Contract_Attachment_2_(Part%205)_TBR_403(b)-PLAN_DOCUMENT.pdf

The Tennessee Board of Regents 403{b) Retirement

Plan Document

Effective Date: January 1, 2009

Revised: November 1, 2016

Tennessee Board of Regents

403(b) Retirement Plan

The Tennessee Board of Regents 403(b) Retirement Plan, and the rules contained in this document have been established pursuant to the Department of Treasury, Internal Revenue

Service Regulations.

The purpose of this Plan is to offer employees ofthe Tennessee Board of Regents and its institutions the ability to participate in a 403(b) Retirement Plan arrangement.

Section 1

Definition of Terms Used. The following words and terms, when used in the Plan, have the meaning set forth below.

1.1 "Account": The account or accumulation maintained for the benefit of any Participant or

Beneficiary under an Annuity Contract or a Custodial Account.

1.2 "Account Balance": The bookkeeping account maintained for each Participant which reflects the aggregate amount credited to the Participant's Account under all Accounts, including the Participant's Elective Deferrals, the earnings or loss of each Annuity Contract or a Custodial Account (net of expenses) allocable to the Participant, any transfers for the

Participant's benefit, and any distribution made to the Participant or the Participant's death, then a separate Account Balance shall be maintained for each Beneficiary. The

Account Balance includes any account established under Section 6 for rollover contributions and plan-to-plan transfers made for a Participant, the account established for a Beneficiary after a Participant's death, and any account or accounts established for an alternate payee

(as defined in section 414(p)(8) ofthe Code).

1.3 "Administrator": The Plan Administrator is the Tennessee Board of Regents and the

Chancellor or such other person or persons designated by the Chancellor to have overall responsibility to coordinate the activities of the Plan, the contracts associated with the Plan as well as the implementation and administration of the Plan.

Please direct all Plan correspondence to:

April Preston

Assistant Vice Chancellor for Human Resources

Tennessee Board of Regents

1 Bridgestone Park, Third Floor

Nashville, TN 37214-2428

1.4 "Annuity Contract": A nontransferable contract as defined in section 403(b)(1) ofthe Code, established for each Participant by the Employer, or by each Participant individually, that is issued by an insurance company qualified to issue annuities in Tennessee and that includes payment in the form of an annuity.

1.5 "Beneficiary": The designated person who is entitled to receive benefits under the Plan after the death of a Participant, subject to such additional rules as may be set forth in the

Individual Agreements.

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1.6 "Custodial Account": The group or individual custodial account or accounts, as defined in section 403(b)(7) of the Code, established for each Participant by the Employer, or by each

Participant individually, to hold assets of the Plan.

1.7 "Code": The Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.

1.8 "Compensation": All cash compensation for services to the Employer, including salary wages, fees, commissions, bonuses, and overtime pay, that is includible in the Employee's gross income for the calendar year, plus amounts that would be cash compensation for services to the Employer includible in the Employee's gross income for the calendar year but for a compensation reduction election under section 125, 132(f), 401(k), 403(b), or

457(b) ofthe Code (including an election under Section 2 made to reduce compensation in order to have Elective Deferrals under the Plan).

1.9 "Disabled": The definition of disability provided in the applicable Individual Agreement.

1.10 "Elective Deferral": The Employer contributions made to the Plan at the election of the

Participant in lieu of receiving cash compensation. Elective Deferrals are limited to pre-tax salary reduction contributions.

1.11 "Employee": Each individual who is a common law employee of the Employer performing services for a Tennessee Board of Regents institution as an employee. This definition is not applicable unless the employee's compensation for performing services is paid by the Employer.

1.12 "Employer": Tennessee Board of Regents and its institutions that are authorized to participate in the Plan. This includes the Tennessee Colleges of Applied Technology and the following institutions:

Austin Peay State University East Tennessee State University Middle Tennessee State University Tennessee State University Tennessee Tech University The University of Memphis Chattanooga State Community College Cleveland State Community College Columbia State Community College Dyersburg State Community College

Clarksville, TN Johnson City, TN Murfreesboro, TN Nashville, TN Cookeville, TN Memphis, TN Chattanooga, TN Cleveland, TN Columbia, TN Dyersburg, TN

Jackson State Community College Mot low State Community College Nashville State Community College Northeast State Community College Pellissippi State Community College Roane State Community College Southwest Tennessee Community College Volunteer State Community College Walters State Community College Tennessee Board of Regents System Office

Jackson, TN Lynchburg, TN Nashville, TN Blountville, TN Knoxville, TN Harriman, TN Memphis, TN Gallatin, TN Morristown, TN Nashville, TN

1.13 "Funding Vehicles": The Annuity contracts or Custodial Accounts issued for funding amounts held under the Plan and specifically approved by Employer for use under the Plan.

