Dell Inc. 401(k) Plan Summary Plan Description and Prospectus. Effective January 1, 2012

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1 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus Effective January 1, 2012

2 Table of Contents Introduction... 1 Plan Highlights... 2 Safe Harbor Notice... 3 Eligibility... 4 Enrollment... 5 Service and Vesting... 6 Your Contributions... 7 Company Contributions Make-Up Contributions After Military Service Investments How Your Account Works Loans In-Service Withdrawals...29 Distributions Prospectus for the Dell Stock Fund Plan Administration Information Glossary Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

3 Introduction Planning for the future is not easy; especially when it requires saving money. The fact is that regardless of your income, it can be difficult to save. That is why Dell Inc. (the "Company") provides the Dell Inc. 401(k) Plan (the "Plan"). Through tax-advantaged payroll deductions and other retirement savings tools, the Plan can help you maximize your retirement savings. This document summarizes the key features of the Dell Inc. 401(k) Plan. Please read this summary carefully. It is written in simple, non-technical language and is intended to help you understand how this Plan can benefit you and your family. Certain terms used throughout this SPD have specific meanings under the Plan. These terms are important to your understanding of the Plan and are defined in the Glossary section. Summary Plan Description and Prospectus The purpose of this Plan is to provide you as an eligible Dell Team Member with an investment tool for retirement planning. This Summary Plan Description (SPD) and Prospectus for the Dell Stock Fund describe the principal provisions of the Dell Inc. 401(k) Plan (as amended and restated effective January 1, 2009 and later amended effective March 29, 2010, January 1, 2011 and January 1, 2012). Every effort has been made to make this summary description as accurate as possible. However, this SPD is not the Plan document and is not meant to interpret, extend or change the provisions of the Plan in any way. Your right to any benefit depends on the actual facts, terms and conditions of the Plan document and no rights accrue due to any statement in this SPD. Please keep in mind that if there is any conflict between this SPD and the provisions of the official Plan document, the Plan document will control. In the case of any ambiguity, the Plan Administrator s interpretation is final. If after reviewing this SPD you have questions concerning the operation of the Plan, please contact the Plan Administrator. Copies of the Plan document are available to you at no charge through the Dell Benefits Department. See the Plan Administration Information section for contact information. The Plan s investment choices include the Dell Stock Fund that invests in shares of the Company s common stock. This SPD constitutes part of a prospectus covering securities that have been registered under the Securities Act of The Securities and Exchange Commission and the state securities regulators have not approved or disapproved these securities, or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 1 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

4 Plan Highlights This Plan provides you with the savings advantages allowed by current tax laws. Some of the benefits the Plan offers include: You may choose to make Pre-Tax Contributions, Roth After-Tax Contributions or both. You may choose to save between 0% and 50% of your pay, up to the IRS limit ($17,000 in 2012); this limit applies to any Pre-Tax and Roth After-Tax Contributions combined. If you are over age 50, or if you will turn age 50 within the current year, you may also elect to make Catch-Up Contributions on a pre-tax or Roth after-tax basis, up to the IRS limit ($5,500 in 2012). The Company provides a Matching Contribution, dollar for dollar on the first 5% of your eligible Compensation that you contribute to the Plan. You may invest your contributions among the investment options offered under the Plan, each with a different degree of potential risk and reward. All contributions to the Plan and all investment earnings on those contributions are eligible for special tax advantages. 2 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

5 Safe Harbor Notice As of January 1, 2005, the Plan was modified to operate as a special type of 401(k) plan referred to as a safe harbor 401(k) plan. At least 30 days, but no more than 90 days, before the beginning of each Plan Year, you will be provided with a notice describing your rights and obligations under the Plan. This portion of the SPD is intended to serve as your Safe Harbor Notice. Newly hired Team Members are immediately eligible to participate in the Plan. If you become eligible for the Plan as a new hire after the 90 th day before the beginning of the Plan Year, the Notice will be provided to you no later than the date on which you become eligible. Plan Contributions The contributions discussed in this paragraph are determined based on the definition of Compensation described in the Glossary section. You may make Pre-Tax Contributions and/or Roth After-Tax Contributions to the Plan. Your Compensation will be reduced each pay period by the whole percentage(s) you elect. If you elect to contribute on both a Pre-Tax and Roth After-Tax basis, your Pre-Tax Contribution amount will be withheld first. Rules regarding how and when you may elect to contribute are located in the Eligibility and Enrollment sections. The Company will make a Matching Contribution to your account equal to 100% of your Pre-Tax and/or Roth After-Tax Contributions, not to exceed 5% of your Compensation. In addition to the contributions identified above, you or the Company may make additional contributions to the Plan. Refer to the Your Contributions and Company Contributions sections for information about additional contributions that may be made and whether you are eligible for those contributions. Vesting and Distributions You are 100% Vested in any contributions you make to the Plan (Pre-Tax Contributions, Roth After-Tax Contributions, Rollovers/Direct Transfers from other plans and/or Catch-Up Contributions, as applicable) as well as in any Company Contributions (Matching Contributions, Retirement Savings Contributions, Top-Heavy Contributions and/or True-Up Matching Contributions, if any). Safe Harbor Matching Contributions are generally treated as Pre-Tax Contributions for determining when you may take a distribution of these contributions. However, Safe Harbor Matching Contributions may not be distributed due to hardship. Refer to the Distributions section to determine when you are eligible for a distribution from your account. 3 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

