, bonds or cash. Wealso show how much is held in foreign stocks. Bond investments replace the port-folio allocation chart with the following: Quality Distribution: We reveal the qualityof the bonds in a bond-heavy portfolio, from least risky to most risky, with the per-centage assigned to each.

Sector Allocation Morningstar classifies each stock holding into 11 major indus-trial sectors for all Retail, Non-Qualified and Variable Annuity Fact sheets. The topfive are listed on the Fund Fact Sheets. For Manager of Managers InstitutionalEquity Sub-Advised Separate Accounts Source of Sector Classification: S&P/MSCI.

Performance The total return is shown for the quarter, year-to-date and precedingyear, as well as the average annual total return for the past three, five, and 10 years,or since inception. To provide you with a point of comparison, the returns of thebenchmark indexes are shown for the quarter, year-to-date, one, three, five and 10year periods. For Manager of Managers separate accounts, we may also present asecond index reflecting the category’s performance.

Benchmark Performance The holdings and characteristics may differ from thoseof the benchmark(s), and such differences may be material. Factors affecting port-folio performance that do not affect benchmark performance may include portfoliorebalancing, the timing of cash flows, credit quality, diversification and differencesin volatility. In addition, financial indices do not reflect the impact of fees, applica-ble taxes or trading costs which reduce returns. Unless otherwise noted, financialindices assume reinvestment of dividends. You cannot make a direct investment inan index. The statistical data regarding such indices has not been independentlyverified.

Description of PRIAC Separate AccountsIn addition to registered mutual funds and bank collective trust funds, PRIAC makes avail-able an array of insurance company separate accounts (“Separate Account”) from whichthe retirement plan’s fiduciary can construct the investment lineup for your retirementplan. A PRIAC Separate Account is an insurance company separate account whoseinvestors include only qualified retirement plans and certain governmental retirementplans. PRIAC makes most Separate Accounts available as commingled investment vehi-cles; however, in certain instances, PRIAC may make a Separate Account available onlyto a single retirement plan client.

PRIAC offers a variety of different types of Separate Accounts through a group annuitycontract issued by PRIAC. Each retirement plan’s fiduciary is generally responsible for allinvestment decisions related to its plan and for selecting the investment options for theretirement plan’s investment lineup. Each retirement plan’s fiduciary is also responsiblefor monitoring and, if necessary, replacing the investment options on the retirementplan’s investment lineup. The following is a general description of the types of SeparateAccounts offered by PRIAC.

A Custom Client Separate Account PRIAC provides investors with the information inthis Fact Sheet to assist them in making investment decisions regarding the Fund.Investors must determine whether any other information is necessary in making thosedecisions. The investor is solely responsible for obtaining any other information requiredby the investor, which may not be available from PRIAC. To the extent PRIAC providessuch information, PRIAC makes no warranty as to the accuracy of such information andmakes no undertaking to continue to provide such information unless PRIAC agrees tocontinue to provide such information in writing. The investor is solely responsible for thedecision to invest or continue to invest in the Fund. PRIAC assumes no responsibility forany investor’s decision to invest or continue to invest in the Fund. Selection or terminationof the Fund on a retirement plan’s investment line-up is the sole responsibility of eachretirement plan’s fiduciary. These Separate Accounts are not part of the Manager ofManager’s program.

ISelect Platform: Limitation of PRIAC’s Responsibilities Institutional SelectSeparate Accounts PRIAC provides investors with the information in this Fact Sheet toassist them in making investment decisions regarding the Fund. Investors must determinewhether any other information is necessary in making those decisions. The investor issolely responsible for obtaining any other information required by the investor, which maynot be available from PRIAC. The investor is solely responsible for the decision to investor continue to invest in the Fund. PRIAC assumes no responsibility for any investor’s deci-sion to invest or continue to invest in the Fund. These Separate Accounts are not part ofthe Manager-of-Managers program and therefore, PRIAC does not assume any respon-sibility with respect to the selection, monitoring, or replacement of the investment man-ager. Selection or termination of the Fund on a retirement plan’s investment line-up is thesole responsibility of each retirement plan’s fiduciary.

PRIAC Manager-of-Managers Institutional Sub-Advised Separate AccountsWith respect to separate accounts designated by Prudential as Institutional Sub-AdvisedFunds under the Manager-of-Managers Program, PRIAC acknowledges it is a fiduciary asdefined by ERISA Section 3(38), as amended, for the selection, monitoring, and, if neces-sary, the replacement of the investment manager. Selection or termination of the fund ona retirement plan's investment line-up is the sole responsibility of each retirement plan'sfiduciary.

PRIAC Manager-of-Managers Retail-Branded Sub-Advised Separate AccountsWith respect to separate accounts designated by Prudential as Retail-Branded Sub-Advised Funds under the Manager-of-Managers Program, PRIAC acknowledges it is afiduciary as defined by ERISA Section 3(38), as amended, for the selection, monitoring,and if necessary, replacement of the investment manager. Selection or termination of theFund on a retirement plan’s investment line-up is the sole responsibility of each retire-ment plan’s fiduciary.

Proprietary Separate Accounts Proprietary Funds are managed by an affiliate ofPRIAC. Although PRIAC may provide periodic monitoring with respect to certainProprietary Funds, Proprietary Funds are not part of PRIAC’s Manager-of-ManagersProgram, and therefore, PRIAC does not assume any responsibility with respect to theselection, monitoring, or replacement of the investment manager. Selection or termina-tion of the Fund on a retirement plan’s investment line-up is the sole responsibility ofeach retirement plan’s fiduciary.

Prudential Retirement Separate Account Fund-of-Fund Products These Fund-of-Funds are not part of the Manager-of-Managers program, and therefore, PRIAC does notassume any responsibility with respect to the selection, monitoring, or replacement of theunderlying investment options. Selection or termination of the Fund on a retirementplan’s investment line-up is the sole responsibility of each retirement plan’s fiduciary.

Custom Plan Investment Options (Recordkeeping Constructs)These investment options are designed and maintained by your plan sponsor and/or theplan's investment adviser and are not investment options offered by PRIAC. PRIAC pro-vides investors with the information in this Fact Sheet to assist them in making invest-ment decisions regarding the investment option. Investors must determine whether anyother information is necessary in making those decisions. The investor is solely respon-sible for obtaining any other information required by the investor, which may not be avail-able from PRIAC. The investor is solely responsible for the decision to invest or continueto invest in the investment option. PRIAC assumes no responsibility for any investor’sdecision to invest or continue to invest in the investment option. Selection or terminationof the Fund on a retirement plan’s investment line-up is the sole responsibility of eachretirement plan’s fiduciary. These investment options are not part of the Manager-of-Managers program.

Description of PICA Separate AccountsThe Prudential Insurance Company of America, Inc. (PICA) makes available groupannuity insurance contracts such as variable annuities and insurance company sep-arate accounts to institutional clients. Each retirement plan’s fiduciary is generallyresponsible for all investment decisions related to its plan and for selecting theinvestment options for the retirement plan’s investment lineup. Each retirementplan’s fiduciary is also responsible for monitoring and, if necessary, replacing theinvestment options on the retirement plan’s investment lineup.

For More InformationPara hablar con un representante de servicios al cliente en español (u otroslenguajes), por favor, llama a nuestro numero gratuito 800 entre las 8:00 a.m. ylas 8:00 p.m., Hora del Este, días de trabajo. (To speak with a Prudential ServiceRepresentative through an interpreter in Spanish (or other languages), please call our toll-free number week-days between 8:00 a.m. and 8:00 p.m. Eastern Time.)

Mutual funds are distributed by Prudential Investment Management Services LLC. (PIMS)a registered broker-dealer. Prudential Fixed Income and Prudential Real Estate Investorsare units of PGIM, Inc. Effective January 4, 2016, Prudential Investment Management(“PIM”) rebranded itself as PGIM to coincide with the expansion of its businesses aroundthe world. QMA, Jennison Associates, and PGIM are registered investment advisors. Allare Prudential Financial companies and affiliates of Prudential Retirement Insurance andAnnuity Company (PRIAC).

QMA is the primary business name of Quantitative Management Associates LLC.

12


3-Year Constant Maturity Treasury(CMT) Index: Treasury Yield Curve Rates,commonly referred to as "ConstantMaturity Treasury" rates, or CMTs, areinterpolated by the U.S. Treasury from thedaily yield curve. This curve, which relatesthe yield on a security to its time to maturi-ty is based on the closing market bid yieldson actively traded Treasury securities inthe over-the-counter market. These marketyields are calculated from composites ofquotations obtained by the Federal ReserveBank of New York. The yield values areread from the yield curve at a fixed maturityof 3 years.

3-Year Treasury Average Yield: Theaverage daily treasury yield for U.S.Treasury Notes with a maturity of threeyears (negotiable debt obligations of theU.S. Government, considered intermediatein maturity).

5-Year Treasury Average Yield: Theaverage daily treasury yield for U.S.Treasury Notes with a maturity of fiveyears (negotiable debt obligations of theU.S. Government, considered intermediatein maturity).

60% Russell 1000 Growth Index/40%Bloomberg Barclays U.S. AggregateBond Index: An unmanaged, weighted-average composite consisting of the Russell1000® Growth Index (60%) and theBloomberg Barclays Aggregate Bond Index(40%).

60% Russell 1000 Growth Index/40%Bloomberg Barclays U.S. IntermediateGovernment/ Credit Index: An unman-aged, weighted-average composite con-sisting of the Russell 1000 Growth Index(60%)aandatheaBloombergaBarclaysIntermediate U.S. Government/ CreditIndex (40%).

60% Russell 1000 Value Index/40%Bloomberg Barclays U.S. AggregateBond Index: An unmanaged, weighted-average composite consisting of the Russell1000 Value Index (60%) and the BloombergBarclays Aggregate Bond Index (40%).

60% Russell 1000 Value Index/40%Bloomberg Barclays U.S. IntermediateGovernment/ Credit Index: An unman-aged, weighted-average composite con-sisting of the Russell 1000 Value Index(60%) and the Bloomberg BarclaysIntermediate U.S. Government/ CreditIndex (40%).

60% S&P 500 Index/40% BloombergBarclays U.S. Aggregate Bond Index: Anunmanaged, weighted-average compositeIndex that consists of the S&P 500 Index(60%) and the Bloomberg Barclays U.S.

Aggregate Bond Index (40%).

Bloomberg Barclays Global AggregateBond Index Ex-US (USD Hedged):Measures the performance of global invest-ment grade fixed-rate debt markets thatexcludes USD-dominated securities.

Bloomberg Barclays Municipal 10 Yr 8-12 Index: Measures the performance ofUSD-denominated long-term tax exemptbond market with maturities of 10 years(8-12), including state and local general obliga-tion bonds, revenue bonds, insured bonds,and prerefunded bonds.

Bloomberg Barclays Municipal 20 Yr17-22 Index: Measures the performance ofUSD-denominated long-term tax exemptbond market with maturities of 20 years(17-22), including state and local general obliga-tion bonds, revenue bonds, insured bonds,and prerefunded bonds.

Bloomberg Barclays Municipal 3 Yr 2-4Index: Measures the performance of USD-denominated long-term tax exempt bondmarket with maturities of 3 years(2-4),including state and local general obligationbonds, revenue bonds, insured bonds, andprerefunded bonds.

Bloomberg Barclays U.S. AggregateBond Index: Measures the performance ofinvestment grade, U.S. dollar-denominated,fixed-rate taxable bond market, includingTreasuries, government-related and corpo-rate securities, MBS (agency fixed-rate andhybrid ARM pass-through’s), ABS, andCMBS. It rolls up into other BloombergBarclays flagship indices, such as the multi-currency Global Aggregate Index and theU.S. Universal Index, which includes highyield and emerging markets debt.

BloombergaBarclaysaMunicipalCalifornia Exempt TR: Measures the per-formance of USD-denominated long-term taxexempt bond market, including Californiabonds only.

Bloomberg Barclays Municipal NewYork Exempt TR: Measures the perform-ance of USD-denominated long-term taxexempt bond market, including New Yorkbonds only.

Bloomberg Barclays U.S. CorporateHigh-Yield Index: Measures the perform-ance of USD-denominated, non-investmentgrade, fixed-rate, taxable corporate bonds,including corporate bonds, fixed-rate bullet,putable,and callabledbonds,SECdRuleg144Asecurities,Original issue zeros, Pay-in-kind(PIK) bonds, Fixed-rate and fixed-to-floatingcapital securities.

Bloomberg Barclays U.S. High YieldBond Index, 2% Issuer Capped:

Measures the performance of USD-denomi-nated, non-investment grade, fixed-rate, tax-able corporate bonds. It follows the samerules as the uncapped index but limits theexposure of each issuer to 2% of the totalmarket value and redistributes any excessmarket value index-wide on a pro-rata basis.

Bloomberg Barclays U.S. IntermediateGovernment/ Credit Index: Measures theperformance of the U.S. investment gradefixed rate bond market, with index compo-nents for Agencies, Financial Institutions,Industrial, Treasuries and Utility, withremaining time to maturity of 1-10 years. It’sa custom index.

Bloomberg Barclays U.S. Credit Index:Measures the performance of the USCorporate and a non-corporate componentthat includes foreign agencies, sovereigns,supranationals and local authorities. It is asubset of the US Government/Credit Indexand the US Aggregate Index.

Bloomberg Barclays U.S. GovernmentIndex: Measures the performance of theU.S. Treasury and U.S. Agency Indices,including Treasuries and U.S. agency deben-tures. It is a component of the U.S.Government/Credit Index and the U.S.Aggregate Index.

Bloomberg Barclays Govt/Corp 1 YrDuration Index: Measures the performanceof investment grade, U.S. denominated,fixed-rate securities excluding STRIPS, TIPSand floaters. Its minimum index rating is A3and the max maturity is 5 years.

Bloomberg Barclays U.S. Government1-5 Year Index:Measures the performanceof US Treasurys and US Agency bonds withmaturities of 1 (inclusive) to 5 (exclusive)years.

Bloomberg Barclays U.S. GovernmentBond Index: Measures the performance ofthe U.S. Treasury and U.S. Agency Indices,including Treasuries and U.S. agency deben-tures. It is a component of the U.S.Government/Credit Index and the U.S.Aggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit 1-5 Year Index:Measures the performance of the non-secu-ritized component of the U.S. AggregateIndex including treasuries, government-relat-ed issues and corporates with maturities ofone to five years. It is a subset of the U.S.Aggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit 5-10 Year Index:Measures the performance of the USCorporate and a non-corporate componentwith maturities of 5-10 year that includesforeign agencies, sovereigns, supranationals

and local authorities. It is a subset of the USGovernment/Credit Index and the USAggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit Index: Measures theperformance of non-securitized componentof the U.S. Aggregate Index includingTreasuries, government-related issues andcorporates. It is a subset of the U.S.Aggregate Index.