1.14 "Includible Compensation": An Employee's actual wages in box 1 of Form W-2 for a year for services to the Employer, but subject to a maximum may apply under section

401(a)(17) ofthe Code) and increased (up to the dollar maximum by any compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) ofthe Code (including any Elective Deferral under the Plan). The amount of Includible Compensation is determined without regard to any community property laws.

1.15 "Individual Agreement": The agreements between a Vendor and the Employer or a

Participant that constitutes or governs a Custodial Account or an Annuity Contract.

1.16 "Participant": An individual for whom Elective Deferrals are currently being made, or for whom Elective Deferrals have previously been made, under the Plan who has not received a distribution of his or her entire benefit under the Plan.

1.17 "Plan": The Tennessee Board of Regents 403(b) Retirement Plan.

1.18 "Plan Year": The calendar year, January 1'1 through December 31'1.

1.19 "Related Employer": The employer and any other entity which is under the common control with the Employer under section 414(b) or (c) ofthe Code. For this purpose, the

Employer shall determine which entities are Related Employers based on a reasonable good faith standard and taking into account the special rules applicable under Notice 89-23, 1989-1 C. B. 654.

1.20 "Severance from Employment": For purpose ofthe Plan, Severance from Employment means Severance from Employment with the Tennessee Board of Regents and any Related

Entity. However, a Severance from Employment also occurs on any date on which an

Employee ceases to be an employee, even though the Employee may continue to be employed by a Related Employer that is another unit of the State or government that is not a Tennessee Board of Regents institution or in a capacity that is not employment with the

Tennessee Board of Regents (e.g., ceasing to be an employee performing services but continuing to work for the same State of or government employer).

1.21 "Vendor": The provider of an Annuity Contract or Custodial Account. A list of the

Approved Providers is provided in Appendix A.

1.22 "Valuation Date": Each business day.

Section 2.

Participation and Contributions

2.1 Eligibility. All Employees ofthe Tennessee Board of Regents institution/college of applied technology/system office shall be eligible to participate in the Plan and elect to have Elective

Deferrals made on his or her behalf hereunder immediately upon becoming employed by the

Employer.

2.2 Compensation Reduction Election. (a) General Rule. An employee elects to become a

Participant by executing an election to reduce his or her Compensation (and have that amount contributed as an Elective Deferral on his her behalf) and filing it with the Administrator. This

Compensation Reduction Election shall be made on the agreement provided by the

Administrator under which the employee agrees to be bound by all the terms and conditions of the Plan. The Administrator may establish an annual minimum deferral amount no higher than

$200, and may change such minimum to a lower amount from time to time. The participation election shall also include designation of the Funding Vehicles and Accounts therein to which

Elective Deferrals are to be made and a designation of Beneficiary. Any such election shall remain in effect until a new election is filed. Only an individual who performs services for the

Employer as an Employee may reduce his or her Compensation under the Plan. Each Employee will become a Participant in accordance with the terms and conditions of the Individual

Agreements. All Elective Deferrals shall be made on a pre-tax basis. An Employee shall become a Participant as soon as administratively practicable following the date applicable under the

Employee's election.

2.3 Information Provided by the Employee. Each Employee enrolling in the Plan should provide to the Administrator at the time of initial enrollment, and later if there are any changes, ii14012 Highlight ii14012 Highlight ii14012 Highlight any information necessary or advisable for the Administrator to administer the Plan, including any information required under the Individual Agreements.

2.4 Changes in Elective Deferrals Election. Subject to the provisions of the applicable Individual

Agreements, an Employee may at any time revise his or her participation election, including a change of the amount of his or her Elective Deferrals, his or her investment direction, and his or her designated Beneficiary. A change in the investment direction shall take effect as of the date provided by the Administrator on a uniform basis for all Employees. A change in the Beneficiary designation shall take effect when the election is accepted by the Vendor.

2.5 Contribution Made Promptly. Elective Deferrals under the Plan shall be transferred to the applicable Funding Vehicle within 15 business days following the end of the month in which the amount would otherwise have been paid to the Participant.