6 Eligibility You may participate in the Plan if you are a Dell Team Member, unless you are an Excludable Team Member. You are an Excludable Team Member if you are: A Team Member who is part of a union, unless your contract allows you to participate in the Plan; A non-resident alien not receiving U.S. income; A leased employee; Not on the payroll records of the Company (including Independent Contractors); On the payroll of Spherion Corporation; Classified by the Company as a college or high school intern (including, but not limited to, having a ADIN001, ADIN002 or ADIN003 job code), unless you made Pre-Tax Contributions to the Plan on or before July 31, 2003; Classified by the Company as a security guard and you are also employed by a law enforcement agency or a security firm, unless you submitted an election to make Pre-Tax Contributions to the Plan on or before July 31, 2003; or Not on the U.S. payroll of the Company or a subsidia ry of the Company (see the Team Members Not Paid on U.S. Payroll section for more information). If you are an eligible Team Member, you can participate in the Plan on your date of hire or rehire. Once eligible to participate, you may enroll in the Plan on the Your Benefits Resources website ( see the Enrollm ent section), which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Team Members Not Paid on U.S. Payroll Team Members who are not paid through the U.S. payroll are not eligible to participate in the Plan. However, certain Team Members that are not on the U.S. payroll may already have an Individual Account balance. This situation is most commonly the result of a U.S. Team Member that transfers to work with Dell in a country other than the U.S. as a long-term international assignee (also known as an inter-country transfer). The following Plan rules apply if you are a Team Member in this situation: You continue to earn service credit while employed with Dell; You are eligible to take a lump sum distribution of your Vested Individual Account Balance when you terminate your employment with Dell (refer to the Distributions section for more information); You are eligible to take an age 59½ withdrawal at age 59½; You are not eligible to take new loans or Financial Hardship withdrawals; If you have an outstanding loan, you must continue to make loan repayments while employed with Dell. Otherwise, your loan will follow the loan default rules of the Plan (refer to the Loans section for more information on loan defaults); You are not eligible to make Pre-Tax Contributions, Roth After-Tax Contributions or Rollover Contributions to the Plan; and You are eligible to receive True-Up Matching Contributions on any Pre-Tax or Roth After-Tax Contributions you made before your transfer. 4 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

7 Enrollment Visit the Dell Intranet and the Your Benefits Resources website to learn about, enroll in and manage your 401(k) Plan Individual Account. Once you meet the eligibility requirements to participate in the Plan, you may enroll at any time by completing the necessary enrollment process, either online or over the phone. During the enrollment process, you will indicate the percentage of your gross pay that you want deducted each payroll period to be contributed to the Plan as Pre-Tax Contributions, Roth After-Tax Contributions or both. You will also indicate how you want to have your contributions invested. Once enrolled, your elections remain in effect until you make a change. You may make changes at any time. Instructions for enrolling in the Plan are included on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. If you have any questions about completing the enrollment process, you can contact a Dell Benefits Center Representative at (888) , option 1. Once you have completed your enrollment, your participation will begin as soon as administratively feasible, usually with your next paycheck. When you enroll, be sure to name a Beneficiary. Naming a Beneficiary You can name the person or persons you want to receive any benefits from the Plan if you die. You may change your Beneficiary at any time by completing a new Beneficiary designation on the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. If you are married and name someone other than your spouse as your sole, primary Beneficiary, you must have your spouse's written consent. Even if you choose to name your children as Beneficiaries, your spouse must give written consent, which must be witnessed by a notary public. Note: As a Plan Participant, you have the right to make enrollment and investment decisions and have the responsibility for designating your Beneficiaries. In addition, you are responsible for verifying all account information you receive and for notifying the Dell Benefits Center of any inaccuracies regarding your Individual Account. Since your spouse has certain rights under the Plan, you should immediately report any changes in your marital status to the Dell Benefits Center. 5 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