Bloomberg Barclays U.S. GovernmentLong Index: Measures the performance ofnon-securitized component of the U.S.Aggregate Index with maturities of 10 yearsand greater, including Treasuries, govern-ment-related issues and corporates. It is asubset of the U.S. Aggregate Index.

Bloomberg Barclays U.S. Long TermGovernment/ Credit Index: Measures theperformance of non-securitized componentof the U.S. Aggregate Index with maturitiesof 10 years and greater, including Treasuries,government-related issues and corporates. Itis a subset of the U.S. Aggregate Index.

Bloomberg Barclays U.S. Long TermCredit Index:Measures the performance ofthe US Corporate and a non-corporate com-ponent that includes foreign agencies, sov-ereigns, supranationals and local authori-ties with maturities of 10 years andgreater. It is a subset of the USGovernment/Credit Index and the USAggregate Index.

Bloomberg Barclays U.S. MortgageBacked Securities Index: Measures theperformance of the agency mortgage-backedpass-through securities (both fixed-rate andhybrid ARM) issued by Ginnie Mae (GNMA),Fannie Mae (FNMA), and Freddie Mac(FHLMC).

Bloomberg Barclays U.S. MunicipalIndex: Measures the performance of USD-denominated long-term tax exempt bondmarket, including state and local generalobligation bonds, revenue bonds, insuredbonds, and prerefunded bonds.

Bloomberg Barclays U.S. TreasuryInflation-Protected Securities (TIPS)Index:Measures the performance of rules-based, market value-weighted inflation-protected securities issued by the U.S.Treasury. It is a subset of the GlobalInflation-Linked Index (Series-L).

Bloomberg Barclays U.S. UniversalIndex: Measures the performance of USD-denominated, taxable bonds that are ratedeither investment grade or high-yield. Itrepresents the union of the U.S. AggregateIndex, U.S. Corporate High Yield Index,Investment Grade 144A Index, EurodollarIndex, U.S. Emerging Markets Index, and

Benchmark DefinitionsMSCI has not approved, reviewed or produced this report, makes no express or implied warranties or representations and is not liable whatsoever for any data in the report. You maynot redistribute the MSCI data or use it as a basis for other indices or investment products. Certain information contained in this product or report is derived by PGIM, Inc. in part fromMSCI’s EAFE, Emerging Markets™, Europe ex U.K., Japan Net Dividend, Pacific Ex Japan Net Dividend and/or United Kingdom Net Dividend Index (the “Index Data”).However, MSCI has not reviewed this product or report, and MSCI does not endorse or express any opinion regarding this product or report or any analysis or other information containedherein or the author or source of any such information or analysis. Neither MSCI nor any third party involved in or related to the computing or compiling of the Index Data makes anyexpress or implied warranties, representations or guarantees concerning the Index Data or any information or data derived therefrom, and in no event shall MSCI or any third party haveany liability for any direct, indirect, special, punitive, consequential or any other damages (incuding lost profits) relating to any use of this information. Any use of the Index Data requiresa direct license from MSCI. None of the Index Data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decisionand may not be relied on as such.

• Source: Bloomberg Barclays Indices, POINT ©2017 Bloomberg Barclays Inc.:"Bloomberg Barclays and POINT are registered trademarks of Bloomberg Barclays Inc. or its affiliates".

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excludes USD-dominated securities.

Bloomberg Barclays Municipal 10 Yr 8-12 Index: Measures the performance ofUSD-denominated long-term tax exemptbond market with maturities of 10 years(8-12), including state and local general obliga-tion bonds, revenue bonds, insured bonds,and prerefunded bonds.

Bloomberg Barclays Municipal 20 Yr17-22 Index: Measures the performance ofUSD-denominated long-term tax exemptbond market with maturities of 20 years(17-22), including state and local general obliga-tion bonds, revenue bonds, insured bonds,and prerefunded bonds.

Bloomberg Barclays Municipal 3 Yr 2-4Index: Measures the performance of USD-denominated long-term tax exempt bondmarket with maturities of 3 years(2-4),including state and local general obligationbonds, revenue bonds, insured bonds, andprerefunded bonds.

Bloomberg Barclays U.S. AggregateBond Index: Measures the performance ofinvestment grade, U.S. dollar-denominated,fixed-rate taxable bond market, includingTreasuries, government-related and corpo-rate securities, MBS (agency fixed-rate andhybrid ARM pass-through’s), ABS, andCMBS. It rolls up into other BloombergBarclays flagship indices, such as the multi-currency Global Aggregate Index and theU.S. Universal Index, which includes highyield and emerging markets debt.

BloombergaBarclaysaMunicipalCalifornia Exempt TR: Measures the per-formance of USD-denominated long-termtax exempt bond market, including Californiabonds only.

Bloomberg Barclays Municipal NewYork Exempt TR: Measures the perform-ance of USD-denominated long-term taxexempt bond market, including New Yorkbonds only.

Bloomberg Barclays U.S. CorporateHigh-Yield Index: Measures the perform-ance of USD-denominated, non-investmentgrade, fixed-rate, taxable corporate bonds,including corporate bonds, fixed-rate bullet,putable,and callabledbonds,SECdRuleg144Asecurities,Original issue zeros, Pay-in-kind(PIK) bonds, Fixed-rate and fixed-to-floatingcapital securities.

Bloomberg Barclays U.S. High YieldBond Index, 2% Issuer Capped:Measures the performance of USD-denomi-nated, non-investment grade, fixed-rate, tax-able corporate bonds. It follows the samerules as the uncapped index but limits theexposure of each issuer to 2% of the totalmarket value and redistributes any excessmarket value index-wide on a pro-rata basis.

Bloomberg Barclays U.S. IntermediateGovernment/ Credit Index: Measures theperformance of the U.S. investment gradefixed rate bond market, with index compo-nents for Agencies, Financial Institutions,Industrial, Treasuries and Utility, withremaining time to maturity of 1-10 years. It’sa custom index.

Bloomberg Barclays U.S. Credit Index:Measures the performance of the USCorporate and a non-corporate componentthat includes foreign agencies, sovereigns,supranationals and local authorities. It is a

subset of the US Government/Credit Indexand the US Aggregate Index.

Bloomberg Barclays U.S. GovernmentIndex: Measures the performance of theU.S. Treasury and U.S. Agency Indices,including Treasuries and U.S. agency deben-tures. It is a component of the U.S.Government/Credit Index and the U.S.Aggregate Index.

Bloomberg Barclays Govt/Corp 1 YrDuration Index: Measures the performanceof investment grade, U.S. denominated,fixed-rate securities excluding STRIPS, TIPSand floaters. Its minimum index rating is A3and the max maturity is 5 years.

Bloomberg Barclays U.S. Government1-5 Year Index:Measures the performanceof US Treasurys and US Agency bonds withmaturities of 1 (inclusive) to 5 (exclusive)years.

Bloomberg Barclays U.S. GovernmentBond Index: Measures the performance ofthe U.S. Treasury and U.S. Agency Indices,including Treasuries and U.S. agency deben-tures. It is a component of the U.S.Government/Credit Index and the U.S.Aggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit 1-5 Year Index:Measures the performance of the non-secu-ritized component of the U.S. AggregateIndex including treasuries, government-relat-ed issues and corporates with maturities ofone to five years. It is a subset of the U.S.Aggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit 5-10 Year Index:Measures the performance of the USCorporate and a non-corporate componentwith maturities of 5-10 year that includesforeign agencies, sovereigns, supranationalsand local authorities. It is a subset of the USGovernment/Credit Index and the USAggregate Index.

B l o o m b e r g a B a r c l a y s a U . S .Government/Credit Index: Measures theperformance of non-securitized componentof the U.S. Aggregate Index includingTreasuries, government-related issues andcorporates. It is a subset of the U.S.Aggregate Index.

Bloomberg Barclays U.S. GovernmentLong Index: measures the performance ofthe U.S. Treasury and U.S. Agency Indiceswith maturities of 10 years and greater,including Treasuries and U.S. agency deben-tures. It is a component of the U.S.Government/Credit Index and the U.S.Aggregate Index.

Bloomberg Barclays U.S. Long TermGovernment/ Credit Index: Measures theperformance of non-securitized componentof the U.S. Aggregate Index with maturitiesof 10 years and greater, including Treasuries,government-related issues and corporates. Itis a subset of the U.S. Aggregate Index.

Bloomberg Barclays U.S. Long TermCredit Index:Measures the performance ofthe US Corporate and a non-corporate com-ponent that includes foreign agencies, sov-ereigns, supranationals and local authori-ties with maturities of 10 years andgreater. It is a subset of the USGovernment/Credit Index and the USAggregate Index.

Bloomberg Barclays U.S. MortgageBacked Securities Index: Measures theperformance of the agency mortgage-backedpass-through securities (both fixed-rate andhybrid ARM) issued by Ginnie Mae (GNMA),Fannie Mae (FNMA), and Freddie Mac(FHLMC).

Bloomberg Barclays U.S. MunicipalIndex: Measures the performance of USD-denominated long-term tax exempt bondmarket, including state and local generalobligation bonds, revenue bonds, insuredbonds, and prerefunded bonds.

Bloomberg Barclays U.S. TreasuryInflation-Protected Securities (TIPS)Index:Measures the performance of rules-based, market value-weighted inflation-protected securities issued by the U.S.Treasury. It is a subset of the GlobalInflation-Linked Index (Series-L).

Bloomberg Barclays U.S. UniversalIndex: Measures the performance of USD-denominated, taxable bonds that are ratedeither investment grade or high-yield. Itrepresents the union of the U.S. AggregateIndex, U.S. Corporate High Yield Index,Investment Grade 144A Index, EurodollarIndex, U.S. Emerging Markets Index, andthe non-ERISA eligible portion of the CMBSI n d e x . f f f f f f f f f f f f f f f f f f f f f f f f f f f s d

Bloomberg Commodity Index: gggggggMeasures the performance of future con-tracts on physical commodities which tradedon US exchanges and London MetalExchange. The commodity weightings arebased on production and liquidity, subject toweighting restrictions applied annually.

BofAML 100 Technology Index:Measures the performance of a cross sectionof large, actively traded technology stocksand ADRs. It was developed with a basevalue of 200.00 as of January 30, 1998. Theindex is rebalanced annually based on clos-ing prices on the third Friday in December. Itis equal-dollar weighted.

BofAML 3-Month U.S. Treasury BillIndex: Measures the performance of a sin-gle issue of outstanding treasury bill whichmatures closest to, but not beyond, threemonths from the rebalancing date. The issueis purchased at the beginning of the monthand held for a full month; at the end of themonth that issue is sold and rolled into anewly selected issue.

BofAML All Convertibles/All QualitiesIndex: Measures the performance of USD-denominated convertibles that are sold inthe US market and publicly traded in the USincluding coupon bonds, OIDs, and zeros.Qualifying securities must have at least$50mn in market value. Qualifying compa-nies must have a significant revenue foot-print in the US. It is capitalization-weighted.

BofAML Preferred Stock Fixed RateIndex: Measures the performance of fixedrate US dollar denominated preferred securi-ties issued in the US domestic market.Qualifying securities must have an invest-ment grade rating and must have an invest-ment grade rated country of risk.

BofAML High Yield Master II Index:measures the performance of short-term USdollar denominated below investment gradecorporate debt publicly issued in the USdomestic market. Qualifying securities must

have at least 18 months to final maturity atthe time of issuance, at least one yearremaining term to final maturity as of therebalancing date, a fixed coupon scheduleand a minimum amount outstanding of $100million. It is capitalization-weighted.

BofAML USD LIBOR 3 Mon CM Index:Measures the performance of a syntheticasset paying Libor to a stated maturity. It isbased on the assumed purchase at par of asynthetic instrument having exactly its stat-ed maturity and with a coupon equal to thatdays fixing rate. That issue is assumed to besold the following business day (priced at ayield equal to the current day fixing rate) androlled into a new instrument.

CBOE S&P 500 BuyWrite BXM: designedto show the hypothetical performance of aportfolio that engages in a buy-write strate-gy using S&P 500 index call options.

Citigroup 3 Month T-Bill Index:Measures the performance of the last threethree-month Treasury bill month-end rates.

Citigroup ESBI-Capped Brady Index:Measures the performance of US Dollaremerging market debt that has been restruc-tured under the Brady Plan.

Citigroup Dollar World Non-U.S.Government Bond Index: Measures theperformance of fixed-rate, local currency,investment-grade sovereign bonds of allWGBI countries except the United Statesand is stated in US dollar terms. It is a subsetof Citigroup World Government Bond Index(WGBI).

Custom (Conservative, Moderate,Aggressive) Portfolios Benchmarks:These indices are composite benchmarksthat reflect the weighted average of thebenchmarks of the underlying funds in whicheach specific Custom Portfolio invests.

Dow Jones Relative Risk Indices: Aretotal-portfolio indices that allow investors toevaluate the returns on their portfolios con-sidering the amount of risk they have taken.The family includes global and U.S. indicesfor five risk profiles—aggressive, moderate-ly aggressive, moderate, moderately conser-vative and conservative. These profiles aredefined based on incremental levels ofpotential risk relative to the risk of an all-stock index.

Dow Jones Target Indices: Measures theperformance of total portfolios of stocks,bonds and cash that automatically adjustover time to reduce potential risk as aninvestor’s target maturity date approaches.

Dow Jones U.S. Financials SectorIndex: Measures the performance of all USstocks in the Dow Jones US Index classifiedinto financial sector. The sector classifica-tions is defined by the proprietary classifica-tion system which used by S&P Dow Jones.It is a free-float weighted index.

Dow Jones U.S. Healthcare SectorIndex: Measures the performance of all USstocks in the Dow Jones US Index classifiedinto health care sector. The sector classifica-tions is defined by the proprietary classifica-tion system which used by S&P Dow Jones.It is a free-float weighted index.

Dow Jones U.S. Select Real EstateInvestment Trust (REIT) Index: Measuresthe performance of publicly traded real

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estate investment trusts(REITs) and REIT-likesecurities. The index is a subset of the DowJones US Select Real Estate Securities Index(RESI). The index is designed to serve asproxy for direct real estate investment, inpart by excluding companies whose perform-ance may be driven by factors other than thevalue of real estate.

