WHAT S CHANGING CHANGES TO YOUR STATE SYSTEM OF HIGHER EDUCATION ALTERNATIVE RETIREMENT PLAN ( ARP )

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1 CHANGES TO YOUR STATE SYSTEM OF HIGHER EDUCATION ALTERNATIVE RETIREMENT PLAN ( ARP ) May 2018 Dear State System ARP Participant: The State System of Higher Education is committed to periodically reviewing the ARP to make sure it continues to help you meet your retirement and financial goals. Among the things considered are the range of investment options available through the ARP, investment option performance and value, and whether the ARP gives you access to services that complement your account. You do not need to take any action in order for the changes to take place. Even though no action is required on your behalf, we do encourage you to take an active role in the ARP. Now is a good time to look at your situation and decide whether changes might be appropriate to better align your investment approach with your retirement goals. WHAT S CHANGING The State System believes in offering a strong benefits program. Here is additional information about some of the changes offered through the ARP, designed to help you meet your retirement goals. Changes to the Investment Lineup Fees Structure Change Effective on July 2, 2018, the ARP will be updating the investment options to the ARP investment lineup so you can easily create an investment allocation to help you meet your specific savings goals and investing needs. The change includes: Share Class Changes: The share class of a few investment options offered through the ARP will change. The new share class will offer you the same investment strategy and risk, but the overall expenses will be lower. Continue to the "Investment Option" section of this guide for details. Beginning on July 1, 2018, your ARP s recordkeeping fee will be charged separately from the investment-related fees. The annual recordkeeping fee will be 0.135% of the total ARP assets based upon the average quarterly assets, multiplied by one-quarter (1/4). For example, if your account balance is $10,000, the annual plan administrative fee will be $13.50 per year ($3.38 per quarter). This recordkeeping fee will be deducted quarterly following the end of the previous quarter. The quarterly administrative fee will appear as a line item on your quarterly statements. Details about the fee changes are listed in the Fee Changes section of this guide.

2 INVESTMENT OPTIONS The ARP gives you a choice of investment options that allow you the flexibility to build your own strategy to meet your needs both long- and short-term. Depending on which funds you currently invest in, some of your investments may change. Beginning July 2, 2018, the following investment options will be the complete Fidelity ARP investment lineup. YOUR NEW FIDELITY ARP INVESTMENT LINEUP FUND CODE TICKER SYMBOL Balanced/Hybrid Investment Option Fidelity Balanced Fund Class K 2077 FBAKX Bond Investment Options Fidelity Total Bond Fund 0820 FTBFX Vanguard Inflation-Protected Securities Fund Admiral Shares OSWB VAIPX Money Market Investment Option Fidelity Government Money Market Fund 0458 SPAXX Stock Investment Options American Funds Capital World Growth and Income Fund Class R-6 OUBI RWIGX Cohen & Steers Institutional Realty Shares OSQO CSRIX Fidelity 500 Index Fund - Premium Class 1523 FUSVX Fidelity International Discovery Fund Class K 2093 FIDKX T. Rowe Price Blue Chip Growth Fund I Class OIIN TBCIX T. Rowe Price Small-Cap Value Fund I Class 1 OIAL PRVIX Vanguard Mid-Cap Index Fund Admiral Shares OQNE VIMAX Vanguard Mid-Cap Value Index Fund Admiral Shares OYY1 VMVAX Vanguard Small Cap Value Index Fund Admiral Shares OYUY VSIAX Vanguard Small-Cap Growth Index Fund Admiral Shares OYTT VSGAX Vanguard Value Index Fund Admiral Shares OMSV VVIAX Target Date Fund Options Vanguard Target Retirement Income Fund Investor Shares OSHO VTINX Vanguard Target Retirement 2015 Fund Investor Shares OSHQ VTXVX Vanguard Target Retirement 2020 Fund Investor Shares OKKL VTWNX Vanguard Target Retirement 2025 Fund Investor Shares OSHR VTTVX Vanguard Target Retirement 2030 Fund Investor Shares OKKM VTHRX Vanguard Target Retirement 2035 Fund Investor Shares OSHS VTTHX Vanguard Target Retirement 2040 Fund Investor Shares OKKN VFORX Vanguard Target Retirement 2045 Fund Investor Shares OSHT VTIVX Vanguard Target Retirement 2050 Fund Investor Shares OKKO VFIFX Vanguard Target Retirement 2055 Fund Investor Shares OEKG VFFVX Vanguard Target Retirement 2060 Fund Investor Shares OYF6 VTTSX 1 There is a short-term redemption fee of 1.00% for fee-eligible shares held less than 90 days. 2