8 Service and Vesting Hours of Service Service credit is based on your hours of work. An hour of work is any hour for which you are paid or entitled to payment, including vacations, holidays and sick days and any other authorized leaves of absence. If you are an hourly paid Team Member, an Hour of Service is determined based on your actual hours worked. If you are a salaried Team Member, an Hour of Service is determined on an equivalency method based on the number of hours you are regularly scheduled to work. Reemployment If you terminate employment with the Company and are later rehired, you may begin participating in the Plan as soon as administratively feasible after your rehire date provided that you: Are a Team Member; Are not classified as an Excludable Team Member; and Have enrolled in the Plan. Vesting You are 100% Vested in any contributions you make to the Plan (Pre-Tax Contributions, Roth After-Tax Contributions, Rollovers/Direct Transfers from other plans and/or Catch-Up Contributions, as applicable) as well as any Company Contributions (Matching Contributions, Retirement Savings Contributions, Top-Heavy Contributions and/or True-Up Matching Contributions, if any). 6 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

9 Your Contributions Pre-Tax Contributions Pre-Tax Contributions are a percentage of your Compensation that you elect to contribute to the Plan through pre-tax payroll deductions. You may elect to contribute between 0% and 50% of your Compensation for a Plan Year (combined with any Roth After-Tax Contributions), subject to certain IRS limits on your contributions. The amount you elect will be deducted from your paycheck each payroll period. Pre-Tax Contributions and any earnings on those contributions are not subject to federal or most state income tax until they are distributed from the Plan. However, your Pre-Tax Contributions are subject to Social Security taxes. Roth After-Tax Contributions You may make Roth After-Tax Contributions ranging from 0% to 50% of your Compensation for a Plan Year (combined with any Pre-Tax Contributions), subject to certain IRS limits on your contributions. While Roth After-Tax Contributions are limited the same as Pre-Tax Contributions, these contributions are made on an after-tax basis. Therefore, any Roth After-Tax Contributions you make and the investment earnings on these contributions are maintained in a separate Roth After-Tax Contributions Account. The Difference Between Pre-Tax and Roth After-Tax Contributions When Pre-Tax Contributions are made, the funds go into an account before that money is taxed and it grows Tax-Deferred. When that money is withdrawn, federal and most state taxes apply on the withdrawal amount, just as with any other form of income. Roth After-Tax Contributions are made into an account after the money has been taxed. As long as that money remains in the 401(k) account for a minimum of five years and the money is withdrawn at age 59½ or older, no additional taxes are paid on those contributions or earnings. As a result, Roth After- Tax Contributions offer flexibility to build tax-free retirement income. 7 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

10 IRS Limits on Your Contributions The IRS imposes a maximum compensation that must be considered when making Pre-Tax Contributions and Roth After-Tax Contributions. Compensation for the 2012 Plan Year is capped at $250,000 by the IRS; this amount is adjusted periodically. The amount will also be prorated for a Plan Year of less than 12 months and to the extent otherwise required by law. In addition, the IRS limits Pre-Tax Contributions and Roth After-Tax Contributions, when combined, to a fixed dollar amount each Plan Year. For 2012, the IRS dollar limit is $17,000; this amount is indexed by the IRS (see definition of 402(g) Limit). If you participate in another 401(k) plan or in a similar arrangement, your total Pre-Tax Contributions and Roth After-Tax Contributions to all plans may not exceed the IRS annual dollar limit. To determine if your contributions exceed the IRS limit, total all Pre-Tax Contributions and Roth After-Tax Contributions reported on your W-2 Forms from each of the employers that you worked for in the calendar year. If your total Pre-Tax Contributions and Roth After- Tax Contributions exceed the dollar limit in effect for that year, it is your responsibility to notify the Plan Administrator of the plan you want to designate as the plan with the excess amount. If you designate this Plan as holding the excess amount, you must notify the Dell Benefits Center of that designation by March 1 of the calendar year following the calendar year in which the excess contributions were made. You can contact the Dell Benefits Center at (888) , option 1. The Plan Administrator will then distribute the excess amount to you, plus any earnings attributed to that amount. Please consult a tax professional to determine your individual tax consequences. If applicable, you may forfeit corresponding Matching Contributions attributable to the excess amount. Starting and Stopping Your Contributions Your Pre-Tax Contributions and/or Roth After-Tax Contributions may be stopped, started or changed at any time by contacting the Dell Benefits Center at (888) , option 1, or online at Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your changes will be processed as soon as administratively feasible. If you elect to stop your Pre-Tax Contributions and/or Roth After-Tax Contributions, you can resume Pre-Tax Contributions and/or Roth After-Tax Contributions as of the first day of any subsequent pay period. Rollovers and Direct Transfers from Other Plans If you participated in a qualified retirement plan sponsored by a former employer, you can protect the Tax-Deferred status of your distribution by transferring the balance from your former employer s plan account into the Dell 401(k) Plan; this is known as a Rollover Contribution. Your Rollover Contribution will be deposited in your Rollover Contributions Account as soon as administratively feasible after the contribution is received by the Plan. Your account balance will reflect any amounts rolled over into the Plan along with your other accounts in the Plan. With respect to after-tax rollovers, the Plan will only accept after-tax rollovers from a Roth 401(k), which will be deposited in your Roth Rollover Account. 8 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