2.6 leave of Absence. Unless an election is otherwise revised, if an Employee is absent from work by leave of absence, Elective Deferrals under the Plan shall continue to the extent that

Compensation continues.

Section 3 limitations on Amounts Deferred

3.1 Basic Annual limitation. Except as provided in Section 3.3, the maximum amount of the

Elective Deferral under the Plan for any calendar year shall not exceed the lesser of (a) the applicable dollar amount or (b) the Participant's Includible Compensation for the calendar year.

The applicable dollar amount is the amount established under section 402(g)(1)(B) of the Code, which is adjusted for cost-of-living to the extent provided under section 415(d) ofthe Code.

3.2 Special Section 403(b) Catch-up limitation for the Employees with 15 Years of Service.

Special403(b) Catch-up limitation for the Employees with 15 years of service contributions are not permitted under the Tennessee Board of Regents 403(b) Retirement Plan.

3.3 Age 50 Catch-up Elective Deferral Contributions. An Employee who is a Participant who will attain age 50 or more by the end of the calendar year is permitted to elect an additional amount of Elective Deferrals, up to the maximum age 50 catch-up Elective Deferrals for the year. The maximum dollar amount of the age 50 catch-up Elective Deferrals for a year is $5,000 ii14012 Highlight for 2007, and is adjusted for the cost-of-living after 2007 to the extent provided under the

Code.

3.4 Coordination. Amounts in excess ofthe limitation set forth in Section 3.1 shall be allocated first to the age 50 catch-up contribution under Section 3.3. However, in no event can the amount of the Elective Deferrals for a year be more than the Participant's Compensation for the year.

3.5 Special Rule for a Participant Covered by another Section 403(b) Plan. For purposes of the

Section 3, ifthe Participant is or has been a participant in one or more other plans under section 403(b) of the Code (and any other plan that permits elective deferrals under section

402(g) ofthe Code), then this Plan and all such other plans shall be considered as one plan for purposes of applying the foregoing limitations of this Section 3. For this purpose, the

Administrator shall take into account any other such plan maintained by any Related Employer and shall also take into account any other such plan for which the Administrator receives from the Participant sufficient information concerning his or her participation in such other plan.

3.6 Correction of Excess Elective Deferrals. lfthe Elective Deferral on behalf of a Participant for any calendar year exceed the limitations described above, or the Elective Deferral on behalf of a Participant for any calendar year exceeds the limitations described above when combined with other amount deferred by the Participant under another plan of the employer under section 403(b) ofthe Code (and any other plan that permits elective deferrals under section

402(g) of the Code for which the Participant provides information that is accepted by the

Administrator), then the Elective Deferral, to the extent in excess of the applicable limitation

(adjusted for any income or loss in value, if any, allocable thereto), shall be distributed to the

Participant.

3.7 Protection of Persons Who Serve in a Uniformed Service. An Employee whose employment is interrupted by qualified military service under section 414(u) of the Code or who is on a leave of absence for qualified military service under section 414(u) ofthe Code may elect to make additional Elective Deferrals upon resumption of employment with the Employer equal to the maximum Elective Deferrals that the Employee could have elected during that period if the Employee's employment with the Employer had continued (at the same level of

Compensation) without the interruption or leave, reduced by the Elective Deferrals, if any, actually made for the Employee during the period of the interruption or leave. Except to the extent provided under section 414(u) of the Code, this right applies for five years following the ii14012 Highlight ii14012 Highlight resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave).

3.8 Heroes Earnings Assistance and Relief Tax Act (The HEART Act).

(A) Death benefits. If a participant dies while performing qualified military service (as defined in Code §414(u)), the Participant's Beneficiary is entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed employment and then terminated employment on account of death. Moreover, the Plan will credit the

Participant's qualified military service as service for vesting purposes, as though the

Participant had resumed employment under USERRA immediately prior to the

Participant's death.

(B) Benefit accrual. The Plan treats an individual who dies or becomes disabled (as defined under the terms of the Plan) while performing qualified military service with respect to the Employer as if the individual had resumed employment in accordance with the individual's reemployment rights under USERRA, on the day preceding death or disability (as the case may be) and terminated employment on the actual date of death or disability.

