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					                      Retirement
                      Savings Plans
                      Announcing Important Fund Changes to the BorgWarner Retirement Savings Plans



This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
PG 2




       Important notice regarding your rights under the:
       BorgWarner Retirement Savings Plan*
       BorgWarner Morse Tec Ithaca Plant Retirement Savings Plan
       These plans are collectively referred to as “the Borg Warner Retirement Savings Plans” or “the plan” in this booklet.
       *Includes the BorgWarner DTP Muncie Plant Local 287 Retirement Investment Plan and the BorgWarner DTP Muncie
        Plant Retirement Savings Plan.
                                                                                                                        PG 3




Announcing Enhancements
to the BorgWarner Retirement
Savings Plans
As a participant in one of the BorgWarner Retirement Savings Plans, you know that BorgWarner is dedicated
to helping you plan financially for retirement. With company contributions, tax advantages and a choice of
investments, your retirement plan is a great benefit, and we’re always looking for ways to make it better.
In keeping with this commitment, we are pleased to announce a change to the plans’ investment lineup.

Northern Trust funds will replace the BlackRock funds effective February 1, 2011.
While no action is required on your part, you should read the contents of this booklet so that you understand how the
changes may affect you and your options.
These changes will result in a brief blackout period from Monday, January 24, 2011, to Tuesday, February 1, 2011,
when you will not be able to make any changes to your account. Details can be found on page 7 of this brochure.
PG 4




 Summary of Changes                                                                         Advantages of the Change to Northern Trust Funds
 If you currently have money invested in or contributions directed to any of the            BorgWarner’s Employee Benefits Committee has determined that it is advanta-
 BlackRock funds, it will automatically be moved to a comparable Northern Trust             geous to make these changes for the following reasons:
 Fund as shown below.
                                                                                            •	  orthernTrustFundsareofferedatlowerinvestmentmanagementfees
                                                                                               N
  This current BlackRock                    Will be replaced by this                           thantheircomparableBlackRockFunds
  investment                                Northern Trust investment                          This decrease in fees means that more of your dollars are invested and build-
  LifePath Retirement Fund, J      >        Focus 2010 Fund                                    ing toward your retirement.
  LifePath 2015 Fund, J            >        Focus 2015 Fund
                                                                                                BlackRock investment                   Current investment management fee
  LifePath 2020 Fund, J            >        Focus 2020 Fund
                                                                                                LifePath Funds                         0.15%
  LifePath 2025 Fund, J            >        Focus 2025 Fund
                                                                                                US Debt Index Fund                     0.06%
  LifePath 2030 Fund, J            >        Focus 2030 Fund
                                                                                                Equity Index Fund                      0.03%
  LifePath 2035 Fund, J            >        Focus 2035 Fund
  LifePath 2040 Fund, J            >        Focus 2040 Fund                                     Northern Trust investment              Current investment management fee
  LifePath 2045 Fund, J            >        Focus 2045 Fund                                     Focus Funds                            0.10%
  LifePath 2050 Fund, J            >        Focus 2050 Fund                                     Collective Aggregate Bond Index Fund   0.04%
  LifePath 2055 Fund, J            >        Focus 2055 Fund                                     Collective S&P 500 Index Fund          0.02%
  US Debt Index Fund, T            >        Collective Aggregate Bond Index Fund            •	  orthernTrustFocusFundsmanageyourretirementassetsbeyondthe
                                                                                               N
  Equity Index Fund, T             >        Collective S&P 500 Index Fund                      averageageofretirement
                                                                                               This continued transition of the funds’ asset allocation to more conservative
 The BlackRock LifePath Retirement Fund investment will be replaced by the                     investments is aligned with BorgWarner’s philosophy of encouraging partici-
 Northern Trust Focus 2010 Fund because its asset allocation most closely matches              pants to remain invested at the point of retirement and beyond.
 that of the BlackRock LifePath Retirement Fund investment.
                                                                                            •	  orthernTrustFocusFundsofferbroadermarketcoverage,including
                                                                                               N
 If you do not want your BlackRock Fund automatically moved, you must change out               exposuretohighyieldbondsandcommodities
 of the BlackRock Fund(s) prior to the blackout period.                                        A diversified portfolio, which includes these investment classes, can help
 BorgWarner will also add the Northern Trust Income Fund (part of the suite of                 reduce the overall volatility of your retirement account.
 Northern Trust Focus Funds) as an investment alternative. The Northern Trust               See the appendix on page 11 for a comparison of the differences in asset alloca-
 Income Fund is designed with a conservative asset allocation appropriate for               tion between the BlackRock and Northern Trust Funds.
 people already in retirement with a focus on stability and liquidity. Although none
 of the BlackRock Funds are transferring directly into this fund, it will be available to   You do not need to take any action regarding the investment changes unless you
 plan participants beginning February 1. For a side-by-side comparison of the asset         wish to make a change in your account prior to the start of the blackout period.
 allocation of your current BlackRock LifePath Funds and the Northern Trust Focus           The blackout period is a short period of time during which account activity in
 Funds, please refer to the Appendix found on page 11 of this booklet.                      the BlackRock Funds will be suspended while the assets are being moved to the
                                                                                            comparable Northern Trust Funds. Please refer to page 7 of this booklet for more
                                                                                            information regarding the blackout period.
                                                                                                                                                                                PG 5