11 Types of Rollover Contributions A direct rollover is when a distributing eligible employer plan or Individual Retirement Account (IRA) makes an eligible distribution payable to the Dell 401(k) Plan. The Dell 401(k) Plan accepts Roth After- Tax rollovers from other qualified 401(k) Plans. However, you cannot roll Roth IRA money or non-roth after-tax money, into the Dell 401(k) Plan. If an eligible distribution is not a direct rollover but is instead made payable to you, you have various options. One option is to roll over all or part of the distribution into the Dell 401(k) Plan. You must deposit the rollover into the Plan within 60 days after it is distributed to you. Any money that is not directly rolled over may be subject to tax withholding and penalties. If you want to roll over the entire eligible distribution amount, you must use your own money to replace the money that is withheld by the plan or financial institution that issues your distribution payment to you. When you file your annual tax return, depending upon your tax circumstances, you may be able to obtain a refund of the amount of taxes that were withheld. Requesting a Rollover into the Plan To roll money into the Plan, request a Rollover Contribution Form from the Dell Benefits Center at (888) , option 1, or online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your Rollover Contribution is credited to a separate rollover sub-account in the Dell 401(k) Plan; the Rollover Contributions Account or the Roth Rollover Contributions Account. You can invest the money in your Rollover Contributions and/or Roth Rollover Contributions Account according to your current investment choices or you can make new choices on the Form. After you complete and sign the Form, return it to the Dell Benefits Center along with: Proof that the money you are rolling over was originally distributed from an eligible employer plan; Proof that the rollover amount is an eligible Rollover Contribution; Proof that the rollover amount does not include personal after-tax contributions if the rollover is from an Individual Retirement Account (IRA); and The rollover distribution check. The Dell 401(k) Plan does not accept in-kind transfers of share certificates as part of Rollover Contributions; only cash contributions are allowed. The Rollover Contribution Form you receive will include this information along with instructions to complete the Form and instructions on the additional documentation necessary to submit with the Form. 9 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

12 Catch-Up Contributions If you are age 50 or older, consider making Catch-Up Contributions to your 401(k) account. If you are or will turn age 50 or older during a Plan Year, you are permitted to make a higher level of Pre-Tax Contributions and/or Roth After-Tax Contributions to the Plan as Catch-Up Contributions and/or Roth Catch-Up Contributions. The annual Catch-Up Contribution limit may vary annually. For Plan Year 2012, the maximum Catch-Up Contribution is $5,500, which applies to pre-tax and after-tax Catch-Up Contributions combined. If you are eligible to make Catch-Up Contributions you must make a separate contribution election. The Plan accepts only those contributions that exceed limits set by the Plan or by regulations that apply to you and that have been designated as Catch-Up Contributions. Instructions for making a Catch-Up Contribution election are available online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes. Your election for Catch-Up Contributions will be in the form of a specified dollar amount and will be deducted from each paycheck until you hit the annual limit for Catch-Up Contributions. For example, if you elect $500 for your Catch- Up Contribution, the Plan Administrator will deduct $500 from each paycheck until you hit the annual maximum limit. If you elect to contribute on both a Pre-Tax and Roth After-Tax basis, your Pre-Tax Contributions will be withheld first each pay period. If you are close to the $5,500 annual contribution limit, it is possible your Roth After-Tax amount will not be withheld. Your Catch-Up Contribution election will not roll forward to future Plan Years. Unlike traditional Pre-Tax Contribution elections and unlike Roth After-Tax Contribution elections, each year you must make a new election to request that Catch-Up Contributions be withdrawn from your paycheck and deposited into your Individual Account. 10 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

13 Company Contributions The balance in your Company Contributions and Earnings Account is not subject to income tax until it is distributed to you. Matching Contributions Dell matches 100% of the first 5% of your Compensation that you contribute to the Plan. Dell contributes a Matching Contribution to the Plan on your behalf each pay period. The Matching Contribution is equal to 100% of your Pre-Tax Contributions and/or Roth After-Tax Contributions, up to 5% of your Compensation. Your Matching Contributions are deposited in your Safe Harbor Matching Contribution Account. Retirement Savings Contributions From time to time, the Company may, at its sole discretion, decide to contribute a Retirement Savings Contribution to the Plan on your behalf. The Contribution amount and Plan Year for which it is made are determined by the Company. Generally, a Retirement Savings Contribution is based on a percentage of your total eligible Compensation for the Plan Year. If you are eligible to receive the Retirement Savings Contribution for a Plan Year, then your share will be deposited in your Company Contributions and Earnings Account. If Dell makes a Retirement Savings Contribution for a Plan Year and you are eligible for this contribution, then the amount you receive will be based on your total Compensation paid during that Plan Year in proportion to all eligible Participants Compensation in the Plan. Eligibility for Retirement Savings Contributions To be eligible for a Retirement Savings Contribution, you must: Meet the Plan s eligibility requirements; Have worked 1,000 hours during the Plan Year; and Be employed with the Company on the last day of the Plan Year. If you retire at or after your Normal Retirement Age (generally age 65), become permanently disabled or die during the Plan Year, you or your Beneficiary(ies) will receive any Retirement Savings Contribution made for that Plan Year whether or not you worked 1,000 hours during the Plan Year or were employed on the last day of the Plan Year. 11 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