Dow Jones U.S. Select Real EstateSecurities IndexSM (RESI): Measures theperformance of publicly traded real estatesecurities. Represents equity real estateinvestment trusts (REITs) and real estateoperating companies (REOCs) traded in theU.S.

Dow Jones U.S. TelecommunicationsSector Index: Measures the performanceof US stocks in the Dow Jones US Index thatare classified into telecommunications sec-tor. The sector classifications is defined bythe proprietary classification system whichused by S&P Dow Jones. It is a free-floatweighted index.

Dow Jones U.S. Utilities Sector Index:Measures the performance of all US stocksin the Dow Jones US Index classified intoUtilities sector. The sector classifications isdefined by the proprietary classification sys-tem which used by S&P Dow Jones. It is afree-float weighted index.

Dow Jones Wilshire 5000 Total MarketIndex: Measures the performance of all USequity securities with readily available pricedata. Over 5,000 capitalization weightedsecurity returns are used to adjust theindex.It is weighted by both full market cap-italization and float-adjusted market capital-ization.

Dow Jones Wilshire REIT Index:Measures the performance of U.S. publicly-traded Real Estate Investment Trusts. It's asubset of the Wilshire Real Estate SecuritiesIndex. The purpose was to create indexes ofpublicly-traded real estate equity securitieswithout the limitations of other appraisal-based indexes. These indexes serve as prox-ies for direct real estate investing by exclud-ing securities whose value is not always tiedto the value of the underlying real estate(mortage REITs, net-lease REITs, real estatefinance companies, mortgage brokers andbankers, commercial and residential realestate brokers, home builders, largelandowners and sub-dividers of unimprovedland, hybrid REITs and timber REITs).

FTSE NAREIT U.S. Real Estate Index:Measures the performance of REIT perform-ance indexes that spans the commercial realestate space across the US economy. It con-tains all Equity REITs not designated asTimber REITs or Infrastructure REITs. Theindex is market-capitalisation weighted.

IA SBBI US 30 Day TBill Index:Measuresthe performance of a single issue of out-standing Treasury Bill which matures closestto, but not beyond, one month from therebalancing date. The issue is purchased atthe beginning of the month and held for a fullmonth; at the end of the month that issue issold and rolled into a newly selected issue.The index is calculated by Morningstar andthe raw data is from WSJ.

iMoneyNet Taxable Money FundsIndex: Measures the equally weightedreturns of over 1,600 of the largest taxablemoney market funds.

JPM EMBI Global Index: Measures theperformance of fix-rate for external-currencydenominated debt instruments includingbrady bonds, loans, Eurobonds in emergingmarkets. Countries covered are Argentina,Brazil, Bulgaria, Mexico, Morocco, Nigeria,the Philippines, Poland, Russia, and SouthAfrica. It covers more of the eligible instru-ments than the EMBI+ by relaxing somewhatthe strict EMBI+ limits on secondary markettrading liquidity.

JP Morgan GBI Global ex-US Index (USDollar Hedged): Is an unmanaged indexmarket representative of the total return per-formance in U.S. dollars on an unhedgedbasis of major non-U.S. bond markets.

JPM GBI Global Ex US TR Hdg USD:The J.P. Morgan GBI series provides acomprehensive measure of local currencydenominated fixed rate government debtissued in developed markets. The seriesconsists of five core index products cover-ing developed markets. The broadestseries tracks 27 countries.

Lifetime Funds Custom Benchmarks:These indices are composite benchmarksthat reflect the weighted average of thebenchmarks for the underlying funds inwhich each specific Lifetime Fund invests.

Lipper Balanced Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) for the investment objective(to conserve principal by maintaining a bal-anced portfolio of stocks and bonds).Typically, the stock/bond ratioranges around60%/40%.

Lipper Emerging Markets Funds Index:Is an equal dollar weighted index of the 30largest qualifying mutual funds in the LipperEmerging Markets universe (based on year-end total net assets).

Lipper Flexible Portfolio Funds Index:Represents the average of the 30 largestqualifying mutual funds in the Lipper FlexiblePortfolio investment objective category(based on year-end total net assets). Themutual funds that comprise the Index allo-cate their investments across various assetclasses, including domestic common stocks,bonds and money market instruments, with afocus on total return.

Lipper Global Funds Index: The averageof the 30 largest qualifying mutual funds(based on year-end total net assets) for theinvestment objective to invest at least 25%of its portfolio in securities traded outsideof the United States). These funds mayown U.S. securities as well.

Lipper High Yield Bond Funds Index: Is awidely recognized index of the 30 largestmutual funds that invest primarily in highyield bonds.

Lipper International Funds Index:Measures the performance of the 30largest mutual funds in the internationallarge cap core fund objective, as deter-mined by Lipper, Inc.

Lipper Intermediate Investment GradeIndex: Represents the average of the 30largest qualifying mutual funds (based onyear end total net assets) for the investmentobjective. Funds that invest primarily ininvestment-grade debt issues (rated in thetop four grades) with dollar-weighted aver-

age maturities of five to ten years.

Lipper Large-Cap Core Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Large-CapUniverse. These funds, by portfolio practice,invest at least 75% of their equity assets incompanies with market capitalizations (on athree-year weighted basis) greater than300% of the dollar-weighted median marketcapitalization of the middle 1,000 securitiesof the S&P SuperComposite 1500 Index.These funds typically have an average price-to-earnings ratio, price-to-book ratio, andthree-year sales-per-share growth value,compared to the S&P 500 Index.

Lipper Large-Cap Growth Funds Index:Is an unmanaged, equally weighted perform-ance index of the 30 largest qualifying mutu-al funds (based on net assets) in the LipperLarge-Cap classification.

Lipper Large-Cap Value Funds Index:Measures the performance of the 30 largestmutual funds that invest in the large-capvalue range, as determined by Lipper, Inc.Lipper categorizes Value Funds as those thatseek long-term growth of capital by invest-ing in companies that are considered to beundervalued relative to a major unmanagedstock index based on a price-to-earnings,price-to-book value, asset value or other fac-tors.

Lipper Mid Cap Funds Index: Is anunmanaged, equally weighted performanceindex of the 30 largest qualifying mutualfunds (based on net assets) in the LipperMicro Cap classification.

Lipper Mid-Cap Core Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Mid-CapUniverse. These funds, by portfolio practice,invest at least 75% of their equity assets incompanies with market capitalizations (on athree-year weighted basis) less than 300%of the dollar-weighted median market capi-talization of the middle 1,000 securities ofthe S&P SuperComposite 1500 Index. Thesefunds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, com-pared to the S&P Midcap 400 Index.

Lipper Mid-Cap Growth Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Mid-CapUniverse. These funds, by portfolio practice,invest at least 75% of their equity assets incompanies with market capitalizations (on athree-year weighted basis) less than 300%of the dollar-weighted median market capi-talization of the middle 1,000 securities ofthe S&P SuperComposite 1500 Index. Thesefunds typically have an above average price-to-earnings ratio, price-to-book ratio, andthree-year sales-per-share growth value,compared to the S&P Midcap 400 Index.

Lipper Mid-Cap Value Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Mid-CapUniverse. These funds, by portfolio practice,invest at least 75% of their equity assets incompanies with market capitalizations (on athree-year weighted basis) less than 300%of the dollar-weighted median market capi-talization of the middle 1,000 securities of

the S&P SuperComposite 1500 Index. Thesefunds typically have a below average price-to- earnings ratio, price-to-book ratio, andthree-year sales-per-share growth value,compared to the S&P Midcap 400 Index.

Lipper Real Estate Funds Index: Anequally weighted index of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Real Estateuniverse. These funds invest at least 65% oftheir portfolios in equity securities of domes-tic and foreign companies engaged in thereal estate industry.

Lipper Science and Technology FundsIndex: Represents the average of the 30largest qualifying mutual funds in the LipperScience and Technology universe (based onyear-end total net assets). These funds, byportfolio practice, invest at least 65% oftheir equity assets in science and technologystocks.

Lipper Small-Cap Core Funds Index:Measures the performance of the 30 largestmutual funds in the small capitalizationrange, as determined by Lipper, Inc.

Lipper Small-Cap Growth Funds Index:Is an unmanaged, equally weighted perform-ance index of the 30 largest qualifying mutu-al funds (based on net assets) in the LipperSmall-Cap classification.

Lipper Small-Cap Value Funds Index:Represents the average of the 30 largestqualifying mutual funds (based on year-endtotal net assets) in the Lipper Small-CapUniverse. These funds, by portfolio practice,invest at least 75% of their equity assets incompanies with market capitalizations (on athree-year weighted basis) less than 250%of the dollar-weighted median of the small-est 500 of the middle 1,000 securities of theS&P SuperComposite 1500 Index. Thesefunds typically have a below average priceto- earnings ratio, price-to-book ratio, andthree-year sales-per-share growth value,compared to the S&P SmallCap 600 Index.

Morningstar Long-Only CommodityIndex: Measures the performance of futurecontracts on eligible long commodities.Eligibilty is defined as a commodity that hasfuture contracts traded on one of the USexchanges and rank in the top 95% by the12-month average of total dollar value ofopen interest. The index is reconstitutedannually, on the third Friday of Decembereach year. It is a fully collateralized commod-ity futures index.

Morningstar Lifetime Moderate Indices:Measures the performance of a portfolio ofglobal equities, bonds and traditional infla-tion hedges such as commodities and TIPS.This portfolio is held in proportions appropri-ate for a US investor who is recently retired.The Moderate risk profile is for investorswho are comfortable with average exposureto equity market volatility.

Morningstar Target Risk Index: TheMorningstar Target Risk Index family isdesigned to meet the needs of investorswho would like to maintain a target level ofequity exposure through a portfolio diversi-fied across equities, bonds and inflation-hedgedginstruments.gThe MorningstarModerate Target Risk Index seeks approxi-mately 60% exposure to global equity mar-kets.

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Morningstar Moderate Target RiskIndex: The Morningstar Target Risk Indexfamily is designed to meet the needs ofinvestors who would like to maintain a tar-get level of equity exposure through a port-folio diversified across equities, bonds andinf lat ion-hedgedginst ruments .gTheMorningstar Moderate Target Risk Indexseeks approximately 60% exposure toglobal equity markets.

Morningstar Technology Sector Index:Measures the performance of companiesengaged in the design, development, andsupport of computer operating systems andapplications. This sector also includes com-panies that provide computer technologyconsulting services. Also includes compa-nies engaged in the manufacturing of com-puter equipment, data storage products,networking products, semiconductors, andcomponents.

MSCI ACWI Investable Market Index(IMI): captures large, mid and small caprepresentation across 23 DevelopedMarkets (DM) and 23 Emerging Markets(EM) countries. With 8,594 constituents,the index is comprehensive, coveringapproximately 99% of the global equityinvestment opportunity set.

MSCI All Country Far East Ex. JapanIndex: Measures the performance of thelarge and mid cap segments of the Far Eastregion, excluding Japan equity securities,including developed and emerging market.It is free float-adjusted market-capitaliza-tion weighted.

MSCI All Country World Ex. U.S. Index:Measures the performance of the large andmid cap segments of the particular regions,excluding USA equity securities, includingdeveloped and emerging market. It is freefloat-adjusteddmarket-capitalizationweighted.

MSCI All Country World Ex. U.S.Growth Index: Measures the performanceof the growth large and mid cap segmentsof the particular regions, excluding USAequity securities, including developed andemerging market. It is free float-adjustedg-market-capitalization weighted.

MSCI EAFE Growth Index (net):Measures the performance of the growthlarge and mid cap segments of equity secu-rities in developed markets, excluding theUS & Canada. It is free float-adjusted mar-ket-capitalization weighted.

MSCI EAFE Index (net): Measures theperformance of the large and mid cap seg-ments of developed markets, excluding theUS & Canada equity securities. It is freefloat-adjusteddmarket-capitalizationweighted.

MSCI EAFE Value Index (net):Measuresthe performance of the value large and midcap segments of developed markets,excluding the US & Canada equity securi-ties. It is free float-adjusted market-capi-talization weighted.

MSCI EMF Index (net):Measures the per-formance of the large and mid cap seg-ments of emerging market equity securi-ties. It is free float-adjusted market-capi-talization weighted.

MSCI EM (Emerging Markets) Latin

America Index: Measures the perform-ance of the large and mid cap segments ofemerging Latin America equity securities. Itis free float-adjusted market-capitalizationweighted.

MSCI Emerging Markets Net DividendIndex: Measures the performance of thelarge and mid cap segments of emergingmarket equity securities. It is free float-adjustedgmarket-capitalization weighted.

MSCI Europe Index: Measures the per-formance of the large and mid cap seg-ments of developed Europe equity securi-ties. It is free float-adjusted market-capi-talization weighted.

MSCI India Index: Measures the perform-ance of the large and mid cap segments ofIndia equity securities. It is free float-adjusted market-capitalization weighted.

MSCI Japan Index: Measures the per-formance of the large and mid cap seg-ments of Japan equity securities. It is freefloat-adjusteddmarket-capitalizationweighted.

MSCI Metals/Mining Index: Measuresthe performance of the large and mid capmetals and mining (industry) segments ofworld equity securities. It is constructedusing GICS-Global Industry ClassificationStandard. The index is free float-adjustedg-market-capitalization weighted.

MSCI Pacific Index: Measures the per-formance of the large and mid cap seg-ments of the developed Pacific region equi-ty securities. It is free float-adjusted mar-ket-capitalization weighted.

MSCI Pacific Free Index: Same con-stituents as MSCI Pacific Index, the “Free”index captures the history of certain ofthose constituents that were not deemed“developed” in previous years.

MSCI US REIT Index: Measures the per-formance of the large, mid and small capsegments of the US equity securities. It iscomprised of Equity REITs securities andbased on the MSCI USA Investable MarketIndex, with the exception of Mortgage REITand selected Specialized REITs. The indexrepresents approximately most of the USREIT universe and securities are classifiedin the REIT sector according to the GlobalIndustry Classification Standard. It is a freefloat market capitalization weighted index.

MSCI World Ex USA SMID Index:Measures the performance of small andmid segment of World excluding USA equi-ty securities. It captures mid and small rep-resentation accross 22 of 23 developedmarket countries and 21 emerging marketscountries and it covers approximately 28%of the free float-adjusted market capitaliza-tion in each country. The index is free float-adjusted market capitalization weighted.