(C) Differential wage payments. Differential wage payments (as described herein) will be considered compensation for all Plan purposes. (i) An individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an employee of the employer making the payment; (ii) the differential wage payment is treated as compensation for purposes of Code §415(c)(3) and Treasury Reg. §1.415(c)-2; (iii) the

Plan is not treated as failing to meet the requirements of any provision described in

Code §414(u)(l)(C) by reason of any contribution or benefit which is based on the differential wage payment. This section applies only if all employees of the Employer performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the Employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (5)).

(D) Deemed severance. Notwithstanding Section 3.8(C)(i), if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have severance from employment solely for purposes of eligibility for distribution of amounts not subject to

Code §412. However, the Plan will not distribute such a Participant's account on account of this deemed severance unless the Participant specifically elects to receive a benefit distribution hereunder. If a Participant elects to receive a distribution on account of this deemed severance, then the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision (such as qualified reservist distribution), then the other Plan provision will control and the 6-month suspension will not apply.

Section 4

Loans

4.1 Loans. Loans are not permitted under the Tennessee Board of Regents section 403(b)

Retirement Plan.

Section 5 Benefit Distributions

5.1 Benefit Distributions at Severance from Employment or Other Distribution Event. Except as permitted under Section 3.6 (relating to excess Elective Deferrals), Section 5.4 (relating to withdrawals of amounts rolled over into the Plan), or Section 8.3 (relating to termination of the

Plan), distribution from a Participant's Account may not be made earlier than the earliest of the date on which the Participation has a Severance from Employment, dies, becomes Disabled, or attains age 59 Y,. Distributions shall otherwise be made in accordance with the terms of the

Individual Agreements.

5.2 Small Account Balances. The terms of the Individual Agreement may permit distributions to be made in the form of a lump-sum payment, without the consent of the Participant or

Beneficiary, but no such payment may be made without the consent of the Participant or

Beneficiary unless the Account Balance does not exceed $5,000 (determined without regard to any separate account that holds rollover contributions under Section 6.1) and any such distribution shall comply with the requirements of section 401(a)(31)(B) of the Code (relating to automatic distribution as a direct rollover to an individual retirement plan for distributions in excess of $1,000).

5.3 Minimum Distributions. Each Individual Agreement shall comply with the minimum distribution requirements of section 401(a)(9) of the Code and the regulations there under. For purposes of applying the distribution rules of section 401(a)(9) of the Code, each Individual

Agreement is treated as an individual retirement account (IRA) and distributions shall be made in accordance with the provisions of §1.408-8 of the Income Tax Regulations, except as provided in §1.403(b)-6(c) ofthe Income Tax Regulations.

5.4 Hardship Withdrawals. Hardship Withdrawals are not permitted under the Tennessee

Board of Regents Section 403(b) Retirement Plan.

5.5 Rollover Distributions.

(a) A Participant or the Beneficiary of a deceased Participant (or a Participant's spouse or former spouse who is alternate payee under a domestic relations order, as defined in section

414(p) of the Code) who is entitled to an eligible rollover distribution may elect to have any portion of an eligible rollover distribution (as defined in section 402(c)(4) ofthe Code) from the

Plan paid directly to an eligible retirement plan (as defined in section 402(c)(8)(B) ofthe Code) specified by the Participant in a direct rollover. In the case of a distribution to a Beneficiary who at the time ofthe Participant's death was neither the spouse of the Participant nor the spouse or former spouse of the participant who is an alternate payee under a domestic relations order, a direct rollover is payable only to any individual retirement account or individual retirement annuity (IRA) that has been established on behalf oft he Beneficiary as an inherited IRA (within the meaning of section 408(d)(3)(C) of the Code).

(b) Each Vendor shall be separately responsible for providing, within a reasonable time period before making an initial eligible rollover distribution, an explanation to the Participant of his or her right to elect a direct rollover and the income tax withholding consequences of not electing a direct rollover.

Section 6 Roll overs to the Plan and Transfers

6.1 Eligible Rollover Contributions to the Plan.

(a) Eligible Rollover Contributions. To the extent provided in the Individual Agreements, a

Participant who is entitled to receive an eligible rollover distribution from another eligible retirement plan may request to have all or a portion ofthe eligible rollover distribution paid to the Plan. Such rollover contributions shall be made in the form of cash only. The Vendor may require such documentation from the distribution plan as it deems necessary to effectuate the rollover in accordance with section 402 of the Code and to confirm that such plan is an eligible retirement plan within the meaning of section 402(c)(8)(B) of the Code. However, in no event does the Plan accept a rollover contribution from a Roth elective deferral account under an applicable retirement plan described in section 402A(c)(l) oft he Code or a Roth IRA described in section 408A of the Code.