14 Top-Heavy Contributions The Company may be required to make a minimum Retirement Savings Contribution to the Plan on your behalf in certain Plan Years when the Plan is determined to be top-heavy, based on a mathematical test that compares the account balances of certain owners and officers of the Company to the account balances of all other Plan Participants. If Dell is required to make a top-heavy minimum contribution to the Plan on your behalf, then it will be made as part of, or instead of, any Retirement Savings Contribution Dell may make for the Plan Year. The Plan is tested each year to determine if it is topheavy. True-Up Matching Contributions A True-Up Matching Contribution is made on your behalf if you contribute at least 5% of your eligible Compensation during a Plan Year but do not receive Matching Contributions on all Pre-Tax Contributions and/or Roth After-Tax Contributions up to 5% due to fluctuations in contribution levels during the year or due to hitting the contribution limit early in the Plan Year. A True-Up Matching Contribution is typically posted to your Individual Account within two months after the end of the Plan Year for which it is made. Employer Fail-Safe Contributions In some Plan Years, because of low participation or other factors, the Plan may not satisfy certain tests to remain a qualified plan as required by the IRS. The Company may choose to satisfy these tests by making an Employer Fail-Safe Contribution to the Plan on behalf of some eligible Participants. Because these tests can also be satisfied using other methods, the Company may choose not to make an Employer Fail-Safe Contribution during a particular Plan Year. If an Employer Fail-Safe Contribution is made on your behalf for a Plan Year, the contribution will be considered a Pre-Tax Contribution and will not count towards the IRS 402(g) Limit on your contributions. 12 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

15 Make-Up Contributions After Military Service If you leave the Company due to qualified military service," as defined by the Uniformed Services Employment and Reemployment Rights Act (USERRA), you have a window of opportunity within which you are entitled to make up Pre-Tax Contributions and/or Roth After-Tax Contributions that you would have made if you were not away from the Company for qualified military service. These contributions are known as Make-Up Contributions. The amount of Pre-Tax Contributions and/or Roth After-Tax Contributions you may make up cannot exceed the amount you would have been permitted to make during your qualified military service. The Company will make Matching Contributions on your make-up Pre-Tax Contributions and/or Roth After-Tax Contributions, based on what would have been made had the Pre-Tax Contributions and/or Roth After-Tax Contributions been made during your qualified military service. If the Company made Retirement Savings Contributions during your qualified military service, the Company will contribute the Retirement Savings Contribution that you would have received during your qualified military service to your Company Contributions and Earnings Account. If you are a returning veteran, you should contact the Dell Benefits Center at (888) , option 1, for an explanation of your rights under USERRA. 13 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

16 Investments You may invest your contributions among the investment options offered under the Plan. You choose the combination of investment options that best meet your personal financial goals. The investment options are described below. This Plan is intended to be an ERISA 404(c) plan. As a result, the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant or Beneficiary. Investment Options You have 17 core investment funds from which to choose plus six Pre-Mixed Portfolios. You can choose to invest in one or more of the funds in multiples of 1%. However, if you elect to invest in the Dell Stock Fund or the Emerging Markets Equity Fund; your election is limited. You may not direct more than 20% of your contributions to either the Dell Stock Fund or Emerging Markets Equity Fund. If you do not make an investment election, your Individual Account will automatically be invested in the Pre-Mixed Portfolio closest to the date you turn age 65 based upon your date of birth. Gains or losses are reflected in the change in net asset value of your account based on the investments and transactions made in your account at the end of each business day. You can invest your Individual Account in the following: Core Funds: - Money Market Fund Lower Risk - Short Duration Bond Fund - Bond Index Fund - Bond Fund - Balanced Fund - Balanced Real Asset Fund - Large Cap Value Fund - Equity Index Fund - Large Cap Growth Fund - International Index Fund - International Value Fund - International Fund - Small Cap Value Fund - Small/Mid Cap Core Index Fund - Small/Mid Cap Growth Fund - Emerging Markets Equity Fund - Dell Company Stock Fund Higher Risk Pre-Mixed Portfolios: - Retirement Fund Fund Fund Fund Fund Fund 14 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