                                                                                             About target-date funds
                                                                                             Target-date funds, also known as target maturity or life-cycle funds, are
                                                                                             broadly diversified portfolios designed to simplify the way you invest for
                                                                                             retirement. These funds are designed to provide exposure to a variety of
                                                                                             asset classes with an associated portfolio allocation for your investment
                                                                                             time horizon. The funds become more conservative over time as retirement
                                                                                             nears, and you approach your target retirement year.

                                                                                             The new Focus Funds invest in a broadly diversified portfolio of primarily index
                                                                                             (passive) investment funds, composed of U.S. and international stocks,
                                                                                             U.S. bonds, and U.S. government cash reserves. Also included are real estate,
                                                                                             commodities, and Treasury Inflation Protected (TIP) securities, which act as a
                                                                                             hedge against inflation. Each fund is designed for investors expecting to retire
                                                                                             or start receiving retirement income within a few years of the target-date year
                                                                                             noted in the fund’s name. Once you reach age 75, you will automatically be
                                                                                             invested in the Focus Income Fund.

                                                                                             The Benefit of Target Retirement Date Funds
                                                                                             Generally, the greater number of years you have until retirement, the greater amount
Introducing the Northern Trust Funds                                                         of risk you can assume
Collective S&P 500 Index Fund                                                                                                             • Want to focus on building your
The Northern Trust Collective S&P 500 Index Fund is designed to approximate the              In early investing years you may allocate      investment portfolio
                                                                                             your portfolio more aggressively because
risk and return characteristics of the S&P 500 Index. It uses the S&P 500 Index as                                                        • Have more time to recover from
                                                                                             you—
its benchmark, which is also used by the fund it is replacing—the BlackRock Equity                                                          investment losses
Index Fund.                                                                                                                               • Want to focus on preserving your
                                                                                             In later investment years you may allocate     investment portfolio
Collective Aggregate Bond Index Fund                                                         your portfolio more conservatively because
                                                                                                                                          • Have less time to recover from
The Northern Trust Collective Aggregate Bond Index Fund is designed to approximate the       you—
                                                                                                                                            investment losses
risk and return characteristics of the Barclays Capital U.S. Aggregate Index. It uses this
index as its benchmark, which is also used by the fund it is replacing—the BlackRock         Moving from building to preserving as you    • Rebalancing means shifting your asset
                                                                                             approach your investment time horizon,         allocation over time among different
US Debt Index Fund.
                                                                                             requires rebalancing your portfolio            asset classes
Focus Funds
The Northern Trust Focus Funds are target-date funds that seek to meet the objective
of an all-in-one investment option, designed to provide for wealth accumulation and
capital preservation, consistent with an asset allocation that is managed according to
the fund’s target-date year.
PG 6