MSCI World Growth Index (net):Measures the performance of the growthlarge and mid cap segments of world equitysecurities. It is free float-adjusted market-capitalization weighted.

MSCI World Index: Measures the per-formance of the large and mid cap seg-ments of world equity securities. It is freefloat-adjustedgmarket-capitalizationweighted.

MSCI World Ex US Index: Measures theperformance of the large and mid cap seg-ments of world, excluding US equity securi-ties. It is free float-adjusted market-capi-talization weighted.

MSCI ACWI Ex USA Value Index:Measures the performance of the valuelarge and mid cap segments of the particu-lar regions, excluding USA equity securi-ties, including developed and emergingmarket. It is free float-adjusted market-capitalization weighted.

MSCI ACWI Index: Measures the per-formance of the large and mid cap seg-ments of all country markets,excluding theUS. It is free float-adjusted market-capital-ization weighted.

MSCI China Index: Measures the per-formance of the large and mid cap seg-ments of emerging China equity securities.It is free float-adjusted market-capitaliza-tion weighted.

MSCI World Real Estate Index:Measures the performance of the large andmid cap real estate (industry group) seg-ments of world equity securities. It is con-structed using GICS-Global IndustryClassification Standard. The index is freefloat-adjustedgmarket-capitalizationweighted.

MSCI World Small Cap Index:Measuresthe performance of the small cap segmentof world equity securities. It is free float-adjusted market-capitalization weighted.

MSCI World Value Index (net):Measuresthe performance of the value large and midcap segments of world equity securities.

National Association of Real EstateInvestment Fiduciaries (NCREIF) Open-End Diversified Core Equity Fund Index(NFI-ODCE): Is a quarterly time series com-posite total rate of return measure of invest-ment performance of a very large pool ofindividual commercial real estate propertiesacquired in the private market for investmentpurposes only. All properties in the NPI havebeen acquired, at least in part, on behalf oftax-exempt institutional investors - the greatmajority being pension funds. As such, allproperties are held in a fiduciary environ-ment.

NYSE Arca Tech Index: The NYSE ArcaTech 100 is comprised of 100 listed and over-the-counter stocks from 14 different sub-sec-tors including computer hardware, software,semiconductors, telecommunications, datastorage and processing, electronics andbiotechnology. Archipelago®”, “ARCA®”,“ARCAEX®”, “NYSE®”, “NYSE ARCASM”and “NYSE Arca Tech 100SM” are trade-marks of the NYSE Group, Inc. andArchipelago Holdings, Inc. This Fund is notsponsored, endorsed, sold or promoted byArchipelago Holdings, Inc. (“ARCA”). ARCAmakes no representation or warranty regard-ing the advisability of investing in securitiesgenerally, in the Fund particularly, or the abil-ity of the NYSE Arca Tech 100 Index to trackgeneral stock market performance.

PRREF Composite Index: The SeparateAccount’s aggregate benchmark return,which is comprised of (a) the NCREIF Open-End Diversified Core Equity Fund Index(“NFIODCE”), S&P Developed Property Indexand the Citigroup U.S. Domestic 3 Month T-

Bill Total Return Index, weighted on a month-ly basis to correspond to the SeparateAccount’s investment allocation, for periodsprior to and including September 30, 2012and (b) 75% NFI-ODCE and 25% the S&PDeveloped Property Index for periodsOctober 1, 2012 and after. PRREF’s cus-tomized benchmark (the “Benchmark”) uti-lizes the NFI-ODCE (the “Index”) to judge theperformance of the Fund’s investments in pri-vate real estate. The Index is published quar-terly with the final returns released approxi-mately one month after quarter end. In orderto produce the Benchmark on a monthlybasis, as is required by most investors, theIndex is estimated intraquarter and trued upwhen the final Index values are published.This can result in the Benchmark returns fora quarter being subject to change until thistrue up has occurred.

Retirement Goal Custom Benchmarks:These indices are composite benchmarksthat reflect the weighted average of thebenchmarks of the underlying funds in whicheach specific Retirement Goal Fund invests.

Russell 1000® Growth Index: Measuresthe performance of the large-cap growthsegment of the US equity securities. Itincludes the Russell 1000 index companieswith higher price-to-book ratios and higherforecasted growth values. It is market-capi-talization weighted. Russell InvestmentGroup is the source and owner of the trade-marks, service marks and copyrights relatedto the Russell Indexes. Russell® is a trade-mark of Russell Investment Group.

Russell 1000® Index: Measures the per-formance of the large-cap segment of the USequity securities. It is a subset of the Russell3000 index and includes approximately 1000of the largest securities based on a combina-tion of their market cap and current indexmembership.

Russell 1000® Value Index:Measures theperformance of the large-cap value segmentof the US equity securities. It includes theRussell 1000 index companies with lowerprice-to-book ratios and lower expectedgrowth values. It is market-capitalizationweighted. Russell Investment Group is thesource and owner of the trademarks, servicemarks and copyrights related to the RussellIndexes. Russell® is a trademark of RussellInvestment Group.

Russell 2000® Growth Index: Measuresthe performance of small-cap growth seg-ment of the US equity universe. It includesthose Russell 2000 companies with higherprice-to-value ratios and higher forecastedgrowth values. It is market-capitalizationweighted. Russell Investment Group is thesource and owner of the trademarks, servicemarks and copyrights related to the RussellIndexes. Russell® is a trademark of RussellInvestment Group.

Russell 2000® Index: Measures the per-formance of the small-cap segment of the USequity universe. It is a subset of the Russell3000 and includes approximately 2000 of thesmallest securities based on a combinationof their market cap and current index mem-bership. Russell Investment Group is thesource and owner of the trademarks, servicemarks and copyrights related to the RussellIndexes. Russell® is a trademark of RussellInvestment Group.

16


Russell 2000® Value Index:Measures the performance ofsmall-cap value segment of the US equity universe. Itincludes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. It is mar-ket-capitalization weighted. Russell Investment Group is thesource and owner of the trademarks, service marks andcopyrights related to the Russell Indexes. Russell® is atrademark of Russell Investment Group.

Russell 2500® Growth Index:Measures the performanceof the small to mid-cap growth segment of the US equityuniverse. It includes Russell 2500 index companies withhigher price-to-book ratios and higher forecasted growthvalues. It is market-capitalization weighted.

Russell 2500® Index: Measures the performance of thesmall to mid-cap segment of the US equity universe. It is asubset of the Russell 3000 index includes approximately2500 of the smallest securities based on the combination oftheir market cap and current index membership.

Russell 2500® Value Index:Measures the performance ofthe small to mid-cap value segment of the US equity uni-verse. It includes Russell 2500 index companies with lowerprice-to-book and lower forecasted growth values. It is mar-ket-capitalization weighted.

Russell 3000 Growth Index: Measures the performanceof the broad growth segment of the US equity universe. Itincludes Russell 3000 index companies with higher price-to-book ratios and higher forecasted growth values. It is mar-ket-capitalization weighted.

Russell 3000 Value Index: Measures the performance ofthe broad value segment of US equity value universe. Itincludes Russell 3000 index companies with lower price-to-book ratios and lower forecasted growth values. It is mar-ket-capitalization weighted.

Russell 3000® Index: Measures the performance of thelargest 3000 US companies representing approximately98% of the investable US equity market. It is market-capital-ization weighted.

Russell Developed ex North America Large Cap IndexNet: Measures the performance of the large cap segment ofglobal developed equity markets, excluding companiesassigned to the U.S. It is a subcomponent of the RussellGlobal Index, which is designed to capture 98% of the glob-al equity market capitalization available to institutionalinvestors.

Russell Greater China Index:Measures the performanceof the China equity market based on liquid and eligible equi-ty securities covering large, mid and small cap securitiesand is a component of the Russell Global Index. It is market-capitalization weighted.

Russell Midcap® Growth Index:jMeasures the perform-ance of the mid-cap growth segment of the US equity uni-verse. It includes Russell midcap index companies withhigher price-to-book ratios and higher forecasted growthvalues. It is market-capitalization weighted. RussellInvestment Group is the source and owner of the trade-marks, service marks and copyrights related to the RussellIndexes. Russell® is a trademark of Russell InvestmentGroup.

Russell Midcap® Index: Measures the performance ofthe mid-cap segment of the US equity universe. It is a subsetof Russell 1000 index and includes approximately 800 of thesmallest securities based on a combination of their marketcap and current index membership. The index representsapproximately 31% of the total market capitalization of theRussell 1000 companies.

Russell Midcap® Value Index: Measures the perform-ance of the mid-cap value segment of the US equity uni-verse. It includes Russell midcap index companies withlower price-to-book ratios and lower forecasted growth val-ues. It is market-capitalization weighted.

Russell Top 200 Index: Measures the performance of thelargest cap segment of the US equity universe. It is a subsetof the Russell 3000 index and includes approximately 200 ofthe largest securities based on a combination of their mar-

ket cap and current index membership. The index representapproximately 68% of the US market.

SFDCP Retirement Simple Benchmark: Is a compositeof other indexes. These subindexes represent two majorasset classes-equity and fixed income. The asset classesare weighted within each Target Date Index to reflect a tar-geted level of risk. Over time, the weights are adjustedbased on predetermined formulas to reduce the level ofpotential risk as the index's maturity date approaches.S&P 500 Index (50%), the Russell 2000 Index (5%), theMSCI EAFE Index (5%), and Bloomberg Barclays U.S.Aggregate Bond Index (40%). An unmanaged, weighted-average composite Index.

S&P 1500 Consumer Discretionary Index:Measures theperformance of consumer discretionary(sector) segment ofUS equity securities. It comprises those companies includedin the S&P Composite 1500 that are classified as membersof the Global Industry Classification Standard(GICS)Consumer Discretionary (sector).

S&P 1500 Cons Staples TR: Measures the performance ofconsumer staples (sector) segment of US equity securities.It comprises those companies included in the S&PComposite 1500 that are classified as members of theGlobal Industry Classification Standard(GICS) ConsumerStaples (sector).

S&P 1500 Energy Index: Measures the performance ofenergy(sector) segment of US equity securities. It comprisesthose companies included in the S&P Composite 1500 thatare classified as members of the Global IndustryClassification Standard(GICS) Energy (sector).

S&P 1500 Financials TR: Measures the performance ofFinancials(sector) segment of US equity securities. It com-prises those companies included in the S&P Composite1500 that are classified as members of the Global IndustryClassification Standard(GICS) Financials (sector).

S&P 1500 Health Care TR: Measures the performance ofhealth care(sector) segment of US equity securities. It com-prises those companies included in the S&P Composite1500 that are classified as members of the Global IndustryClassification Standard(GICS) Health Care (sector).

S&P 1500 Industrials Index: Measures the performanceof industrials(sector) segment of US equity securities. Itcomprises those companies included in the S&P Composite1500 that are classified as members of the Global IndustryClassification Standard(GICS) Industrials (sector).

S&P 1500 Telecom Services TR: Measures the perform-ance of Telecom Services(sector) segment of US equitysecurities. It comprises those companies included in theS&P Composite 1500 that are classified as members of theGlobal Industry Classification Standard(GICS) TelecomServices (sector).

S&P 1500 Utilities TR: Measures the performance ofUtilities(sector) segment of US equity securities. It compris-es those companies included in the S&P Composite 1500that are classified as members of the Global IndustryClassification Standard(GICS) Utilities (sector).

S&P 500® Index:Measures the performance of 500 widelyheld stocks in US equity market. Standard and Poor's choos-es member companies for the index based on market size,liquidity and industry group representation. Included are thestocks of industrial, financial, utility, and transportationcompanies. Since mid 1989, this composition has been moreflexible and the number of issues in each sector has varied.It is market capitalization-weighted.

S&P 500 Technology Index: Measures the performanceof all those companies held in the S&P 500 index that areclassified as a information technology(sector) companyusing the Global Industry Classification Standard(GICS) sys-tem.

S&P 500 Value Index:Measures the performance of valuestocks drawn from the S&P 500 index. The complete marketcapitalizaion of S&P 500 index is divided into growth andvalue segments by using three factors: sales growth, theratio of earnings change to price, and momentum.

S&P Global REIT : Measures the performance of publiclytraded equity REITs listed in both developed and emergingmarkets. It is a member of the S&P Global Property IndexSeries.

S&P Completion Index:Measures the performance of allmembers of the S&P TMI index except for the current con-stituents of the S&P 500. It covers approximately 3000 con-stituents, offering investors broad exposure to mid, small,and micro cap companies. The index is market-capitalisationweighted.

S&P Composite 1500® Index:Measures the performanceof widely available, liquid stocks in US equity market. Itcombines three leading indices - S&P 500, S&P MidCap 400,and S&P SmallCap 600, to cover approximately 90% of theUS market capitalization.

S&P Developed Property Index: This index defines andmeasures the investable universe of publicly traded prop-erty companies domiciled in developed markets. The com-panies in the index are engaged in real estate relatedactivities, such as property ownership, management,development, rental and investment.

S&P MidCap 400 Index: Measures the performance ofmid-sized US companies, reflecting the distinctive risk andreturn characteristics of this market segment. It comprisesstocks in the middle capitalization range, covering approxi-mately 7% of the of US equity market.

S&P North American Natural Resources SectorIndex: Measures the performance of US traded securitiesthat are calsssified under the Global Industry ClassificationStandard(GICS) energy and materials (sector) excluding thechemicals (industry) and steel (sub-industry).

S&P United States REIT: Measures the performance ofinvestable universe of pubilcly traded real estate investmenttrusts domiciled in the United States.

S&P/LSTA Leveraged Loan TR: Measures the perform-ance of 100 loan facilities drawn from the S&P/LSTA (LoanSyndications and Trading Association) Leveraged LoanIndex (LLI). Standard & Poor's chooses these based on mar-ket weightings, spreads, and interest payments of thelargest facilities in the leveraged loan market.

Prudential Real Assets composite index: This index iscomposed of future contracts on physical commodities trad-ed on U.S. exchanges, with the exception of aluminum, nick-el and zinc, which trade on the London Metal Exchange.

S&P Small Cap 600 Index: Measures the performance ofsmall cap segment of US equity market. It consists of 600domestic stocks chosen for market size, liquidity, and indus-try group representation and covers approximately 3% ofthe domestic equities market.

S&P Total Market Index: Measures the performance ofall large, mid, small nad micro cap companies and othercommon equities listed on NYSE (including NYSE Arca), theNYSE Alternext, the NASDAQ Global Select Market, theNASDAQ Global Market and the NASDAQ Capital Market.It is market-capitalisation weighted.