17 The core funds range from lower risk to higher risk. Lower risk generally means less probability of ups and downs (i.e., return volatility) and negative returns, in the short term, but potentially lower, long- term returns. Higher risk generally means more short-term return volatility, but potentially higher, long-term returns. The investment objective and strategy for each fund is listed in this section. Pre-Mixed Portfolios are investment alternatives designed to help you achieve a diversified mix of investments in your Individual Account based on when you plan to retire. Each portfolio is made up of a diversified mix of the professionally managed core funds. The percentage of each Pre-Mixed Portfolio s investments allocated to each core fund is determined by the Plan Administrator or its delegee. The Plan s Pre-Mixed Portfolios are intended to be a diversified investment solution designed for Participants seeking a single investment option. Money Market Fund Primary Investment Object: Seeks to provide current income while maintaining liquidity and a stable share price of $1. Investment Strategy: The fund invests in high quality, short-term money market instruments, including certificates of deposit, banker s acceptances, commercial paper and other money market securities. To be considered high quality, a security generally must be rated in one of the two highest credit-quality categories for short-term securities by at least two nationally recognized rating services (or by one, if only one rating service has rated the security). If unrated, the security must be determined to be of quality equivalent to those in the two highest credit-quality categories. The fund will invest more than 25% of its assets in securities issued by companies in the financial services industry and will maintain a dollar-weighted average maturity of 60 days or less. Short Duration Bond Fund Primary Investment Object: Seeks to preserve capital and moderate income generation, and to outperform the 1-3 year Barclays Capital Government/Credit index over a market cycle. Investment Strategy: The fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including government obligations, corporate bonds, mortgages and asset-backed securities. These investments may be supplemented by opportunistic investments in sectors such as high-yield, non-dollar and emerging markets debt, which may carry higher risks. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital 1-3 Year Government/Credit Index. Bond Index Fund Primary Investment Objective: Seeks to track the performance of a broad, market-weighted bond index. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the Barclays Capital U.S. Aggregate Float Adjusted Index. This Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States including government, corporate and international dollardenominated bonds, as well as mortgage-backed and asset-backed securities all with maturities of more than one year. 15 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

18 Bond Fund Primary Investment Objective: Seeks to provide maximum total return consistent with long-term preservation of capital by investing in high-grade bonds as well as more opportunistic and potentially riskier sectors, such as high-yield and non-u.s. bonds. Investment Strategy: The fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including government obligations, corporate bonds, mortgages and asset-backed securities. These investments may be supplemented by opportunistic investments in sectors such as high-yield, non-dollar and emerging markets debt, which may carry higher risks. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital Aggregate Bond Index. Balanced Fund Primary Investment Objective: Seeks to provide regular income, conservation of principal and an opportunity for long-term growth of principal and income. Investment Strategy: The fund seeks to achieve these objectives by investing in a diversified portfolio of stocks and bonds. - Stock Segment: The stock segment of the fund invests in well-established companies that, view of the fund s manager, have positive earnings prospects not reflected in the current price. The fund holds no more than 75% of its total assets in stocks. - Bond Segment: The bond segment of the fund invests in a diversified portfolio consisting primarily of high quality bonds and other fixed income securities, including U.S. government obligations, corporate bonds, mortgages and asset-backed securities. To a lesser extent, the fund may also invest in below investment grade fixed income securities. The fund invests in fixed income securities with short, intermediate and long maturities aligned to the Barclays Capital Aggregate Bond Index. Balanced Real Asset Fund Primary Investment Objective: Seeks to provide long-term returns consistent with inflation with strong relative performance in rising inflation environments. Investment Strategy: Diversified global exposure to multiple asset classes that seeks to add value from top-down allocation and bottom-up security selection decisions. The fund seeks to achieve these objectives by investing exposure to various manager defined inflation sensitive themes such as energy, precious metals, climate change, natural resources and agriculture. These themes are invested through inflation sensitive equities, commodities and Treasury Inflation Protected Securities (TIPS). As inflationary conditions evolve, the Portfolio team will include exposure to market segments that they believe will do best given their view on the sources of future inflation. Large Cap Value Fund Primary Investment Objective: Seeks to provide long-term growth of capital and income, with reasonable current income as a secondary objective. Investment Strategy: The fund seeks to achieve these objectives by investing in well-established companies, which in the view of the fund s manager, have positive earnings prospects not reflected in current price. The strategy is based on long-term factors and, as a result, portfolio turnover tends to be low. in 16 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