 Understanding the Asset Allocation Glide Path
 The asset allocation glide path,* as illustrated below, determines the change in a Focus Fund’s asset allocation over time. The glide path begins with a more aggressive
 allocation and gradually moves to a more conservative allocation. In early investing years, the glide path allocates more to asset classes like stocks to maximize wealth
 accumulation potential. In later investing years, the glide path allocates more to fixed income and cash securities to add stability and generate income within the fund.

 The investment risks of each Focus Fund change over time as its asset allocation changes. These funds are subject to the volatility of the financial markets including
 equity and fixed income investments in the U.S. and abroad and subject to risks associated with investing in these and other classes.**


                                   How Asset Allocation Changes Over Time:
                                   The glide path determines the change in asset allocation over time, from a more aggressive allocation to a more conservative allocation.

                                   In early investing years, allocations to stocks and inflation hedge securities        In later investing years, allocations to bonds and cash securities increase to add stability
                                   total 86% to maximize wealth accumulation                                            and generate income. For example, 10 years from retirement age 65, allocations to bonds
                                                                                                                        and cash total approximately 34%††
                        100
                                                                                                                                                                                                                  Cash
                         90                                                                              Bonds
                         80                     Inflation Hedge†
 Portfolio Percentage




                         70
                                                Maximize Wealth                                                                                                                                 Add
                         60                      Accumulation                                                                                                                                 Stability
                         50
                                                      Stocks
                         40
                         30
                         20
                         10
                          0
                              25               30               35               40               45               50               55               60              65               70               75                80
                                                                                                                   Participant Age


 * Glide path is the term used to describe the speed at which the asset allocation of a target-date strategy changes over time. Based upon an airplane analogy, where the glide path is used to land the plane, in a
    target-date strategy the glide path is used to change the combination of assets to become more conservative as the target year approaches.
 **Principal invested is not guaranteed at any time, including at or after their target dates. Unit price and investment return will vary.
 †
   These securities include real estate, commodities, and Treasury Inflation Protected (TIP) securities.
 ††
    Subject to change.
                                                                                                                                                                                    PG 7