(b) Eligible Rollover Distribution. For purposes of Section 6.1 (a), an eligible rollover distribution means any distribution of all or any portion of a Participant's benefit under another eligible retirement plan, except that an eligible rollover distribution does not include (1) any installment payment for a period of 10 years or more, (2) any distribution made as a result of an unforeseeable emergency or other distribution which is made upon hardship of the employee, or (3) for any other distribution, the portion, if any, of the distribution that is a required minimum distribution under section 401(a)(9) ofthe Code. In addition, an eligible retirement plan means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) ofthe Code, a qualified trust described in section 401(a) of the Code, an annuity plan described in section 403(a) or 403(b) of the Code, or an eligible governmental plan described in section 457(b) of the Code, that accepts the eligible rollover distribution.

(c) Separate Accounts. The Vendor shall establish and maintain for the Participant a separate account for any eligible rollover distribution paid to the Plan.

6.2 Plan-to-Plan Transfers to the Plan.

(a) At the direction of the Employer, for a class of Employees who are participanst or beneficiaries in another plan under section 403(b) ofthe Code, the Administrator may permit a transfer of assets to the Plan as provided in this Section 6.2. Such a transfer is permitted only if the other plan provides for the direct transfer of each person's entire interest therein to the

Plan and the participant is an employee or former employee ofthe Employer. The

Administrator and any Vendor accepting such transferred amounts may require that the transfer be in cash or other property acceptable to it. The Administrator or any Vendor accepting such transferred amounts may require such documentation from the other plan as it deems necessary to effectuate the transfer in accordance with §1.403(b)-10(b)(3) ofthe Income

Tax Regulations and to confirm that the other plan is a plan that satisfies section 403(b) oft he

Code.

(b) The amount so transferred shall be credited to the Participant's Account Balance, so that the Participant or Beneficiary whose assets are being transferred has an accumulated benefit immediately after the transfer at least equal to the accumulated benefit with respect to that

Participant or Beneficiary immediately before the transfer.

(c) To the extent provided in the Individual Agreements holding such transferred amounts, the amount transferred shall be held, accounted for, administered and otherwise treated in the same manner as an Elective Deferral by the Participant under the Plan, except that (1) the

Individual Agreement which holds any amount transferred to the Plan must provide that, to the ii14012 Highlight ii14012 Highlight extent any amount transferred is subject to any distribution restrictions required under section

403(b) ofthe Code, the Individual Agreement must impose restrictions on distributions to the

Participant or Beneficiary whose asset are being transferred that are not less stringent than those imposed on the transferor plan and (2) the transferred amount shall not be considered an

Elective Deferral under the Plan in determining the maximum deferral under Section 3.

Note: This provision limits transfer to the plan to cases involving a class of participants whose entire benefit is being transferred, such as where employees are being transferred from another employer to employment with the Tennessee Board of Regents and the portion of the other plan held on their behalf is being merged into this plan.

6.3 Plan-to-Plan Transfers from the Plan.

(a) At the direction of the Employer, the Administrator may permit a class of Participants and

Beneficiaries to elect to have all or any portion oftheir Account Balance transferred to another plan that satisfies section 403(b) of the Code in accordance with §1.403(b)-10(b)(3) ofthe

Income Tax Regulations. A transfer is permitted under this Section 6.3(a) only if the Participants or Beneficiaries are employees or former employees of the employer (or the business of the employer) under the receiving plan and the other plan provides for the acceptance of plan to plan transfers with respect to the Participants and Beneficiaries and for each Participant and

Beneficiary to have an amount deferred under the other plan immediately after the transfer at least equal to the amount transferred.

(b) The other plan must provide that, to the extent any amount transferred is subject to any distribution restrictions required under section 403(b) of the Code, the other plan shall impose restrictions on distribution to the Participant or Beneficiary whose assets are transferred that are not less stringent than those imposed under the Plan. In addition, if the transfer does not constitute a complete transfer of the Participant's or Beneficiary's interest in the Plan, the other plan shall treat the amount transferred as a continuation of a pro rata portion of the

Participant's or Beneficiary's interest in the transferor plan (e.g., a pro-rata portion of the

Participant's or Beneficiary's interest in any after-tax employee contributions).