19 Equity Index Fund Primary Investment Objective: Seeks to match the performance of the S&P 500 Index. Investment Strategy: The fund is invested in virtually all of the S&P 500 Index stocks in their appropriate capitalization weights. The fund is designed to replicate the returns of the S&P 500 Index, which accounts for about 70% of the value of all publicly traded U.S. equities. Large Cap Growth Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund emphasizes investments in large capitalization U.S. common stocks. It will normally invest up to 75% of its assets in equity securities selected primarily for their longterm growth potential, but will also invest in companies that the fund s manager believes are temporarily undervalued. The fund may invest up to 15% of assets in non-u.s. securities. Trade Restriction: If your last transfer out of the fund was more than $5,000, there is a restriction that prevents you from reallocating or transferring money back into this fund for 30 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases of $5,000 or less, Rollover Contributions, loan payments, retirement plan contributions or distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolio funds that contain the Large Cap Growth Fund. Your ability to transfer money out of this fund is not restricted. International Index Fund Primary Investment Objective: Seeks to track the performance of a benchmark index that measures the investment return of stocks of companies located in developed and emerging markets outside of the United States. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the FTSE All-World ex-us Index, a free-floatadjusted, market-capitalization-weighted index designed to measure equity market performance of international markets. The Index includes stocks of companies located in 46 countries, including both developed and emerging markets. Trade Restriction: Regardless of the dollar amount transferred out, there is a trade restriction that prevents you from reallocating or transferring money back into this fund for 60 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. International Value Fund Primary Investment Objective: Seeks to provide long-term growth of principal and income by investing primarily in non-u.s. companies. Investment Strategy: The fund invests primarily in a diversified portfolio of equity securities issued by non-u.s. companies from at least three different foreign countries, including emerging markets. The fund focuses on countries whose economic and political systems appear more stable and are believed to provide some protection to foreign shareholders. The fund invests primarily in medium- to-large, well-established companies based on standards of the market. In selecting investments, the fund invests primarily in companies that, in Dodge & Cox s opinion, appear to be temporarily undervalued by the stock market but have a favorable outlook for long-term growth. 17 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

20 International Fund Primary Investment Objective: Seeks to provide long-term growth of capital and future income by investing in companies based outside the U.S. Investment Strategy: The fund invests in stocks of companies outside the U.S., with an emphasis on large capitalization companies in Europe, Canada, Australia and the Far East, which the fund s manager believes to be strong, well managed and attractively priced. The fund may invest a portion of its assets in emerging market stocks and non-u.s. small capitalization stocks. The fund uses a global network of in-house analysts, each specializing in fundamental analysis of specific sectors and regions, to build a portfolio based on bottom-up security selection. The fund is divided into sub-portfolios that are managed by multiple portfolio managers as well as by the research analysts as a group. Trade Restriction: If your last transfer out of the fund was more than $5,000, there is a restriction that prevents you from reallocating or transferring money back into this fund for 30 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases of $5,000 or less, Rollover Contributions, loan payments, retirement plan contributions or distributions. The restriction also excludes activity in any of the Pre-Mixed Portfolio funds that contain the International Fund. Your ability to transfer money out of this fund is not restricted. Small Cap Value Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund primarily invests in U.S. small and mid-capitalization stocks and to a lesser extent mid-capitalization stocks that the fund s manager perceives to be undervalued based on quantitative and fundamental research. The fund manager focuses on companies that have above-average returns, established market niches, high barriers to entry, strong capital bases and sound future business prospects. Small/Mid Cap Core Index Fund Primary Investment Objective: Seeks to track the performance of a benchmark index that measures the investment return of small- and mid-capitalization stocks. Investment Strategy: The fund employs a passive management or indexing investment approach designed to track the performance of the Standard & Poor s Completion Index, a broadly diversified index of stocks of small and medium-size U.S. companies. The S&P Completion Index contains all of the U.S. common stocks regularly traded on the New York Stock Exchange and the NASDAQ over-the-counter market, except those stocks included in the S&P 500 Index. Trade Restriction: Regardless of the dollar amount transferred out, there is a trade restriction that prevents you from reallocating or transferring money back into this fund for 60 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. Small/Mid Cap Growth Fund Primary Investment Objective: Seeks to provide long-term capital appreciation. Investment Strategy: The fund invests in U.S. small and mid-capitalization growth stocks. The fund manager utilizes bottom-up fundamental research to identify companies it believes to be well managed, with superior business models and potential for strong, long-term growth. 18 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