U.S. Treasury 6 Month Certificate of Deposit (CD)Index: The average of the secondary market interest ratesfor nationally traded 6 month certificates of deposit.

U.S. Treasury T-Bill Auction Average 3-Month Index:Measures the performance of the average investment rateof US T-Bills securities with the maturity of 3 months.

Vanguard Balanced Composite Index: Made up oftwo unmanaged benchmarks, weighted 60% Dow JonesWilshire 5000 Index and 40% Bloomberg Barclays U.S.Aggregate Bond Index through May 31, 2005; 60% MSCIU.S. Broad Market Index and 40% Bloomberg BarclaysU.S. Aggregate Bond Index thereafter.

Wellington Composite Index: is a combination of unman-aged industry benchmarks: 65% S&P 500 Index and 35%Bloomberg Barclays Credit A or Better Index. Prior to March1, 2000, weighted 65% S&P 500 Index and 35% BloombergBarclays Long Credit AA or Better Index.

17

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19

Dodge & Cox Income A Mutual Fund

First Quarter 2018 Fund Fact Sheet

0261900

Key Facts INVESTMENT ADVISOR: Dodge & CoxFUND CATEGORY: Intermediate-Term BondINDEX: BBgBarc US Agg Bond TR USD®NET ASSETS: $55,213.6 MillionINCEPTION DATE: 1/3/1989TICKER SYMBOL: DODIX

GROSS EXPENSE RATIO: 0.43% of Fund Assets

OVERALL MORNINGSTAR RATINGTM: ★★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 858PORTFOLIO MANAGER(S): Anthony J. Brekke CFA;

Adam S. Rubinson CFA;Lucinda I. Johns CFA;

Charles F. Pohl CFA; Dana M. Emery CFA

Overall Morningstar Rating as of quarter ending03/31/2018. The Morningstar Rating shown is for the shareclass of this fund only; other classes may have differentperformance characteristics. ©2018 Morningstar, Inc. AllRights Reserved. Additional Morningstar information isavailable in the User Guide.

Morningstar Volatility Rank As of 03/31/2018

INVESTMENT ▼

LOW MODERATE HIGH ▲ CATEGORY

In the past, this investment has shown a relatively smallrange of price fluctuations relative to other investments.Based on this measure, currently more than two thirds of allinvestments have shown higher levels of risk. Consequently,this investment may appeal to investors looking for a conservative investment strategy.

Morningstar®Style BoxTM As of 12/31/2017

The vertical axis represents the Fund's average credit quality as measured by Standard & Poor’s® rating service. High >= AA Medium <AA and >=BBB Low <BBB The horizontal axis represents the Fund's sensitivity to interest rates as measured by the average effective duration: Ltd <=3.5 Yrs Mod > 3.5 Yrs and <=6 Yrs Ext > 6 Yrs

Annual Performance

Mutual Fund* Index 2017 4.36% 3.54%2016 5.61% 2.65%2015 -0.59% 0.55%2014 5.48% 5.97%2013 0.64% -2.02%

DESCRIPTION/OBJECTIVEThe investment seeks a high and stable rate of current income, consistent with long-term preservation of capital. The fund invests in a diversified portfolio of bonds and other debt securities. Under normal circumstances, the fund will invest at least 80% of its total assets in (1) investment-grade debt securities and (2) cash equivalents. "Investment grade" means securities rated Baa3 or higher by Moody's Investors Service, or BBB- or higher by Standard & Poor's Ratings Group or Fitch Ratings, or equivalently rated by any nationally recognized statistical rating organization, or, if unrated, deemed to be of similar quality by Dodge & Cox.

There is no assurance the objectives will be met.

Fixed income investment (bond) funds are subject to interest rate risk; their value will decline as interest rates rise. Fund shares are not guaranteed by the U.S. Government.

Top Five Holdings As of 12/31/2017

United States Treasury Notes 1.625% SNR ................1.11% United States Treasury Notes 1.125% PIDI ................1.10% United States Treasury Notes 1.375% PIDI ................1.10% United States Treasury Notes 0.875% PIDI ................1.09% United States Treasury Notes 0.125% SNR ................1.04%

Top Five Sectors As of 12/31/2017

US Corporate ............................................................. 36.05% Securitized ................................................................ 35.38% Government .............................................................. 19.19% Cash (%of FI assets) ................................................... 5.09% Municipal .................................................................... 4.30%

Holdings and Sector allocations are ranked as a percentage of net assets and subject to change without notice.

Quality Distribution As of 12/31/2017

AAA 57.44%BBB 28.05%BB 5.54%A 3.93%AA 3.69%Below B 1.35%

Characteristics As of 12/31/2017

Mutual Fund Index Effective Duration (Yrs) 4.20 NA Average Maturity (Yrs) 7.50 NA Number of Holdings - Long 1031 NA Portfolio Turnover (%) NA NA

Performance(%) As of 03/31/2018

Cumulative Returns Average Annual Total Returns

QTD YTD 1 Year 3 Year 5 Year 10 Year Since InceptionMutual Fund* -0.90 -0.90 2.21 2.34 2.77 4.86 NA Index -1.46 -1.46 1.20 1.20 1.82 3.63 ---

Morningstar RatingTM ★★★★★ ★★★★★ ★★★★★

# of Funds in Category 858 784 561

*Fees that Prudential Retirement and its affiliates receive in connection with plan investments in this fund include an annual sub-accounting and/or servicing fee of up to 0.08%. Such fees, if applicable to this fund, compensate Prudential Retirement for selling the fund’s shares and servicing your retirementplan. The fund’s expense ratio includes these fees. Other investment options may generate more or less revenue than the fees associated with this fund. If the aggregate revenue from your plan exceeds our associated costs, we earn a profit. Otherwise, we incur a loss. Other share classes of this fund may have a lower expense ratio, but your plan’s investment options do not include such shares to compensate us for distribution and plan servicing.

Performance: The performance quoted represents past performance. The investment value and return will fluctuateso that an investment, when redeemed, may be worth more or less than original cost. Past performance does notguarantee future results. Current performance may be lower or higher than the performance quoted. For performancedata current to the most recent month end, please call 1-877-778-2100. These performance results represent thechange in net asset value of an investment over a stated period, assuming the reinvestment of dividends and capital gain distributions. Market Timing: Frequent exchanging of investment options may harm long-term investors. Your plan and/or the fund have policiesto detect and deter exchanges that may be abusive. Those policies may require us to modify or suspend purchase or exchangeprivileges.

Prospectus: Investors should consider the fund’s investment objectives, risks, charges and expenses beforeinvesting. The prospectus, and if available the summary prospectus, contain complete information about theinvestment options available through your plan. Please call 1-877-778-2100 for a free prospectus and if available, asummary prospectus that contain this and other information about the mutual funds. You should read the prospectusand the summary prospectus, if available, carefully before investing. It is possible to lose money when investing insecurities.

Benchmark indices are unmanaged and cannot be invested in directly. See User Guide for index definitions.

Securities products and services are offered through Prudential Investment Management Services LLC (PIMS), Newark, NJ, a Prudential Financial company. © 2018 Prudential Financial, Inc. and its related entities. Prudential, the Prudential logo, the Rock symbol and Bring Your Challenges are service marks of Prudential Financial, Inc., and its related entities, registered in many jurisdictions worldwide.

20

Metropolitan West Total Return Bd Plan A Mutual Fund


0261900

Key Facts INVESTMENT ADVISOR: Metropolitan West Asset

Management, LLC.FUND CATEGORY: Intermediate-Term BondINDEX: BBgBarc US Agg Bond TR USD®NET ASSETS: $18,297.6 MillionINCEPTION DATE: 7/29/2011TICKER SYMBOL: MWTSX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 858PORTFOLIO MANAGER(S): Bryan T. Whalen CFA;

Tad Rivelle; Laird R. Landmann; Stephen M.

Kane CFA



INVESTMENT ▼





Annual Performance

Mutual Fund* Index 2017 3.49% 3.54%2016 2.56% 2.65%2015 0.25% 0.55%2014 6.16% 5.97%2013 0.45% -2.02%

DESCRIPTION/OBJECTIVEThe investment seeks to maximize long-term total return. The fund pursues its objective by investing, under normal circumstances, at least 80% of its net assets in investment grade fixed income securities or unrated securities that are determined by the Adviser to be of similar quality. Up to 20% of the fund's net assets may be invested in securities rated below investment grade. The fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities it regards as bonds.




2 Year US Treasury Note Future Mar18 ....................11.49% US 5 Year Note (CBT) Mar18 .......................................5.69% US Treasury Bond 2.75% ............................................4.60% US Treasury Note 2% ..................................................4.05% Fed Natl Mort Assc 3.5% ............................................2.49%


Securitized ................................................................ 34.15% Government .............................................................. 33.98% US Corporate ............................................................. 20.25% Derivative .................................................................... 5.56% Cash (%of FI assets) ................................................... 5.25%



AAA 62.39%A 17.23%BBB 11.29%AA 3.82%Below B 2.69%BB 1.98%B 0.56%Not Rated 0.04%






Morningstar RatingTM ★★★ ★★★★ ★★★★★


*Prudential Retirement and its affiliates do not receive finder’s fees, 12b-1, sub-accounting or servicing fees in connection with plan investments in this fund. Such fees, if applicable to this fund, compensate Prudential Retirement for selling the fund’s shares and servicing your retirement plan. The fund’s expense ratio includes these fees. Other investment options may generate more or less revenue than the fees associated with this fund. If the aggregate revenue from your plan exceeds our associated costs, we earn a profit. Otherwise, we incur a loss. Other share classes of this fund may have a lower expense ratio, but your plan’s investment options do not include such shares to compensate us for distribution and plan servicing.

Performance: The performance quoted represents past performance. The performance in this report is based onadjusted historical returns of the oldest share class of the fund, which has been adjusted to reflect the fees of theexpenses of this share class. The investment value and return will fluctuate so that an investment, when redeemed,may be worth more or less than original cost. Past performance does not guarantee future results. Currentperformance may be lower or higher than the performance quoted. For performance data current to the most recentmonth end, please call 1-877-778-2100. These performance results represent the change in net asset value of aninvestment over a stated period, assuming the reinvestment of dividends and capital gain distributions. Market Timing: Frequent exchanging of investment options may harm long-term investors. Your plan and/or the fund have policiesto detect and deter exchanges that may be abusive. Those policies may require us to modify or suspend purchase or exchangeprivileges.




21

Vanguard Total Bond Market Index I A Mutual Fund


0261900

Key Facts INVESTMENT ADVISOR: Vanguard Group IncFUND CATEGORY: Intermediate-Term BondINDEX: BBgBarc US Agg Bond TR USD® NET ASSETS: $39,247.9 MillionINCEPTION DATE: 9/18/1995TICKER SYMBOL: VBTIXGROSS EXPENSE RATIO: 0.04% of Fund AssetsOVERALL MORNINGSTAR RATINGTM: ★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 858 PORTFOLIO MANAGER(S): Joshua C. Barrickman CFA



INVESTMENT ▼





Annual Performance

Mutual Fund* Index 2017 3.57% 3.54%2016 2.61% 2.65%2015 0.41% 0.55%2014 5.90% 5.97%2013 -2.14% -2.02%

DESCRIPTION/OBJECTIVEThe investment seeks the performance of Bloomberg Barclays U.S. Aggregate Float Adjusted Index. Bloomberg Barclays U.S. Aggregate Float Adjusted Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States-including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities-all with maturities of more than 1 year. All of its investments will be selected through the sampling process, and at least 80% of its assets will be invested in bonds held in the index.




United States Treasury Notes 2.125% SNR ................0.47% United States Treasury Notes 2.625% SNR ................0.43% United States Treasury Notes 2.125% SNR ................0.42% United States Treasury Notes 1.375% PIDI ................0.42% United States Treasury Notes 1.75% SNR P ...............0.41%


Government .............................................................. 46.02% US Corporate ............................................................. 26.95% Securitized ................................................................ 23.72% Cash (%of FI assets) ................................................... 2.63% Municipal .................................................................... 0.68%



AAA 69.56%BBB 14.62%A 12.35%AA 3.47%






Morningstar RatingTM ★★★ ★★★ ★★★ # of Funds in Category 858 784 561


Performance: The performance quoted represents past performance. The investment value and return will fluctuateso that an investment, when redeemed, may be worth more or less than original cost. Past performance does notguarantee future results. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-877-778-2100. These performance results represent thechange in net asset value of an investment over a stated period, assuming the reinvestment of dividends and capitalgain distributions. Market Timing: Frequent exchanging of investment options may harm long-term investors. Your plan and/or the fund have policiesto detect and deter exchanges that may be abusive. Those policies may require us to modify or suspend purchase or exchangeprivileges.




22

Goldman Sachs Global Income R6 A Mutual Fund


0261904

Key Facts INVESTMENT ADVISOR: Goldman Sachs Asset

Management IntlFUND CATEGORY: World BondINDEX: Citi WGBI NonUSD USD®NET ASSETS: $268.1 MillionINCEPTION DATE: 7/31/2015TICKER SYMBOL: GBIUX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 264PORTFOLIO MANAGER(S): Andrew F. Wilson; Iain

Lindsay CFA



INVESTMENT ▼





Annual Performance

Mutual Fund* Index 2017 2.78% 10.33%2016 3.46% 1.81%2015 0.37% -5.54%2014 6.12% -2.68%2013 0.51% -4.56%

DESCRIPTION/OBJECTIVEThe investment seeks a high total return, emphasizing current income, and, to a lesser extent, providing opportunities for capital appreciation. The fund normally invests at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) ("Net Assets") in a portfolio of fixed income securities of U.S. and foreign issuers. Foreign securities include securities of issuers located outside the U.S. or securities quoted or denominated in a currency other than the U.S. dollar. It also enters into transactions in foreign currencies, typically through the use of forward contracts and swap contracts. It is non-diversified.


Fixed income investment (bond) funds are subject to interest rate risk; their value will decline as interest rates rise. Fund shares are not guaranteed by the U.S. Government. Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation and political and economic changes. This may result in greater share price volatility.


Ginnie Mae Jumbos TBA 4% .....................................-5.32% Ginnie Mae Jumbos TBA 4% ......................................5.32% Japan(Govt Of) 1.3% ...................................................4.84% Fms Wertmanagement 1.875% ...................................3.10% Japan(Govt Of) 2.5% ...................................................3.01%

Top Five Countries As of 12/31/2017

United States ............................................................ 47.31% Japan ........................................................................ 18.85% Germany ...................................................................... 6.44% Cayman Islands ........................................................... 4.75% United Kingdom .......................................................... 3.13%

Holdings and Country allocations are ranked as a percentage of net assets and subject to change without notice.