3 YOUR NEW INVESTMENT OPTIONS Beginning July 2, 2018, the following investment options will be added to the investment lineup. American Funds Capital World Growth and Income Fund Class R-6 Fidelity Balanced Fund Class K Fidelity International Discovery Fund Class K T. Rowe Price Blue Chip Growth Fund I Class T. Rowe Price Small-Cap Value Fund I Class SHARE CLASS CHANGES When the market closes (generally 4 p.m. Eastern time) on July 2, 2018, the share class of five investment options offered through the ARP will change. As a result, the fund codes, ticker symbols, and expense ratios will change. The new share class will offer you the same investment strategy and risk, but the overall expenses will be lower. See the following chart for details. The transfer of balances will appear as an exchange on your account history and quarterly statement. OLD SHARE CLASS American Funds Capital World Growth and Income Fund Class R-5 Fund Code: OQYV Ticker Symbol: RWIFX Expense Ratio: 0.49% Fidelity Balanced Fund Fund Code: 0304 Ticker Symbol: FBALX Expense Ratio: 0.55% Fidelity International Discovery Fund Fund Code: 0305 Ticker Symbol: FIGFX Expense Ratio: 0.94% T. Rowe Price Blue Chip Growth Fund Fund Code: OFMB Ticker Symbol: TRBCX Expense Ratio: 0.72% T. Rowe Price Small-Cap Value Fund 1 Fund Code: OFUR Ticker Symbol: PRSVX Expense Ratio: 0.93% NEW SHARE CLASS American Funds Capital World Growth and Income Fund Class R-6 Fund Code: OUBI Ticker Symbol: RWIGX Expense Ratio: 0.45% Fidelity Balanced Fund Class K Fund Code: 2077 Ticker Symbol: FBAKX Expense Ratio: 0.46% Fidelity International Discovery Fund Class K Fund Code: 2093 Ticker Symbol: FIDKX Expense Ratio: 0.82% T. Rowe Price Blue Chip Growth Fund I Class Fund Code: OIIN Ticker Symbol: TBCIX Expense Ratio: 0.58% T. Rowe Price Small-Cap Value Fund I Class 1 Fund Code: OIAL Ticker Symbol: PRVIX Expense Ratio: 0.78% Expense ratios as of March 31, There is a short-term redemption fee of 1.00% for fee-eligible shares held less than 90 days. The dates shown are based on the timing and accuracy of a variety of factors, including the transfer of data, receipt of instructions, and receipt of assets. Changes in any of these factors may result in changes to the dates and timing, including the dates on which, and thus the prices at which, assets in your account are sold and/or reinvested. 3

4 FEE CHANGES Currently, the recordkeeping and administration costs for the Fidelity ARP are paid through a combination of revenue credits generated by some of the ARP s investment options and a direct charge. As part of our continuing efforts to ensure the plan administrative fees are fair and equitable and that participants fees remain competitive, we monitor both the amount of fees paid by participants and the way administrative fees for the ARP are paid. Effective for the quarter beginning July 1, 2018, each participant s ARP account with Fidelity may be assessed a fee on a quarterly basis, as determined by the amount of assets held in the individual ARP account, allowing for a more equitable distribution of ARP fees overall. The Fee Schedule is outlined below. Fee Schedule TYPE OF PLAN ADMINISTRATIVE FEE ARP Recordkeeping Fee Includes Fidelity recordkeeping, trustee, legal, accounting, and other Fidelity administrative fees and expenses. Fees are subject to change AMOUNT Participants: The annual recordkeeping fee will be 0.135% of the total assets based upon the average quarterly account balance, multiplied by 1 /4. For example, if your account balance is $10,000, the annual recordkeeping fee will be $13.50 per year ($3.38 deducted quarterly). Plan recordkeeping fees, if applicable, will first be deducted from ARP accounts starting in October 2018, for services rendered in the third quarter of 2018, and will be reflected in your quarterly Fidelity statement. Participant Revenue Credit Beginning July 1, 2018, a revenue credit will be calculated and subsequently allocated the following quarter to the ARP accounts of participants who hold investment options based on the chart below. As a result, revenue credits associated with these funds will no longer be used to pay your ARP administrative costs. Any credit allocated to your account will appear on your quarterly benefits statement and will be invested in your current investment mix. Although fees and credits may be factors in choosing investment options, it is important to ensure that you take into account several other considerations, such as time horizon, risk tolerance, and financial situation, when determining your investment approach and choosing the right investment mix. The following chart is effective July 1, Please see the Participant Revenue Credit Examples on the following page for additional information on the Annual Credit Rate Percent noted in the chart below. INVESTMENT OPTION TICKER SYMBOL American Funds Capital World Growth and Income Fund Class R-6 RWIGX 0.00% Cohen & Steers Institutional Realty Shares CSRIX 0.10% Fidelity 500 Index Fund - Premium Class FUSVX 0.00% Fidelity Balanced Fund Class K FBAKX 0.20% Fidelity Government Money Market Fund SPAXX 0.20% Fidelity International Discovery Fund Class K FIDKX 0.20% Fidelity Total Bond Fund FTBFX 0.20% ANNUAL CREDIT RATE PERCENT 4