21 Emerging Markets Equity Fund Note: You cannot direct more than 20% of your contributions to the Emerging Markets Equity Fund. Primary Investment Objective: Seeks long-term capital appreciation by investing primarily in common stocks of emerging country issuers. Investment Strategy: The fund will invest primarily in common stocks but also may invest in other types of equity securities, including preferred stock. Under normal circumstances, the fund invests at least 80% of its net assets, at the time of initial purchase, in equity securities of issuers that - Have their principal securities trading market in an emerging country; - Alone or on a consolidated basis derive 50% or more of annual revenue from goods produced, sales made or services performed in emerging countries; or - Are organized under the laws of, and have a principal office in, an emerging country. An "emerging market country" is any country that the manager believes the World Bank and the International Finance Corporation would consider being an emerging or developing country. Typically, emerging markets are in countries that are in the process of industrialization, with lower Gross National Products (GNP) than more developed countries. Trade Fees: There is a 2% trade fee (redemption fee) that will be charged to your 401(k) account for any money that you transfer into this fund and then transfer out of the fund in less than 90 days. The fee is calculated as 2% of the dollar value transferred out of the fund in less than 90 days. The trade fee does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money in and out of this fund is not restricted. Dell Stock Fund Note: You cannot direct more than 20% of your contributions to the Dell Stock Fund. Primary Investment Objective: Investment in Dell Inc. Common Stock. Investment Strategy: This fund invests in Dell Inc. Common Stock plus a very small percentage in cash equivalents for liquidity purposes. Because the fund is invested in a single company s security, it is considered a non-diversified investment option that exposes investors to higher risk of loss compared to the other core funds and to the Pre-Mixed Portfolios offered in the Plan. Trade Restriction: There is a trade restriction that prevents you from reallocating or transferring money back into the Dell Stock Fund for 14 days from the date of your last transfer out of the fund. The restriction does not apply to sales/purchases that are the result of Rollover Contributions, loan payments, retirement plan contributions or distributions. Your ability to transfer money out of this fund is not restricted. 19 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

22 Pre-Mixed Portfolios Primary Investment Objective: The Pre-Mixed Portfolios provide investment options that offer diversified asset allocation mixes by varying the level of investments between five major asset classes, including U.S. fixed income (such as bonds), real assets, U.S. large cap equity (large company stocks), U.S. small/mid cap equity (small/mid size company stocks) and non-u.s. equity (international stocks) for Team Members who want to accumulate wealth based on their risk tolerances and Time Horizon. Investment Strategy: Multiple fund managers are employed to manage the Pre-Mixed Portfolios, each being a specialist in an asset class. The managers are selected from those that manage portfolios for the core funds. Each pre-mixed portfolio has a target allocation among the five major asset classes, as follows: Asset Class Retirement Fund 2015 Fund 2025 Fund 2035 Fund 2045 Fund 2055 Fund U.S. Fixed Income 54.00% 34.64% 20.89% 17.65% 9.30% 5.34% Real Assets 15.00% 11.00% 5.50% 0.50% 0.00% 0.00% U.S. Large Cap Equity 11.27% 21.21% 29.24% 32.66% 36.33% 37.98% U.S. Small/Mid Cap Equity 4.83% 9.09% 12.53% 13.99% 15.57% 16.28% Non-U.S. Equity 14.9% 24.06% 31.84% 35.20% 38.80% 40.40% The fund is managed to stay within the above target allocations, which are as of September 1, However, actual allocations may vary at any give time due to market movements and cash flows into the fund. Additional information about the strategies employed by each pre-mixed portfolio fund can be found in the applicable fund profiles provided by Lipper. Connect to Lipper through the Your Benefits Resources (YBR) 401(k) Savings home page at resources.hewitt.com/dell and click on Check Fund Performance or contact the Dell Benefits Center at (888) Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

23 Selecting and Making Changes to Your Investment Elections To make changes to your investment selections and to get information about the investment alternatives available in this Plan, you may access Plan information online at the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or you may contact the Dell Benefits Center by phone at (888) , option 1. You should take the following steps if you want to change your investment elections: Learn more about investing for retirement by contacting a professional financial advisor. In addition, the following information will help you understand some important concepts about investing and about the Plan s investment options: - Articles on the Your Benefits Resources website; - Articles on the Financial Engines website; - Articles on the Hewitt Personal Finance Center website accessed via the Your Benefits Resources website; - Fund prospectuses on the Your Benefits Resources website; and - Lipper pages on the Your Benefits Resources website. If you would like to enroll or make a change, go to the Your Benefits Resources website, which you can access from Inside Dell You and Dell > 401k Enroll/Make Changes, or call (888) , option 1. See the How Your Account Works section for additional information. Remember, at any time, you can change the investment of: - The current balances of your Individual Account; and/or - Future contributions to your Individual Account. Remember, your investment elections for the Dell Stock Fund and the Emerging Markets Equity Fund are limited to 20%. See the How Your Account Works section for a description of the timing surrounding the execution of your investment transactions. Please note that your ability to make changes in your investment elections may be subject to certain limits under the Company s Trading Window policy. Further information about the Trading Window policy is available from Inside Dell You and Dell > Departments > Le gal and Government Affairs >Legal Home Page (click on the link titled Trading Window Information). 21 Dell Inc. 401(k) Plan Summary Plan Description and Prospectus

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