(c) Upon the transfer of assets under this Section 6.3, the Plan's liability to pay benefits to the

Participant or Beneficiary under this Plan shall be discharged to the extent of the amount so transferred for the Participant or Beneficiary. The Administrator may require such documentation from the receiving plan as it deems appropriate or necessary to comply with this Section 6.3 (for example, to confirm that the receiving plan satisfies section 403(b) of the

Code and to assure that the transfer is permitted under the receiving plan) or to effectuate the transfer pursuant to §1.403(b)-10(b)(3) ofthe Income Tax Regulations.

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Note: This provision limits transfer from the plan to cases involving a class of participants whose entire benefit is being transferred, such as where employees are being transferred from employment with the Tennessee Board of Regents to another employer and the portion of the plan held on their behalf is being merged into another plan.

6.4 Contract and Custodial Account Exchanges.

(a) A Participant or Beneficiary is permitted to change the investment of his or her Account

Balance among the approved Vendors under the Plan, subject to the terms of the Individual

Agreements. However, an investment change that includes an investment with a Vendor that is not eligible to receive contributions under Section 2 (referred to below as an exchange) is not permitted.

(b) The Participant or Beneficiary must have an Account Balance immediately after the exchange that is at least equal to the Account Balance of that Participant or Beneficiary immediately before the exchange (taking into account the Account Balance of that Participant or Beneficiary under both section 403(b) contracts and custodial accounts immediately before the exchange).

(c) The Individual Agreement with the receiving Vendor has distribution restrictions with respect to the Participant that are not less stringent than those imposed on the investment being exchanged.

6.5 Permissive Service Credit Transfers.

(a) If a Participant is also a participant in a tax-qualified defined benefit governmental plan (as defined in section 414(d) of the Code) that provides for the acceptance of plan-to-plan transfers with respect to the Participant, then the Participant may elect to have any portion of the

Participant's Account Balance transferred to the defined benefit governmental plan. A transfer under this Section 6.5(a) may be made before the Participant has had a Severance from

Employment.

(b) A transfer may be made under Section 6.5(a) only if the transfer is either for the purchase of permissive service credit or defined in section 415(n)(3)(A) oft he Code) under the receiving defined benefit governmental plan or a repayment to which section 415 of the Code does not apply by reason of section 415(1<)(3) of the Code.

(c) In addition, if a plan-to-plan transfer does not constitute a complete transfer ofthe

Participant's or Beneficiary's interest in the transferor plan, the Plan shall treat the amount transferred as a continuation of a pro rata portion ofthe Participant's or Beneficiary's interest in the transferor plan (e.g., a pro rata portion of the Participant's or Beneficiary's interest in any after-tax employee contributions).

Section 7

Investment of Contributions

7.1 Manner of Investment. All Elective Deferrals or other amounts contributed to the Plan, all property and rights purchased with such amounts under the Funding Vehicles, and all income attributable to such amounts, property, or rights shall be held and invested in one or more

Annuity Contracts or Custodial Accounts. Each Custodial Account shall provide for it to be impossible, prior to the satisfaction of all liabilities with respect to Participants and their

Beneficiaries, for any part of the assets and income of the Custodial Account to be used for, or diverted to, purposes other than for the exclusive benefit of Participants and their Beneficiaries.

7.2 Investment of Contributions. Each Participant or Beneficiary shall direct the investment of his or her Account among the investment options available under the Annuity Contract or

Custodial Account in accordance with the terms of the Individual Agreements. Transfers among

Annuity Contracts and Custodial Accounts may be made to the extent provided in the Individual

Agreements and permitted under applicable Income Tax Regulations.

7.3 Current and Former Vendors. The Administrator shall maintain a Jist of all Vendors under the Plan. Such Jist is hereby incorporated as part of the Plan. Each Vendor and the

Administrator shall exchange such information as may be necessary to satisfy section 403(b) of the Code or other requirements of applicable law. In the case of a Vendor which is not eligible to receive Elective Deferrals under the Plan (including a Vendor which has ceased to be a

Vendor eligible to receive Elective Deferrals under the Plan and a Vendor holding assets under the Plan in accordance with Section 6.2 or 6.4), the Employer shall keep the Vendor informed of the name and contact information of the Administrator in order to coordinate information necessary to satisfy section 403(b) of the Code or other requirements of applicable law. A list of the approved Vendors can be found in Appendix A.

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Section 8 Amendment and Plan Termination

8.1 Termination of Contributions. The Employer has adopted the Plan with the intention and expectation that contributions will be continued indefinitely. However, the Employer has no obligation or liability whatsoever to maintain the Plan for any length of time and may discontinue contributions under the Plan at any time without any liability hereunder for any such discontinuance.