Current targeted asset allocations:                                                                                              When changes will happen
This chart shows the change in both strategy and asset allocation according to age,* balancing your                              T. Rowe Price will transfer your BlackRock investment(s)
risk tolerance with the number of years you have until retirement.                                                               and future contributions into the comparable Northern
                                                                                                                                 Trust Fund by February 1, 2011. To facilitate the
 Age                       <20         25        30        35         40        45        50         55    60     65     >70     transfer, it will be necessary to suspend account activity
 Years to Retire           >45        >40        35        30         25        20        15         10    5      –       –      in the BlackRock Funds for a short period of time. This
 Focus Fund                2055      2050      2045       2040      2035       2030      2025      2020   2015   2010   Income   is referred to as a blackout period.
 Stocks (Equities)         77%       77%        77%       77%       77%        69%       61%       54%    46%    39%     23%
 Inflation Hedge**          9%        9%        9%         9%        9%        10%       11%       12%    13%    14%     16%                       BLACKOUT PERIOD
 Bonds (Fixed Income)      14%       14%        14%       14%       14%        20%       26%       31%    38%    43%     55%              January 24, 2011, to February 1, 2011
 Cash                       0%        0%        0%         0%        0%        1%         2%        3%    3%     4%      6%
                                                                                                                                 Between 4 p.m. eastern time on Monday, January 24,
                              MAXIMIZING WEALTH                                            ADDING STABILITY
                                                                                                                                 2011, and the opening of the stock market at
                                                                                                                                 9:30 a.m. eastern time on Tuesday, February 1, 2011,
What you can expect                                                                                                              you will not be able make any changes or transactions
The changes will affect you if your plan account is currently invested in a BlackRock Fund or if your                            in your account that involve a LifePath Retirement Fund,
investment election directs future contributions to a BlackRock Fund.                                                            the BlackRock U.S. Debt Index Fund, or the BlackRock
Please be aware that if you did not previously make an investment election for your account(s), your
                                                                                                                                 Equity Index Fund. This includes exchanges, investment
account(s) may be currently invested in a BlackRock LifePath Fund. The LifePath Funds have been                                  elections, loans, distributions, and rebalancing.
the default investment for participants who have not made an investment election for their accounts.                             During the blackout period, you will be able to make
After February 1, 2011, the Focus funds will be the default investment election.                                                 changes or transactions in your account that involve any
If you have a balance in any of the BlackRock Funds, no action is required on your part. Your existing                           other investment option available to you through your
account balance(s) will automatically be transferred into the investment option with the same target date or                     plan. The restrictions apply only to BlackRock Funds.
objective as that of your current investment on February 1, 2011. The transaction(s) will be made for you                        It is very important that you review and consider the
and will appear in your account history.                                                                                         appropriateness of your current investments in light of
Effective February 1, 2011, if you are directing future contributions to any of the BlackRock funds,                             your inability to direct or diversify those investments
your allocation will be redirected automatically to the comparable Northern Trust fund.                                          during the blackout period.
You have the right to direct or change how your plan account is invested. If you would like to move a                            You will have full access to your total account
portion or all of your balance in a BlackRock fund before these changes occur, you may do so before                              balance after 9:30 a.m. eastern time on Tuesday,
the start of the blackout period at 4 p.m. eastern time on Monday, January 24, 2011, or after it ends at                         February 1, 2011.
9:30 a.m. eastern time on Tuesday, February 1, 2011.
                                                                                                                                 If you have questions regarding the blackout period,
                                                                                                                                 you may call the T. Rowe Price Plan Account Line at
* Subject to change                                                                                                              1-800-922-9945. Representatives are available on
**These securities include real estate, commodities, and Treasury Inflation Protected (TIP) securities.
                                                                                                                                 business days between 7 a.m. and 10 p.m. eastern time.
PG 8




       Take another look at your investment choices
       With new investment options available, it’s a good time to review your retirement investing strategy.
       Your retirement needs, expenses, sources of income, and available assets are some important factors
       for you to consider in addition to your chosen investments.

       For more information on BorgWarner’s new fund lineup, shown on the next page, call 1-800-922-9945,
       to request a prospectus or fund fact sheet, which includes investment objectives, risks, fees, expenses,
       and other information that you should read and consider carefully before investing.

       Fund fact sheets are also available online at rps.troweprice.com. Log in to your account and click on
       the mailbox icon to go to the Communications Center. Then open the envelope labeled Northern Trust
       Fund fact sheets or see Human Resources for a copy.
                                                                                                                                                                                                PG 9




The Plan’s Investment Options Effective February 1, 2011
                                                                                                    1
                                                                                                        The Northern Trust Focus Funds will replace the BlackRock LifePath Funds, which
                                                                                         Lipper
                                                                                                        had an investment fee of 0.15%.
                                                                                         No-Load
                                                                               Fund      Expense
                                                                                                    2
                                                                                                        Each fund’s annualized expense ratio is based on fiscal year-end data available
                                                                                                        as of 10/31/2010. The fund expense ratio is composed of both operating costs
                                                                               Expense   Ratio
                                                                                                        and management fees or the equivalent of such costs and fees, depending on the
Target Retirement Date1               Lipper Fund Category                     Ratio2    Average3       investment option. The fund expense ratio for all Northern Trust Collective Funds,
Northern Trust Income Fund            Mixed-Asset Target Alloc. Consv. Funds   0.10%     1.61%          including the Northern Trust Focus Funds, reflects annual investment management
                                                                                                        expenses only. They do not include additional expenses that may be paid to cover
Northern Trust Focus 2010 Fund        Mixed-Asset Target 2010 Funds            0.10%     0.72%          operational costs of the fund. These expenses may vary, are subject to change and
Northern Trust Focus 2015 Fund        Mixed-Asset Target 2015 Funds            0.10%     0.82%          are reflected in the calculation of the daily net asset value (NAV) of the fund.