5 INVESTMENT OPTIONS TICKER SYMBOL T. Rowe Price Blue Chip Growth Fund I Class TBCIX 0.00% T. Rowe Price Small-Cap Value Fund I Class 1 PRVIX 0.00% Vanguard Inflation-Protected Securities Fund Admiral Shares VAIPX 0.00% Vanguard Mid-Cap Index Fund Admiral Shares VIMAX 0.00% Vanguard Mid-Cap Value Index Fund Admiral Shares VMVAX 0.00% Vanguard Small Cap Value Index Fund Admiral Shares VSIAX 0.00% Vanguard Small-Cap Growth Index Fund Admiral Shares VSGAX 0.00% Vanguard Target Retirement 2015 Fund Investor Shares VTXVX 0.00% Vanguard Target Retirement 2020 Fund Investor Shares VTWNX 0.00% Vanguard Target Retirement 2025 Fund Investor Shares VTTVX 0.00% Vanguard Target Retirement 2030 Fund Investor Shares VTHRX 0.00% Vanguard Target Retirement 2035 Fund Investor Shares VTTHX 0.00% Vanguard Target Retirement 2040 Fund Investor Shares VFORX 0.00% Vanguard Target Retirement 2045 Fund Investor Shares VTIVX 0.00% Vanguard Target Retirement 2050 Fund Investor Shares VFIFX 0.00% Vanguard Target Retirement 2055 Fund Investor Shares VFFVX 0.00% Vanguard Target Retirement 2060 Fund Investor Shares VTTSX 0.00% Vanguard Target Retirement Income Fund Investor Shares VTINX 0.00% Vanguard Value Index Fund Admiral Shares VVIAX 0.00% ANNUAL CREDIT RATE PERCENT For more information regarding investment options, visit Fidelity NetBenefits at or call Fidelity Investments at Participant Revenue Credit Examples The examples below are hypothetical and are shown for illustrative purposes only. These hypothetical examples assume that your balance remains the same for a 12-month period. Larger or smaller balances would mean larger or smaller credits. Actual experiences will vary. Example 1 Example 2 Example 3 Assume Stacy has $50,000 in her account, and for the entire year all of it is invested in a Fidelity Balanced Fund Class K, which has an annual credit rate of 0.20%. A participant revenue credit of $25 [($50,000 X 0.20%) / 4] would be allocated to Stacy s account each quarter, totaling $100 for the year. After the $67.50 in total fees (ARP Plan Recordkeeping Fee) is deducted from the account over the year, her account reflects a net credit of $32.50 ($ $67.50) at the end of the year. Assume Joe has $20,000 in his account, and for the entire year all of it is invested in the Fidelity 500 Index Fund - Premium Class, which has an annual credit rate of 0.00%. The $27.00 in total fees (ARP Plan Recordkeeping Fee) is deducted from his account over the year, and his account would not receive a revenue credit ($20,000 x % + $0). Assume Janice has $80,000 in her account, and for the entire year $50,000 is invested in Fidelity International Discovery Fund - Class K, which has an annual credit rate of 0.20% ($50,000 x 0.20% = $100) and $30,000 is invested in the Fidelity Government Money Market Fund, which has an annual credit rate of 0.10% (30,000 x 0.10% = $30). A participant revenue credit of $32.50 ($130/4) would be allocated to Janice s account each quarter, totaling $130 for the year. After $108 in total fees (ARP Plan Recordkeeping Fee) is deducted from her account over the year, her account reflects a net credit of $22 ($130 - $108) at the end of the year. 5