AAA 36.8%A 31.1%BBB 16.6%AA 12.1%Not Rated 3.2%Below B 0.2%


Mutual Fund Index Effective Duration (Yrs) 7.29 NA Average Maturity (Yrs) NA NA Number of Holdings - Long 1049 NA Portfolio Turnover (%) NA NA



QTD YTD 1 Year 3 Year 5 Year 10 Year Since InceptionMutual Fund* -0.37 -0.37 1.74 1.69 2.41 3.78 NA Index 4.42 4.42 12.93 5.02 1.36 1.82 ---

Morningstar RatingTM ★★ ★★★★ ★★★★







23

This material has been prepared by Vanguard Fiduciary Trust Company, which is not affiliated with Prudential Retirement. Prudential Retirement serves as recordkeeper for your plan, but does not make any representations as to the accuracy or completeness of the information contained in the fact sheet. This information is provided for informational purposes only and should not be considered a recommendation to buy or sell any security. Any performance data quoted represents past performance, and past performance does not guarantee future results. In general, the investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. For additional information, please call Prudential Retirement 1-877-778-2100.

24

Fact Sheet | March 31, 2018

Vanguard Target Retirement 2015 Trust II

Balanced fund (stocks and bonds)

Risk levelLow High

Total netassets

Expense ratio as of 01/04/16

Inceptiondate

Fundnumber

1 2 3 4 5 $2,653 MM 0.08% 02/29/08 1473

$17,636 Fund as of 12/31/17

$17,595 Benchmark as of 12/31/17

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -19.95 21.45 12.52 1.69 11.38 13.07 6.63 -0.44 6.25 11.59

Benchmark -20.51 21.24 12.54 1.56 11.46 13.27 6.77 -0.22 6.40 11.61

Benchmark

Target Retirement 2015 Composite Ix

Investment objective

Vanguard Target Retirement 2015 Trust II seeksto provide capital appreciation and currentincome consistent with its current assetallocation.

Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2015 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2015, the fund’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Stock Market IndexFund, Vanguard Total Bond Market II Index Fund,Vanguard Total International Stock Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Short-Term Inflation-ProtectedSecurities Fund.

The trust’s indirect bond holdings are adiversified mix of short-, intermediate-, andlong-term U.S. government, U.S. agency, andinvestment-grade U.S. corporate bonds;inflation-protected public obligations issued bythe U.S. Treasury; mortgage-backed andasset-backed securities; and government,agency, corporate, and securitizedinvestment-grade foreign bonds issued incurrencies other than the U.S. dollar (but hedgedby Vanguard to minimize currency exposures).The trust’s indirect stock holdings are adiversified mix of U.S. and foreign large-,mid-,and small-capitalization stocks.

Growth of a $10,000 investment : February 29, 2008—December 31, 2017

Annual returns

Periods Ended March 31, 2018

Quarter Year to Date One Year Three Years Five Years Ten Years

Fund -0.52% -0.52% 7.31% 4.79% 6.24% 5.81%

Benchmark -0.56% -0.56% 7.43% 4.91% 6.37% 5.80%

The performance data shown represent past performance, which is not a guarantee of future

results. Investment returns and principal value will fluctuate, so investors’ shares, when sold,

may be worth more or less than their original cost. Current performance may be lower or higher

than the performance data cited. For performance data current to the most recent month-end,

visit our website at vanguard.com/performance.

Figures for periods of less than one year are cumulative returns. All other figures represent averageannual returns. Performance figures include the reinvestment of all dividends and any capital gainsdistributions. All returns are net of expenses.

Total returns

*Partial return since fund started, February 29, 2008.Target Retirement 2015 Composite Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI EAFE Index through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; foremerging-market stocks, the Select Emerging Markets Index through August 23, 2006, the MSCI Emerging Markets Index through December 15, 2010, the MSCI ACWI exUSA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; for U.S. bonds, the Bloomberg Barclays U.S. Aggregate Bond Index throughDecember 31, 2009, and the Bloomberg Barclays U.S. Aggregate Float Adjusted Index thereafter, as well as theBloomberg Barclays U.S. Treasury Inflation-Protected Securities Index through June 2, 2013, and the Bloomberg BarclaysU.S. Treasury Inflation-Protected Securities (TIPS) 0–5 Year Index thereafter; for international bonds, the BloombergBarclays Global Aggregate ex-USD Float Adjusted RIC Capped Index beginning June 3, 2013; and for U.S. stocks, theDow Jones U.S. Total Stock Market Index (formerly known as the Dow Jones Wilshire 5000 Index) through April 22,2005, the MSCI US Broad Market Index through June 2, 2013, and the CRSP US Total Market Index thereafter.International stock benchmark returns are adjusted for withholding taxes.

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Allocation of underlying funds†

Total Bond Market II Index 32.6%Total Stock Market Index Plus 24.9Total Intl Stock Idx Fund 16.8

†Fund holdings are subject to change.

Total Intl Bond Idx Fund 14.3STerm Inf Pro Sec Idx Fund 11.4

Connect with Vanguard ® > vanguard.comPlain talk about risk

The trust is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, based on the trust’s currentallocation between stocks and the less volatile asset class of bonds, the trust’s overall level of risk should be higher than those trusts that invest mostly inbonds, but lower than those investing mostly in stocks. As the trust’s allocation between underlying funds gradually changes, the trust’s overall level of riskalso will decline. In addition to the risks inherent in the asset classes of the underlying funds, the trust also is subject to asset allocation risk, which is thechance that the selection of underlying funds and the allocation of fund assets will cause the trust to underperform other trusts with a similar investmentobjective. Investments in Target Retirement Trusts are subject to the risks of their underlying funds. The year in the trust name refers to the approximate year2015 when an investor in the trust would retire and leave the work force. The trust will gradually shift its emphasis from more aggressive investments to moreconservative ones based on its target date. An investment in the Target Retirement Trust is not guaranteed at any time, including on or after the target date.

Note on frequent trading restrictions

Frequent trading policies may apply to those funds offered as investment options within your plan. Please log on to Vanguard.com for your employer plans orcontact Participant Services at 800-523-1188 for additional information.

This investment is not a mutual fund. It is a collective trust available only to tax-qualified plans and their eligible participants.

This collective trust is managed by Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., and is not a mutual

fund. For more information about Vanguard investments, visit vanguard.com, or call 800-523-1036. Investment objectives, risks, charges, expenses,

and other important information should be considered carefully before investing.

© 2018 The Vanguard Group, Inc. All rights reserved. F1473 032018

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27




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $7,273 MM 0.08% 02/29/08 1474

$18,412 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -22.60 23.19 13.20 0.57 12.42 15.86 7.20 -0.59 7.02 14.19

Benchmark -23.10 23.28 13.27 0.99 12.47 16.21 7.37 -0.40 7.17 14.22

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2020 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2020, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Stock Market IndexFund, Vanguard Total Bond Market II Index Fund,Vanguard Total International Bond Index Fund,Vanguard Total International Stock Index Fund,and Vanguard Short-Term Inflation-ProtectedSecurities Index Fund.



Annual returns



Fund -0.55% -0.55% 9.06% 5.72% 7.34% 6.28%

Benchmark -0.63% -0.63% 9.14% 5.84% 7.47% 6.36%







Total returns

*Partial return since fund started, February 29, 2008.Target Retirement 2020 Composite Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI EAFE Index through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; foremerging-market stocks, the Select Emerging Markets Index through August 23, 2006, the MSCI Emerging MarketsIndex through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Capex US Index thereafter; for U.S. bonds, the Bloomberg Barclays U.S. Aggregate Bond Index through December 31, 2009,and the Bloomberg Barclays U.S. Aggregate Float Adjusted Index thereafter; for international bonds, the BloombergBarclays Global Aggregate ex-USD Float Adjusted RIC Capped Index beginning June 3, 2013; and for U.S. stocks, theMSCI US Broad Market Index through June 2, 2013, and the CRSP US Total Market Index thereafter. International stockbenchmark returns are adjusted for withholding taxes.

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Total Stock Market Index Plus 32.3%Total Bond Market II Index 29.1Total Intl Stock Idx Fund 21.6


Total Intl Bond Idx Fund 12.6STerm Inf Pro Sec Idx Fund 4.4










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30




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $9,396 MM 0.08% 02/29/08 1475

$18,892 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -25.14 25.08 13.80 -0.38 13.36 18.23 7.22 -0.72 7.51 16.04

Benchmark -25.64 25.15 13.94 0.07 13.39 18.52 7.45 -0.58 7.67 16.08

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2025 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2025, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Bond Market II IndexFund, Vanguard Total Stock Market Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Total International Stock IndexFund.

The trust ’s indirect stock holdings are adiversified mix of U.S. and foreign large-, mid-,and small-capitalization stocks. The trust’sindirect bond holdings are a diversified mix ofshort-, intermediate-, and long-term U.S.government, U.S. agency, and investment-gradeU.S. corporate bonds; mortgage-backed andasset-backed securities; and government,agency, corporate, and securitizedinvestment-grade foreign bonds issued incurrencies other than the U.S. dollar (but hedgedby Vanguard to minimize currency exposures).


Annual returns



Fund -0.58% -0.58% 10.28% 6.38% 8.05% 6.55%

Benchmark -0.67% -0.67% 10.33% 6.48% 8.17% 6.64%







Total returns

*Partial return since fund started, February 29, 2008.Target Retirement 2025 Composite Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI EAFE Index through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; foremerging-market stocks, the Select Emerging Markets Index through August 23, 2006, the MSCI Emerging Markets Index through December 15, 2010, the MSCI ACWI exUSA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; for U.S. bonds, the BloombergBarclays U.S. Aggregate Bond Index through December 31, 2009, and the Bloomberg Barclays U.S. Aggregate FloatAdjusted Index thereafter; for international bonds, the Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RICCapped Index beginning June 3, 2013; and for U.S. stocks, the Dow Jones U.S. Total Stock Market Index (formerlyknown as the Dow Jones Wilshire 5000 Index) through April 22, 2005, the MSCI US Broad Market Index through June 2,2013, and the CRSP US Total Market Index thereafter. International stock benchmark returns are adjusted for withholdingtaxes.

F1475 032018

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Total Stock Market Index Plus 37.4%Total Bond Market II Index 26.1


Total Intl Stock Idx Fund 25.4Total Intl Bond Idx Fund 11.1










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33




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $8,844 MM 0.08% 02/29/08 1476

$19,263 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -27.65 26.81 14.46 -1.29 14.33 20.55 7.22 -0.92 7.93 17.60

Benchmark -28.13 27.02 14.58 -0.89 14.31 20.88 7.51 -0.79 8.11 17.66

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2030 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2030, the fund’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Bond Market II IndexFund, Vanguard Total Stock Market Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Total International Stock IndexFund.



Annual returns



Fund -0.55% -0.55% 11.27% 6.91% 8.68% 6.77%

Benchmark -0.68% -0.68% 11.34% 7.01% 8.81% 6.87%







Total returns


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Total Stock Market Index Plus 42.1%Total Intl Stock Idx Fund 28.2


Total Bond Market II Index 20.8Total Intl Bond Idx Fund 8.9


The fund is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, based on the fund’s currentallocation between stocks and the less volatile asset class of bonds, the fund’s overall level of risk should be higher than those funds that invest mostly inbonds, but lower than those investing mostly in stocks. As the fund’s allocation between underlying funds gradually changes, the fund’s overall level of risk alsowill decline. In addition to the risks inherent in the asset classes of the underlying funds, the fund also is subject to asset allocation risk, which is the chancethat the selection of underlying funds and the allocation of fund assets will cause the fund to underperform other funds with a similar investment objective.Investments in Target Retirement Trusts are subject to the risks of their underlying funds. The year in the trust name refers to the approximate year 2030 whenan investor in the trust would retire and leave the work force. The trust will gradually shift its emphasis from more aggressive investments to moreconservative ones based on its target date. An investment in the Target Retirement Trust is not guaranteed at any time, including on or after the target date.








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36




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $7,824 MM 0.08% 02/29/08 1477

$19,844 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -29.19 28.38 15.13 -2.29 15.26 22.93 7.22 -1.12 8.37 19.18

Benchmark -29.79 28.67 15.19 -1.86 15.23 23.27 7.57 -1.02 8.55 19.25

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2035 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2035, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Bond Market II IndexFund, Vanguard Total Stock Market Index Fund,Vanguard Total International Bond Index, andVanguard Total International Stock Index Fund.



Annual returns



Fund -0.54% -0.54% 12.28% 7.45% 9.31% 7.09%

Benchmark -0.68% -0.68% 12.34% 7.54% 9.44% 7.18%







Total returns


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The trust is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, based on the trust’s currentallocation between stocks and the less volatile asset class of bonds, the fund’s overall level of risk should be higher than those funds that invest mostly inbonds, but lower than those investing mostly in stocks. As the trust’s allocation between underlying funds gradually changes, the trust’s overall level of riskalso will decline. In addition to the risks inherent in the asset classes of the underlying funds, the trust also is subject to asset allocation risk, which is thechance that the selection of underlying funds and the allocation of fund assets will cause the trust to underperform other funds with a similar investmentobjective. Investments in Target Retirement Trusts are subject to the risks of their underlying funds. The year in the trust name refers to the approximate year2035 when an investor in the trust would retire and leave the work force. The trust will gradually shift its emphasis from more aggressive investments to moreconservative ones based on its target date. An investment in the Target Retirement Trust is not guaranteed at any time, including on or after the target date.








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39




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $6,509 MM 0.08% 02/29/08 1478

$20,448 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -29.07 28.45 15.20 -2.50 15.64 24.42 7.26 -1.47 8.79 20.81

Benchmark -29.79 28.67 15.33 -2.11 15.58 24.79 7.61 -1.25 8.98 20.86

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2040 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2040, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Stock Market IndexFund, Vanguard Total Bond Market II Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Total International Stock IndexFund.