Northern Trust Focus 2020 Fund        Mixed-Asset Target 2020 Funds            0.10%     0.86%
                                                                                                    3
                                                                                                        The Lipper No-Load Expense Ratio Average is provided to compare the ongoing costs
                                                                                                        of investing in each listed fund with other funds in the identified Lipper category. The
Northern Trust Focus 2025 Fund        Mixed-Asset Target 2025 Funds            0.10%     0.85%          plan will offer trust classes of the Northern Trust funds. Lipper does not track trusts,
                                                                                                        therefore the No-Load Expense Ratio Average for the corresponding mutual fund has
Northern Trust Focus 2030 Fund        Mixed-Asset Target 2030 Funds            0.10%     0.93%
                                                                                                        been used for illustrative purposes.
Northern Trust Focus 2035 Fund        Mixed-Asset Target 2035 Funds            0.10%     0.89%      4
                                                                                                        The T. Rowe Price Stable Value Common Trust Fund (the “Trust”) is not a mutual
Northern Trust Focus 2040 Fund        Mixed-Asset Target 2040 Funds            0.10%     0.96%          fund. It is a common trust fund established by T. Rowe Price Trust Company under
                                                                                                        Maryland banking law, and its units are exempt from registration under the Securi-
Northern Trust Focus 2045 Fund        Mixed-Asset Target 2045 Funds            0.10%     0.90%          ties Act of 1933. Investments in the Trust are not deposits or obligations of, or guar-
Northern Trust Focus 2050 Fund        Mixed-Asset Target 2050 Funds            0.10%     0.92%          anteed by, the U.S. government or its agencies or T. Rowe Price Trust Company.
                                                                                                        Although the Trust seeks to preserve the value of your investment at $1.00 per unit,
Northern Trust Focus 2055 Fund        Mixed-Asset Target 2055 Funds            0.10%     0.92%          it is possible to lose money by investing in the Trust.
Stable Value                                                                                        5
                                                                                                        The Northern Trust Collective Aggregate Bond Index Fund will replace the
                                                                                                        BlackRock Debt Index Fund, which had an investment fee of 0.06% as of
T. Rowe Price Stable Value Fund   4
                                      Money Market Funds                       0.20%     0.61%
                                                                                                        9/30/2010.
Bonds                                                                                               6
                                                                                                        The Northern Trust Collective S&P 500 Index Fund will replace the BlackRock Equity
Northern Trust Collective Aggregate   Intermediate Investment Grade            0.04%     0.68%          Index Fund, which had an investment fee of 0.03% as of 9/30/2010.