6 STATEMENT SAMPLE For illustrative purposes only. Does not reflect actual fee calculations. Your Account Summary Statement Period: 10/01/2016 to 12/31/16 Beginning Balance $78, Employee Contributions $4, Employer Contributions $ Fees -$25.85 Change in Account Value $3, Ending Balance $85, Additional Information Vested Balance $85, Dividends & Interest $ Your Account Activity Statement Period: 10/01/2016 to 12/31/16 Use this section as a summary of transactions that occurred in your account during the statement period. Represents the TOTAL of your ARP Plan Recordkeeping Fee. View Detailed Transaction History Activity Pre 07/01/15 Match Employee Total Beginning Balance $2, $75, $78, Employee Contributions $0.00 $4, $4, Employer Contributions $ $0.00 $ Administrative Fees -$1.18 -$ $31.50 Revenue Credit $0.21 $5.44 $5.65 Change in Account Value $95.33 $2, $3, Vested Percentage 100% 100% Vested Balance $3, $82, $85, Ending Balance $3, $82, $85, Dividends & Interest $45.03 $ $ Represents your Revenue Credit and is allocated toward your Fees, as indicated on the Summary page of your statement. 6

7 ATTEND AN INFORMATIONAL EMPLOYEE MEETING Consider attending an informational meeting held at your university campus. CAMPUS DATE TIME LOCATION Office of the Chancellor/Dixon Center 5/14/18 9:00 a.m. DUC Administration Building, Conference Room A 5/14/18 1:00 p.m. Conference Room 1 - Vartan Way Bloomsburg University 5/15/18 10:00 a.m. & 2:00 p.m. Centennial Hall, Room 218 Auditorium California University 5/10/18 9:00 a.m. & 1:00 p.m. Convocation Center, North Way Rooms 6 & 7 Cheyney University 5/11/18 10:30 a.m. Marcus Foster Building Room 211 Clarion University 5/17/18 10:30 a.m. & 1:00 p.m. Suites on Main South East Stroudsburg University 5/9/18 11:00 a.m. & 2:00 p.m. Abeloff Center for Performing Arts Lecture Hall Edinboro University 5/15/18 10:30 a.m. & 2:00 p.m. Lecture Hall in Reeder Hall Indiana University 5/18/18 10:30 a.m. & 2:00 p.m. Susquehanna Room in the HUB Kutztown University 5/16/18 9:00 a.m. & 2:00 p.m. Alumni Auditorium Lock Haven University 5/9/18 11:00 a.m. & 2:00 p.m. J206 East Campus Mansfield University 5/7/18 10:00 a.m. & 1:00 p.m. Alumni Hall Building - Room 317 Millersville University 5/7/18 10:00 a.m. & 2:00 p.m. Student Memorial Center (SMC) Room 24 Shippensburg University 5/14/18 10:00 a.m. & 1:30 p.m. Room LL205 - Conference room Slippery Rock University 5/17/18 10:00 a.m. & 2:00 p.m. Smith Student Center, Room 321 West Chester University 5/16/18 9:00 a.m. & 1:00 p.m. Sykes Student Union Theater 7

8 KEY DATES May 7, May 18, 2018 Consider attending an employee informational meeting held at your State System campus. July 1, 2018 New fee structure will begin. July 2, 2018 New ARP investment lineup will be in place. NEED HELP OR HAVE QUESTIONS? By Phone Call Fidelity at , Monday through Friday, between 8:30 a.m. and midnight Eastern time. Online Visit NetBenefits at One-on-One Consultation Schedule a one-on-one appointment with a Fidelity Retirement Planner by calling or by registering online at Before investing in any mutual fund, consider the investment objectives, risks, charges, and expenses. Contact Fidelity for a prospectus or, if available, a summary prospectus containing this information. Read it carefully. Investing involves risk, including risk of loss. For a mutual fund, the expense ratio is the total annual fund or class operating expenses (before waivers or reimbursements) paid by the fund and stated as a percentage of the fund's total net assets. Expense ratios change periodically and are drawn from the fund s prospectus. For more detailed fee information, see the fund prospectus or annual or semiannual reports. Fidelity Brokerage Services LLC, Member NYSE, SIPC, 900 Salem Street, Smithfield, RI FMR LLC. All rights reserved