Annual returns



Fund -0.55% -0.55% 13.31% 7.93% 9.80% 7.41%

Benchmark -0.69% -0.69% 13.35% 8.06% 9.97% 7.49%







Total returns


F1478 032018

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The trust is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, based on the trust’s currentallocation between stocks and the less volatile asset class of bonds, the trust’s overall level of risk should be higher than those funds that invest mostly inbonds, but lower than those investing mostly in stocks. As the trust’s allocation between underlying funds gradually changes, the trust’s overall level of riskalso will decline. In addition to the risks inherent in the asset classes of the underlying funds, the trust also is subject to asset allocation risk, which is thechance that the selection of underlying funds and the allocation of fund assets will cause the trust to underperform other funds with a similar investmentobjective. Investments in Target Retirement Trusts are subject to the risks of their underlying funds. The year in the trust name refers to the approximate year2040 when an investor in the trust would retire and leave the work force. The trust will gradually shift its emphasis from more aggressive investments to moreconservative ones based on its target date. An investment in the Target Retirement Trust is not guaranteed at any time, including on or after the target date.








41


42




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $5,601 MM 0.08% 02/29/08 1479

$20,536 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -29.32 28.50 15.22 -2.45 15.65 24.43 7.22 -1.48 8.91 21.51

Benchmark -29.79 28.67 15.33 -2.11 15.58 24.79 7.61 -1.25 9.13 21.55

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2045 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2045, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II. The underlyingfunds are: Vanguard Total Bond Market II IndexFund, Vanguard Total Stock Market Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Total International Stock IndexFund.



Annual returns



Fund -0.55% -0.55% 13.74% 8.18% 9.96% 7.46%

Benchmark -0.70% -0.70% 13.81% 8.31% 10.12% 7.57%







Total returns


F1479 032018

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44


45




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $3,973 MM 0.08% 02/29/08 1480

$20,564 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -29.17 28.61 15.20 -2.49 15.56 24.47 7.23 -1.54 8.95 21.48

Benchmark -29.79 28.67 15.33 -2.11 15.58 24.79 7.61 -1.25 9.13 21.55

Benchmark




Investment strategy

The trust invests in Vanguard mutual funds usingan asset allocation strategy designed forinvestors planning to retire and leave theworkforce in or within a few years of 2050 (thetarget year). The trust’s asset allocation willbecome more conservative over time. Withinseven years after 2050, the trust’s assetallocation should resemble that of the TargetRetirement Income Trust II . The underlyingfunds are: Vanguard Total Stock Market IndexFund, Vanguard Total Bond Market II Index Fund,Vanguard Total International Bond Index Fund,and Vanguard Total International Stock IndexFund.



Annual returns



Fund -0.55% -0.55% 13.75% 8.16% 9.94% 7.47%

Benchmark -0.70% -0.70% 13.81% 8.31% 10.12% 7.57%







Total returns


F1480 032018

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47


48




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $1,897 MM 0.08% 08/31/10 1489

$23,355 Fund as of 12/31/17


2008 2009 *2010 2011 2012 2013 2014 2015 2016 2017

2008 2009 *2010 2011 2012 2013 2014 2015 2016 2017

Fund — — 19.04 -2.29 15.63 24.34 7.26 -1.66 8.97 21.49

Benchmark — — 18.96 -2.11 15.58 24.79 7.61 -1.25 9.13 21.55

Benchmark




Investment strategy


The trust’s indirect bond holdings are adiversified mix of short-, intermediate-, andlong-term U.S. government, U.S. agency, andinvestment-grade U.S. corporate bonds;inflation-protected public obligations issued bythe U.S. Treasury; mortgage-backed andasset-backed securities; and government,agency, corporate, and securitizedinvestment-grade foreign bonds issued incurrencies other than the U.S. dollar (but hedgedby Vanguard to minimize currency exposures).The trust’s indirect stock holdings are adiversified mix of U.S. and foreign large-, mid-,and small-capitalization stocks.

Growth of a $10,000 investment : August 31, 2010—December 31, 2017

Annual returns


Quarter Year to Date One Year Three Years Five Years Since Inception

Fund -0.54% -0.54% 13.77% 8.14% 9.92% 11.76%

Benchmark -0.70% -0.70% 13.81% 8.31% 10.12% —







Total returns

*Partial return since fund started, August 31, 2010.Target Retirement 2055 Composite Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI EAFE Index through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013,and the FTSE Global All Cap ex US Index thereafter; for emerging-market stocks, the MSCI Emerging Markets Indexthrough December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex USIndex thereafter; for U.S. bonds, the Bloomberg Barclays U.S. Aggregate Float Adjusted Index; for international bonds,the Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index beginning June 3, 2013; and for U.S.stocks, the MSCI US Broad Market Index through June 2, 2013, and the CRSP US Total Market Index thereafter.International stock benchmark returns are adjusted for withholding taxes. F1489 032018

XXXXXXXXXXXXXXXXXXXXXXXXX

49

















50


51




Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $460 MM 0.08% 03/01/12 1693

$18,085 Fund as of 12/31/17


2008 2009 2010 2011 *2012 2013 2014 2015 2016 2017

2008 2009 2010 2011 *2012 2013 2014 2015 2016 2017

Fund — — — — 5.25 24.32 7.22 -1.60 8.95 21.51

Benchmark — — — — 4.96 24.79 7.61 -1.25 9.13 21.55

Benchmark




Investment strategy



Growth of a $10,000 investment : March 31, 2012—December 31, 2017

Annual returns


Quarter Year to Date One Year Three Years Five Years Since Inception

Fund -0.55% -0.55% 13.77% 8.14% 9.94% 10.33%

Benchmark -0.70% -0.70% 13.81% 8.31% 10.12% —







Total returns

*Partial return since fund started, March 1, 2012.Target Retirement 2060 Composite Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter;for emerging-market stocks, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex USIndex thereafter; for U.S. bonds, the Bloomberg Barclays U.S. Aggregate Float Adjusted Index; for international bonds,the Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index beginning June 3, 2013; and for U.S.stocks, the MSCI US Broad Market Index through June 2, 2013, and the CRSP US Total Market Index thereafter.International stock benchmark returns are adjusted for withholding taxes. F1693 032018

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

52

















53


54


Vanguard Target Retirement Income Trust II


Risk levelLow High

Total netassets


Inceptiondate

Fundnumber

1 2 3 4 5 $1,961 MM 0.08% 02/29/08 1471

$16,324 Fund as of 12/31/17


*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

*2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Fund -10.43 14.43 9.33 5.36 8.30 5.82 5.68 -0.13 5.25 8.60

Benchmark -10.68 14.33 9.42 5.30 8.42 6.03 5.76 0.13 5.35 8.68

Benchmark

Target Retirement Income Compos. Ix


Vanguard Target Retirement Income Trust IIseeks to provide current income and somecapital appreciation.

Investment strategy

The trust invests in Vanguard mutual fundsaccording to an asset allocation strategydesigned for investors currently in retirement.The underlying funds are: Vanguard Total BondMarket II Index Fund, Vanguard Total StockMarket Index Fund, Vanguard Short-TermInflation-Protected Securities Index Fund,Vanguard Total International Bond Index Fundand Vanguard Total International Stock IndexFund.



Annual returns



Fund -0.53% -0.53% 5.40% 3.71% 4.38% 4.97%

Benchmark -0.52% -0.52% 5.56% 3.86% 4.53% 5.03%







Total returns

*Partial return since fund started, February 29, 2008.Target Retirement Income Compos. Ix: Derived by applying the fund’s target asset allocation to the results of the following benchmarks: for international stocks of developedmarkets, the MSCI EAFE Index through December 15, 2010, the MSCI ACWI ex USA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; foremerging-market stocks, the Select Emerging Markets Index through August 23, 2006, the MSCI Emerging Markets Index through December 15, 2010, the MSCI ACWI exUSA IMI Index through June 2, 2013, and the FTSE Global All Cap ex US Index thereafter; for U.S. bonds, the Bloomberg Barclays U.S. Aggregate Bond Index throughDecember 31, 2009, and the Bloomberg Barclays U.S. Aggregate Float Adjusted Index thereafter, as well as the Bloomberg Barclays U.S. Treasury Inflation-ProtectedSecurities Index through June 2, 2013, and the Bloomberg Barclays U.S. Treasury Inflation-Protected Securities (TIPS)0–5 Year Index thereafter; for short-term reserves, the Citigroup Three-Month Treasury Bill Index through June 2, 2013;for international bonds, the Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index beginningJune 3, 2013; and for U.S. stocks, the Dow Jones U.S. Total Stock Market Index (formerly known as the Dow JonesWilshire 5000 Index) through April 22, 2005, the MSCI US Broad Market Index through June 2, 2013, and the CRSP USTotal Market Index thereafter. International stock benchmark returns are adjusted for withholding taxes. F1471 032018

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55


Vanguard Target Retirement Income Trust II



Total Bond Market II Index 37.6%Total Stock Market Index Plus 17.7STerm Inf Pro Sec Idx Fund 16.8


Total Intl Bond Idx Fund 16.1Total Intl Stock Idx Fund 11.8


The trust is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, based on the trust’s currentallocation between stocks and the less volatile asset class of bonds, the trust’s overall level of risk should be higher than those funds that invest mostly inbonds, but lower than those investing mostly in stocks. In addition to the risks inherent in the asset classes of the underlying funds, the trust also is subject to asset allocation risk, which is the chance that the selection of underlying funds and the allocation of fund assets will cause the fund to underperform otherfunds with a similar investment objective.








56

Vanguard Institutional Index I A Mutual Fund


0261903

Key Facts INVESTMENT ADVISOR: Vanguard Group IncFUND CATEGORY: Large BlendINDEX: S&P 500®NET ASSETS: $129,325.1 MillionINCEPTION DATE: 7/31/1990TICKER SYMBOL: VINIX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 1204PORTFOLIO MANAGER(S): Michelle Louie CFA;

Donald M. Butler CFA



INVESTMENT ▼


In the past, this investment has shown a relativelymoderate range of price fluctuations relative to otherinvestments. This investment may experience larger orsmaller price declines or price increases depending onmarket conditions. Some of this risk may be offset by owning other investments with different portfolio make-ups or investment strategies.


Domestic equity funds are placed in acategory based on the style and size ofthe stocks they typically own. The styleand size parameters are based on thedivisions used in the investment stylebox: Value, Blend, or Growth style andSmall, Medium, or Large geometric average market capitalization.

Annual Performance

Mutual Fund* Index 2017 21.79% 21.83%2016 11.93% 11.96%2015 1.37% 1.38%2014 13.65% 13.69%2013 32.35% 32.39%

DESCRIPTION/OBJECTIVEThe investment seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks. The fund employs an indexing investment approach designed to track the performance of the Standard & Poor's 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.



Apple Inc .....................................................................3.94% Microsoft Corp .............................................................3.11% Amazon.com Inc ..........................................................2.60% Facebook Inc A ............................................................1.83% JPMorgan Chase & Co ................................................1.72%


Technology ................................................................ 22.43% Financial Services ..................................................... 17.21% Healthcare ................................................................ 13.99% Consumer Cyclical ..................................................... 11.70% Industrials ................................................................. 10.66%


Allocation As of 02/28/2018

US Stocks 98.86%Non-US Stocks 0.84%Cash 0.29%US Bonds 0.01%


Mutual Fund Index Weighted Geometric Market Cap. ($Bil) 100.15 92.74 Price/Earnings Ratio (Forward) 17.41x 16.93x Price/Book Ratio 2.92x 2.84x 3-Year Earnings Growth Rate (%) 11.28 11.51 Number of Holdings-Long 512 505




Morningstar RatingTM ★★★★ ★★★★★ ★★★★


*Prudential Retirement and its affiliates do not receive finder’s fees, 12b-1, sub-accounting or servicing fees in connection with plan investments in this fund. Such fees, if applicable to this fund, compensate Prudential Retirement for selling the fund’s shares and servicing your retirement plan. The fund’s expense ratio includes these fees. Other investment options may generate more or less revenue than the fees associated with this fund. If the aggregate revenue from your plan exceeds our associated costs, we earn a profit. Otherwise, we incur a loss. Other share classes of this fund may have a lower expense ratio, but your plan’s investment options do not include such shares to compensate us for distribution and plan servicing. Performance: The performance quoted represents past performance. The investment value and return will fluctuateso that an investment, when redeemed, may be worth more or less than original cost. Past performance does notguarantee future results. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, please call 1-877-778-2100. These performance results represent thechange in net asset value of an investment over a stated period, assuming the reinvestment of dividends and capitalgain distributions. Market Timing: Frequent exchanging of investment options may harm long-term investors. Your plan and/or the fund have policiesto detect and deter exchanges that may be abusive. Those policies may require us to modify or suspend purchase or exchangeprivileges.




57

Vanguard Extended Market Index Instl A Mutual Fund


0261903

Key Facts INVESTMENT ADVISOR: Vanguard Group IncFUND CATEGORY: Mid-Cap BlendINDEX: Russell Mid Cap TR USD®NET ASSETS: $13,307.8 MillionINCEPTION DATE: 7/7/1997TICKER SYMBOL: VIEIX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 356PORTFOLIO MANAGER(S): William A. Coleman;

Donald M. Butler CFA



INVESTMENT ▼


In the past, this investment has shown a wide range ofprice fluctuations relative to other investments. Thisinvestment may experience significant price increases infavorable markets or undergo large price declines inadverse markets. Some of this risk may be offset by owningother investments that follow different investmentstrategies.



Annual Performance

Mutual Fund* Index 2017 18.12% 18.52%2016 16.15% 13.80%2015 -3.24% -2.44%2014 7.56% 13.22%2013 38.42% 34.76%

DESCRIPTION/OBJECTIVEThe investment seeks to track a benchmark index that measures the investment return of small- and mid-capitalization stocks. The fund employs an indexing investment approach designed to track the performance of S&P Completion Index, a broadly diversified index of stocks of small and mid-size U.S. companies. It invests by sampling the index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full index in terms of key characteristics. These characteristics include industry weightings and market capitalization, as well as certain financial measures, such as price/earnings ratio and dividend yield.


Small and mid sized companies may present greater opportunities for capital appreciation, but may also involve greater risks than larger companies. As a result, the value of stocks issued by these companies may fluctuate more than stocks of larger issuers.