Bond Index Fund5                      Debt Funds
                                                                                                    7
                                                                                                        The Buffalo Small Cap Fund normally invests at least 80% of its net assets in domestic
                                                                                                        common stocks and other equity securities (including convertible preferred stocks and
Stocks                                                                                                  warrants) of small-cap companies. The fund considers a company to be a small-cap
Northern Trust Collective             S&P 500 Index Objective Funds            0.02%     0.34%          company if, at time of purchase, (1) it has a market capitalization of $1 billion or
                                                                                                        less, or (2) the company’s market capitalization would place it in the lowest 20% total
S&P 500 Index Fund6                                                                                     market capitalization of companies that have equity securities listed on a U.S. national
Buffalo Small Cap Fund7               Small-Cap Core Funds Average             1.03%     1.71%          securities exchange or trading on the Nasdaq system. Based on current market condi-
                                                                                                        tions, the fund targets companies with individual market capitalizations of $2 billion
Harbor International Fund   8
                                      International Large-Cap Core Funds Average 0.85%   1.00%          or less at the time of initial purchase. In its selection process for this fund, the advisor
Vanguard Mid-Cap Index Fund,          Mid-Cap Core Funds Average               0.08%     1.15%          seeks to identify a broad mix of small-cap companies that are expected to benefit from
                                                                                                        long-term industry, technological, or other trends. The advisor also selects securities
Institutional                                                                                           based on (1) fundamental analysis of industries and the economic cycle; (2) company-
Company Stock                                                                                           specific analysis, such as product cycles and quality of management; and (3) rigorous
                                                                                                        valuation analysis.
BorgWarner Company Stock              Company Stock                            N/A       N/A        8
                                                                                                        Investing in international and emerging markets poses special risks, including
For more information on BorgWarner’s new fund lineup, call 1-800-922-9945, to request a                 potentially greater price volatility due to social, political, and economic factors, as well
                                                                                                        as currency exchange rate fluctuations. These risks are more severe for securities of
prospectus or fund fact sheet, which includes investment objectives, risks, fees, expenses, and         issuers in emerging market regions. The fund has a redemption fee of 2% against
other information that you should read and consider carefully before investing.                         shares that are held for less than 60 days. The fund’s advisor has voluntarily agreed
                                                                                                        to limit the fund’s operating expenses. Such agreement may be discontinued at any
                                                                                                        time without notice.
PG 10




 A Guide to Understanding Plan Fees                                                 FEES FOR MUTUAL FUNDS—These fees are deducted from each fund’s assets and
 The plan provides a great way to save for your retirement. It lets you defer       fall into the following categories:
 part of your salary before taxes and invest the money in a variety of invest-      • Investment management fees—These fees are paid to the fund’s investment manager
 ment options. Of course, there are costs associated with participating in the        for overseeing the portfolio. Generally, an index fund, which seeks to match the
 plan for services like plan administration and investment management.                performance of a particular index, will have lower investment management fees
 Please note that you should not base your investment decisions on fee infor-         than an actively managed fund in the same asset class.
 mation alone. There are many features of an investment option that may make        • Administrative fees (non-T. Rowe Price funds)—Non-T. Rowe Price funds generally have fees
 it an appropriate investment choice for you—fees are only one component.             for administrative services associated with T. Rowe Price’s processing of transactions
 While cost is one factor, your decision should be based upon the options that        involving the funds and maintaining account records. Such fees do not constitute pay-
 are suitable for your risk profile and have the potential to help you reach your     ment in any manner for investment advisory services or for distribution of those funds.
 savings goals.
                                                                                    • Other fees—These cover administrative costs such as maintaining shareholder
 ADMINISTRATIVE FEES—In general, administrative fees cover the cost of                records and furnishing shareholder statements and financial reports. All fees
 operating the plan. Administration includes recordkeeping, accounting,               associated with a mutual fund are disclosed in its prospectus, which you can
 trustee services, auditing services, legal services, account statements, edu-        obtain at rps.troweprice.com or by calling 1-800-922-9945.
 cational materials, websites, and customer service representatives. The plan
 assesses an administrative fee equal to 0.04% per year of your total account       REDEMPTION FEES—These fees are charged to an investor who sells shares of
 balance. One-fourth of this fee (0.01%) is deducted from your quarter-end          a mutual fund on or before a designated holding period specified by the fund.
 account balance on the first day of the following quarter. Additionally, there     Redemption fees are designed to lessen the effect of short-term trading and protect
 is a $60 per year fee ($15 deducted each quarter).                                 the fund and its long-term investors. They are paid to the fund to help offset the
                                                                                    transaction costs that may be generated by frequent trading. Redemption fees are
 LOAN FEES—There is a one-time initiation fee of $50 for each loan you take         always described in the mutual fund’s prospectus. As of November 2010, one fund
 from your retirement plan account.                                                 in the plan’s lineup has a redemption fee. Harbor International Fund assesses a
 QDRO FEES—There is a one-time fee of $250 for the initial inquiry relating         redemption fee of 2% on assets held for 59 days or less.
 to a domestic relations order and an additional $500 fee to review the order
 for qualification. These fees are deducted from your account balance and           Excessive trading
 are paid to Aon Consulting.                                                        Excessive or short-term trading occurs when a participant places frequent trades into
                                                                                    and out of an investment, often holding shares for a very short period of time. This
 FEES FOR COLLECTIVE INVESTMENT FUNDS—These are collective trust
                                                                                    practice can drive up the investment’s administrative costs and negatively impact the
 funds managed by banks or trust companies that pool investments of retire-
                                                                                    fund manager’s strategy. As a result, many funds responded with additional monitoring
 ment plans and other similar investors. The BlackRock funds currently offered
                                                                                    and have implemented short-term trading fees. A potential consequence of excessive
 through the plan, as well as the Northern Trust funds that will replace the
                                                                                    trading for you may be the suspension of your trading privileges and redemption fees
 BlackRock funds in the plan on February 1, 2011, are collective trust funds.
                                                                                    for excessive trading under the Harbor International Fund.
 Each investor has a proportionate interest in the collective trust fund assets.
 Like mutual funds, collective investment funds may have a variety of investment
 objectives. There are no front- or back-end fees associated with a collective
 investment fund, but there are investment management and administrative fees.
                                                                                                                                                                              APPENDIX / PG 11