8.2 Amendment and Termination. The Employer reserves the authority to amend or terminate this Plan at any time.

8.3 Distribution upon Termination of the Plan. The Employer may provide that, in connection with a termination of the Plan and subject to any restrictions contained in the Individual

Agreements, all Accounts will be distributed, provided that the Employer and any Related

Employer on the date of termination do not make contributions to an alternative section 403(b) contract that is not part of the Plan during the period beginning on the date of plan termination and ending 12 months after the distribution of all assets from the Plan, except as permitted by the Income Tax Regulations.

Section 9 Miscellaneous

9.1 Non-Assignability. Except as provided in Section 9.2 and 9.3, the interests of each

Participant or Beneficiary under the Plan are not subject to the claims of the Participant's or

Beneficiary's creditors; and neither the Participant nor any Beneficiary shall have any right to sell, assign, transfer, or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non assignable and non-transferable.

9.2 Domestic Relations Orders. Notwithstanding Section 9.1, if a judgment, decree or order

(including approval of a property settlement agreement) that relates to the provision of child support, alimony payments, or the marital property rights of a spouse or former spouse, child, or other dependent of a participant is made pursuant to the domestic relations law of any State

("domestic relations order"), then the amount ofthe Participant's Account Balance shall be paid in the manner and to the person or persons so directed in the domestic relations order.

Such payment shall be made without regard to whether the Participant is eligible for a distribution of benefits under the Plan. The Administrator shall establish reasonable procedures for determining the status of any such decree or order and for effectuating distribution pursuant to the domestic relations order.

9.3 IRS Levy. Notwithstanding Section 9.1, the Administrator may pay from a Participant's or

Beneficiary's Account Balance the amount that the Administrator finds is lawfully demanded under a levy issued by the Internal Revenue Service with respect to that Participant or

Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary.

9.4 Tax Withholding. Contributions to the Plan are subject to applicable employment taxes

(including, if applicable, Federal Insurance Contributions Act (FICA) taxes with respect to

Elective Deferrals, which constitute wages under section 3121 of the Code). Any benefit payment made under the Plan is subject to applicable income tax withholding requirements

(including section 3401 of the Code and the Employment Tax Regulations thereunder). A payee shall provide such information as the Administrator may need to satisfy income tax withholding obligations, and any other information that may be required by guidance issued under the

Code.

9.5 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving a valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit of such Participant or

Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.

9.6 Mistaken Contributions. If any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake of fact, within one year ofthe payment of the contribution and upon receipt in good order of a proper request approved by the Administrator, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be returned directly to the Participant or, to the extent required or permitted by the

Administrator, to the Employer.

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9. 7 Procedure When Distributee Cannot Be located. The Administrator shall make all reasonable attempts to determine the identity and address of a Participant or a Participant's

Beneficiary entitled to benefits under the Plan. For this purpose, a reasonable attempt means

(a) the mailing by certified mail of a notice to the last known address shown on Tennessee

Board of Regents' or the Administrator's records, (b) notification sent to the Social Security

Administration or the Pension Benefit Guaranty Corporation (under their program to identify payees under retirement plans), and (c) the payee has not responded within 6 months. If the

Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the funding vehicle shall continue to hold the benefits due such person.

9.8 Incorporation of Individual Agreements. The Plan, together with the Individual

Agreements, is intended to satisfy the requirements of section 403(b) ofthe Code and the

Income Tax Regulations thereunder. Terms and conditions of the Individual Agreements are hereby incorporated by reference into the Plan, excluding those terms that are inconsistent with the Plan or section 403(b) of the Code.

9.9 Governing law. The Plan will be construed, administered and enforced according to the

Code and the laws oft he State in which the Employer has its principal place of business.

9.10 Headings. Headings ofthe Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provision hereof.

9.11 Gender. Pronouns used in the Plan in the masculine or feminine gender include both genders unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, the Tennessee Board of Regents has caused this Plan to be signed by its duly authorized official and adopted the 1'' day of November, 2016.

TENNESSEE BOARD OF REGENTS

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APPENDIX A

The following is a list of Approved Providers in the Tennessee Board of Regents 403(b) Retirement Plan, originally approved as of January 1, 2009, and current as of November 1, 2016:

o AIG VALIC o Voya o TIAA-CREF