Tesla Inc ......................................................................0.92% ServiceNow Inc ...........................................................0.56% Las Vegas Sands Corp .................................................0.53% Worldpay Inc Class A ..................................................0.49% Twitter Inc ...................................................................0.42%


Technology ................................................................ 18.29% Financial Services ..................................................... 15.89% Consumer Cyclical ..................................................... 14.18% Industrials ................................................................. 13.69% Healthcare ................................................................ 11.01%



US Stocks 95.94%Cash 2.34%Non-US Stocks 1.68%US Bonds 0.03%Other 0.01%





QTD YTD 1 Year 3 Year 5 Year 10 Year Since InceptionMutual Fund* 0.16 0.16 13.14 8.08 11.88 10.44 NA Index -0.46 -0.46 12.20 8.01 12.09 10.21 ---

Morningstar RatingTM ★★★ ★★★★ ★★★★







58

American Beacon Small Cp Val Inst A Mutual Fund


0261903

Key Facts INVESTMENT ADVISOR: American Beacon Advisors IncFUND CATEGORY: Small ValueINDEX: Russell 2000 Value TR USD®NET ASSETS: $5,251.0 MillionINCEPTION DATE: 12/31/1998TICKER SYMBOL: AVFIX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 348PORTFOLIO MANAGER(S): Edward R. Walter CFA;

Cynthia M. Thatcher; Richard T. Wilk CFA; Brian R. Bruce; Judd

Peters CFA



INVESTMENT ▼





Annual Performance


DESCRIPTION/OBJECTIVEThe investment seeks long-term capital appreciation and current income. Under normal circumstances, at least 80% of the fund's net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies have market capitalizations of $5 billion or less at the time of investment. The fund's investments may include common stocks, real estate investment trusts ("REITs"), American Depositary Receipts ("ADRs") and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, "stocks").




E-Mini Russ 2000 Mar18 Xcme 20180316 ..................3.16% Vishay Intertechnology Inc ..........................................1.06% Texas Capital Bancshares Inc ......................................0.95% Associated Banc-Corp .................................................0.78% MGIC Investment Corp ................................................0.75%


Financial Services ..................................................... 25.87% Industrials ................................................................. 19.24% Consumer Cyclical ..................................................... 16.19% Technology ................................................................ 14.68% Basic Materials ........................................................... 5.85%



US Stocks 93.98%Cash 3.24%Non-US Stocks 2.78%






Morningstar RatingTM ★★★ ★★★★ ★★★★







59

Franklin Small Cap Growth R6 A Mutual Fund


0261903

Key Facts INVESTMENT ADVISOR: Franklin Advisers, Inc.FUND CATEGORY: Small GrowthINDEX: Russell 2000 Growth TR USD®NET ASSETS: $940.6 MillionINCEPTION DATE: 5/1/2013TICKER SYMBOL: FSMLX


OVERALL MORNINGSTAR RATINGTM: ★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 592PORTFOLIO MANAGER(S): Michael McCarthy CFA;

Bradley T. Carris CFA



INVESTMENT ▼





Annual Performance


DESCRIPTION/OBJECTIVEThe investment seeks long-term capital growth. The fund invests at least 80% of its net assets in the equity securities of small cap companies. The equity securities in which the fund invests are predominantly common stock. Small cap companies are companies with market capitalizations not exceeding (i) $1.5 billion or (ii) the highest market capitalization in the Russell 2000® Index, whichever is greater, at the time of purchase. It may invest in equity securities of larger companies. The fund, from time to time, may have significant positions in particular sectors such as information technology, industrials, consumer discretionary and healthcare.




2U Inc ..........................................................................2.61% Mercury Systems Inc ...................................................1.90% US Ecology Inc .............................................................1.74% Integrated Device Technology Inc ...............................1.68% Beacon Roofing Supply Inc ..........................................1.59%


Technology ................................................................ 31.12% Healthcare ................................................................ 19.69% Industrials ................................................................. 15.32% Consumer Cyclical ..................................................... 12.13% Financial Services ....................................................... 9.53%



US Stocks 94.46%Non-US Stocks 3.1%Other 2.56%


Mutual Fund Index Weighted Geometric Market Cap. ($Bil) 2.03 2.32 Price/Earnings Ratio (Forward) 24.14x 19.83x Price/Book Ratio 3.27x 3.42x 3-Year Earnings Growth Rate (%) NA 17.1 Number of Holdings-Long 122 1188



QTD YTD 1 Year 3 Year 5 Year 10 Year Since InceptionMutual Fund* 5.60 5.60 22.47 8.30 12.75 12.79 NA Index 2.30 2.30 18.63 8.77 12.90 10.95 ---

Morningstar RatingTM ★★ ★★★ ★★★★★







60

American Funds Europacific Growth R6 A Mutual Fund


0261799

Key Facts INVESTMENT ADVISOR: Capital Research and

Management CompanyFUND CATEGORY: Foreign Large GrowthINDEX: MSCI ACWI Ex USA Growth NR USD®NET ASSETS: $68,799.8 MillionINCEPTION DATE: 5/1/2009TICKER SYMBOL: RERGX


OVERALL MORNINGSTAR RATINGTM: ★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 339PORTFOLIO MANAGER(S): Jonathan Knowles; Sung

Lee; Nicholas J. Grace;Jesper Lyckeus;

Christopher M. Thomsen



INVESTMENT ▼


In the past, this investment has shown a relativelymoderate range of price fluctuations relative to otherinvestments. This investment may experience larger orsmaller price declines or price increases depending onmarket conditions. Some of this risk may be offset byowning other investments with different portfolio make-ups or investment strategies.

Annual Performance

Mutual Fund* Index 2017 31.17% 32.01%2016 1.01% 0.12%2015 -0.48% -1.25%2014 -2.29% -2.65%2013 20.58% 15.49%

DESCRIPTION/OBJECTIVEThe investment seeks long-term growth of capital. The fund invests primarily in common stocks of issuers in Europe and the Pacific Basin that the investment adviser believes have the potential for growth. Growth stocks are stocks that the investment adviser believes have the potential for above-average capital appreciation. It normally will invest at least 80% of its net assets in securities of issuers in Europe and the Pacific Basin. The fund may invest a portion of its assets in common stocks and other securities of companies in emerging markets.


Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation and political and economic changes. This may result in greater share price volatility.


Samsung Electronics Co Ltd ........................................3.25% AIA Group Ltd ..............................................................2.62% British American Tobacco PLC .....................................2.54% Taiwan Semiconductor Manufacturing Co Lt ..............2.04% Alibaba Group Holding Ltd ADR ..................................2.03%


Japan ........................................................................ 14.07% United Kingdom ........................................................ 13.56% India ............................................................................ 8.93% China ........................................................................... 7.40% South Korea ................................................................ 6.85%



Non-US Stocks 90.44%Cash 7.03%US Stocks 1.74%US Bonds 0.54%Preferred 0.17%Non-US Bonds 0.09%






Morningstar RatingTM ★★★★ ★★★★ ★★★★







61

T. Rowe Price International Discovery I A Mutual Fund


0261799

Key Facts INVESTMENT ADVISOR: T. Rowe Price Associates, Inc.FUND CATEGORY: Foreign Small/Mid GrowthINDEX: MSCI World Ex USA SMID NR USD® NET ASSETS: $3,277.3 MillionINCEPTION DATE: 12/17/2015TICKER SYMBOL: TIDDXGROSS EXPENSE RATIO: 1.07% of Fund AssetsOVERALL MORNINGSTAR RATINGTM: ★★★★★ OVERALL # OF FUNDS IN MORNINGSTAR CATEGORY: 108 PORTFOLIO MANAGER(S): Justin Thomson



INVESTMENT ▼


In the past, this investment has shown a relativelymoderate range of price fluctuations relative to otherinvestments. This investment may experience larger orsmaller price declines or price increases depending onmarket conditions. Some of this risk may be offset byowning other investments with different portfolio make-ups or investment strategies.

Annual Performance

Mutual Fund* Index 2017 39.16% 29.30%2016 1.08% 3.57%2015 9.88% 3.15%2014 -0.43% -3.57%2013 24.37% 23.16%

DESCRIPTION/OBJECTIVEThe investment seeks long-term growth of capital through investments primarily in the common stocks of rapidly growing, small- to medium-sized companies outside the U.S. The managers expect to primarily invest outside the U.S. and to diversify broadly across a variety of industries in developed and emerging market countries throughout the world. Normally, at least 80% of the fund's net assets will be invested in non-U.S. stocks.


Small and mid sized companies may present greater opportunities for capital appreciation, but may also involve greater risks than larger companies. Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation and political and economic changes. These risks may result in greater share price volatility.


YOOX Net-A-Porter Group SpA ...................................1.33% IQE PLC ........................................................................1.20% Abcam PLC ..................................................................1.17% Playtech PLC ................................................................1.13% YY Inc ADR ..................................................................1.10%


Japan ........................................................................ 23.11% United Kingdom ........................................................ 17.32% China ......................................................................... 10.92% Germany ...................................................................... 5.13% India ............................................................................ 4.41%



Non-US Stocks 96.04%Cash 2.96%US Stocks 0.68%Other 0.22%Preferred 0.07%US Bonds 0.03%






Morningstar RatingTM ★★★★★ ★★★★ ★★★★★







62

571

Rollover InAthene Savings & Retirement Plan

Ed. 05/2018 Important information continued and signature required on the following pages

Instructions • Complete this form in its entirety.• Gather the appropriate documentation as requested in the 'Required Information' section of this form.• Mail or fax this completed form and documentation as instructed below.• Contact your previous recordkeeper or plan sponsor to initiate a disbursement from your previous

account to Prudential.

Form andCheckDirection

You should use this form if you want to roll over eligible money to your current account with Prudential.Please complete using blue or black ink.

Keep a copy of this form for your records and send the completed form and check to the following address.All checks, whether sent by you or your prior employer’s plan, should be payable to ‘Prudential for thebenefit of (participant’s name)’ and should also include the last 4 digits of the individuals social securitynumber. Please mail to the following address.

Prudential30 Scranton Office ParkScranton PA 18507-1789Fax: 1-866-439-8602

For AssistanceCall 1-877-778-2100Say “consolidate”

Note: Receipt of the completed form is required within 30 days of the receipt of check. Failure to send usthe completed form may cause the check to be returned.

AboutYou

To ensure proper and timely processing, please complete all fields below.

Prudential Plan number Sub plan number (if applicable)

0 0 8 0 7 5 0 0 0 0 0 1

Social Security number Daytime telephone number

- - - -area code

First name MI Last name

Address

City State Zip code

-

Date of birth Gender Original Date Employed

M Fmonth day year month day year

RolloverAllocationInformation

If you are enrolled in the Plan and you have not made a rollover investment election by the time your rollover isprocessed, your rollover contribution will be invested in the same allocation as your employee contributions,otherwise it will be invested according to your current allocation. If you are not enrolled in the Plan, yourrollover contribution will be invested in the default investment option selected by your Plan.

Any Roth dollars will be invested in the same allocation as your Roth contributions (if applicable).

If you wish to change your investment elections or transfer funds (if allowed under your plan), you can do so bycalling Prudential toll-free at the number on the first page or go online atwww.prudential.com/online/retirement.

Important information continued and signature required on the following pagesSocial Security Number

PriorRetirementPlanProviderand PlanInformation

To ensure proper and timely processing, please complete all fields below. You must include a copy of astatement from your prior retirement plan provider.

Prior retirement plan provider name

Prior plan account number

Prior retirement plan provider address

City State Zip code

-

Prior retirement plan provider daytime telephone number- -

area code

Previous retirement plan name

What type of plan are you rolling/transferring FROM? o 401(k) o 401(a) o 403(a) o Cash Balance

o 403(b) o IRA o Governmental 457(b)

o Simplified Employee Pension (SEP) Plan

Please liquidate and rollover/transfer:o Total Account Value OR $ , .00

RequiredInformation

In order for your rollover to be approved, please be sure to submit proof to ensure the assets are acceptable andthe plan satisfies the Code Sections indicated.

You will be required to provide the following documentation from the distributing retirement plan or IRA.

• A copy of a statement from the distributing plan or carrier that includes the plan name and identifies the type ofplan (i.e., 401(a), 401(k) etc.),

OR

• A letter from the distributing plan or plan representative stating the plan is qualified under the applicable sectionof the Internal Revenue Code, or a copy of the plan’s most recent determination letter or opinion letter.

Important information continued and signature required on the following pagesSocial Security Number

MinimumDistributionInformation

I understand that if I am age 70 ½ or older, the distributing provider is required to process the RequiredMinimum Distribution before these funds are rolled over to Prudential. I further understand that I needto direct the prior provider to distribute my Required Minimum Distribution prior to processing thisrollover.

Disclosures If your transaction includes after-tax dollars and/or Roth contributions, your current provider orcustodian needs to provide the amount of the after-tax dollars and/or Roth contributions along withthe check, otherwise the entire amount will be applied as before-tax. Not all plans acceptrollovers/transfers of after-tax and/or Roth. *For Roth rollover contributions, a letter from the priorplan's administrator that provides (1) the amount of Roth contributions (basis) being rolled over, and (2)your "Roth Start Date."

The law requires that any withdrawals made of after tax monies from a retirement plan must have aproportionate amount of earnings attached to them. This means that if you happen to have after taxcontributions that were made to your account in 1986 or before, you can take a withdrawal at a futuredate of just the principal amount and you will not be required to include earnings. Any after taxcontributions made after that date you will be required to take a proportionate amount of earnings. Yourprior record keeper should have been tracking your pre-1987 and post-1986 after tax contributions.

Please note: If Prudential does not receive the breakdown of your pre-1987 and post 1986 after taxcontributions, the monies will be deposited as post 1986 after tax monies and will have a proportionateamount of earnings attached to them for any future withdrawals until such time as you providedocumentation to prove otherwise. If Prudential does not receive your Roth start date or year, we willdefault it to current day.

YourAuthorization

I, the Plan participant, certify that all information on this form is accurate. I also certify that thistransaction was distributed from a plan intended to satisfy the requirements of I.R.C. § 401(a), 403(a),403(b), 457 (governmental only), or an IRA established pursuant to IRC § 408 and, which to the best ofmy knowledge, does satisfy them.

I additionally certify that this distribution can be rolled over into my account with Prudential because it:

1)

2)3)

4)

5)

is not one of a series of substantially equal periodic payments (not less frequently than annually)distributed over my life or life expectancy (or the joint lives [or joint life expectancies] of me and mybeneficiary) or over a period equal to or greater than 10 years,was received by me not more than 60 days before the date of the rollover to the Plan,would be includible in gross income if not rolled over in its entirety, unless after-tax or Rothcontributions, which have been previously taxed.does not represent a Required Minimum Distribution, a hardship distribution, or a correctivedistribution (for example: corrections of elective deferrals or elective contributions, etc.), andwas distributed to me as an employee (not as a beneficiary) or as a surviving spouse.

X Date

Participant�s/Account Owner�s signature

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