Asset Allocation Comparison of BlackRock vs. Northern Trust Focus Funds
BlackRock Life Path Funds
     2055             2050            2045             2040              2035             2030              2025                  2020            2015          Retirement Fund
1%              1%
     9%              9%              8%              9%               9%                9%                 9%                10%                 10%               10%
                                   7%
                                                   11%             16%
                                                                                    22%                                                                                     37%
                                                                                                      28%                   35%                          47%
                                                                                                                                     55%        43%
  90%                90%                                                   75%               69%                 63%                                             53%
                                      85%               80%



Northern Trust Focus Funds
                                                                                   1%                2%
    9%              9%               9%             9%               9%                 10%                11%            3% 12%           3%    13%           4% 14%               16%
 14%             14%              14%             14%              14%                                                                                                            6%    23%
                                                                                    20%                                                                  46%                39%
                                                                                                      26%                            54%
                                                                                                                   61%      31%
      77%             77%             77%              77%               77%                  69%                                               38%               43%                  55%

      2055            2050            2045             2040              2035             2030              2025                  2020            2015               2010           Income Fund

                                                                   Equities      Fixed Income       Cash         Other*

Fund fact sheets are also available online at rps.troweprice.com. Log in to your account and click on the mailbox icon to go to the Communications
Center. Then open the envelope labeled Northern Trust Fund fact sheets or see Human Resources for a copy.
*The BlackRock Funds include real estate and Treasury Inflation Protected (TIP) securities. Northern Trust funds include real estate, commodities, and Treasury Inflation
Protected (TIP) securities.




Accessing your account
To change your contribution percentage, make an exchange of current assets, or reallocate your future contributions to different investments (a “mix change”), you can access
your account online or by phone 24/7. Remember that you will not be able to initiate any transactions involving a BlackRock fund while your assets are being transferred from
BlackRock to Northern Trust.

ONLINE—Log in to rps.troweprice.com. If it’s your first visit, click Register, and then follow the instructions to establish a user name and password for future use.

PHONE—Call 1-800-922-9945. Press or say your Social Security number and personal identification number (PIN) to access your account. You can speak your requests or
use your touch-tone keypad. For personal assistance, representatives are available on business days between 7 a.m. and 10 p.m. eastern time.
105549_bro_chg_1110
100451

				
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