Updates to the BP Investment Options Guide Dated June 2015 Edition Issue Date Update #1 April 2016 Update #2 December 2016
Investment Options Guide Update APRIL 2016 n UPDATE #1 This Update revises the BP Investment Options Guide dated June 2015 as noted. To reference the current Guide and additional compliance materials, go to bp.com/lifebenefits/compliance. To request a paper copy of the Guide or Update, call BP Retirement Services at Fidelity at 1-877-272-3334. Short-Term Investments Fund pages 51 and 52 The Short-Term Investments Fund is invested in two separate underlying funds. The current underlying funds are: State Street Bank and Trust Company Institutional Funds for Tax Exempt Retirement Plans Short-Term Investment Fund (SSgA STIF) Fidelity Institutional Money Market: Money Market Portfolio Institutional Class (Fidelity Institutional Money Market) In response to recent regulatory changes by the Securities and Exchange Commission, a change is being made to the underlying funds in the Short-Term Investments Fund. Effective June 1, 2016, the Fidelity Institutional Money Market Treasury Portfolio Institutional Class will replace the Fidelity Institutional Money Market: Money Market Portfolio Institutional Class. In addition, the target weighting of the two underlying funds will change, from 70% SSgA STIF and 30% Fidelity Institutional Money Market, to 90% SSgA STIF and 10% Fidelity Institutional Money Market. The investment option description in the BP Investment Options Guide has been updated to reflect these changes, including the total annual operating expenses, underlying fund explanation, investment option principal strategies, and investment option principal risks. Effective June 1, 2016, pages 51 and 52 of the Guide are replaced with the accompanying updated pages. This document is an Update to the BP Investment Options Guide dated June 2015, and constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. The information contained in this document has been provided by BP and is the sole responsibility of BP. SFI-01209 Printed with soy inks
Short-Term Investments Fund Investment Category Short-Term SSgA Underlying Funds Underlying Funds Assets Under Management 2-29-2016 State Street Bank and Trust Company Institutional Funds for Tax Exempt Retirement Plans Short-Term Investment Fund (SSgA STIF) Fidelity Institutional Money Market Treasury Portfolio Institutional Class (Fidelity Institutional Money Market) SSgA STIF: $6.4 billion Fidelity Institutional Money Market Treasury Portfolio: $15.5 billion Short-Term Fund Total Annual Operating Expenses Net 1 Total Annual Operating Expenses Gross 2 Fund Type 11.2 basis points (0.11%): $1.12 per $1,000 investment per year. Investment management fees 10.3 basis points (0.10%) Other operating or administrative expenses 0.9 basis point (0.01%) 11.6 basis points (0.12%): $1.16 per $1,000 investment per year. Investment management fees 10.3 basis points (0.10%) Other operating or administrative expenses 1.3 basis points (0.01%) Institutional separate account (not a mutual fund). Inception Date October 1991 1 Total Annual Operating Expenses Net is the fee that is charged against each fund as of the date of this Guide. 2 Total Annual Operating Expenses Gross is the maximum fee that can be charged by each fund if any of the reimbursements or waivers are changed or discontinued. This option is invested in two separate underlying funds: State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans Short Term Investment Fund (SSgA STIF). Fidelity Institutional Money Market Treasury Portfolio Institutional Class (Fidelity Institutional Money Market). The target weighting of the two underlying funds (target midpoint and target range) is 90% SSgA STIF (85% 95% range) and 10% Fidelity Institutional Money Market (5% 15% range). The investment manager rebalances between the two underlying funds at each month end (or more often, if necessary) to return to the 90%/10% weighting. The plan trustee calculates the daily NAV for the Short-Term Investments Fund based upon the respective percentages of SSgA STIF and Fidelity Institutional Money Market Fund represented in the Short-Term Investments Fund and the corresponding NAV for each fund. SSgA, the investment arm of State Street Bank and Trust Company, is the investment manager of the Short-Term Investments Fund. SSgA is responsible for monitoring the allocation of assets between the SSgA STIF and the Fidelity Institutional Money Market Fund, and for effecting the periodic rebalancing as described above. Fidelity Management and Trust Company manages the assets in the Fidelity Institutional Money Market Fund, and SSgA manages the assets in the SSgA STIF. Investment option objectives SSgA STIF objective: The SSgA STIF (the first underlying fund) seeks to provide safety of principal, daily liquidity and a competitive yield. This underlying fund is not a money market fund registered with the Securities and Exchange Commission, and is not subject to the various rules and limitations that apply to such funds. There can be no assurance that this underlying fund will maintain a stable net asset value. Fidelity Institutional Money Market objective: The Fidelity Institutional Money Market (the second underlying fund) seeks to obtain as high a level of current income as is consistent with the preservation of principal and liquidity within the limitations prescribed for the fund. Note: This underlying fund is managed by Fidelity Management and Research Company and is a registered money market mutual fund. To obtain a prospectus, contact Fidelity and request a prospectus for fund code 2644. 51
Short-Term Fund Benchmark index The Bank of America Merrill Lynch U.S. 3-Month Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, three months from the rebalancing date. To qualify for selection, an issue must have settled on or before the month-end rebalancing date. While the index will often hold the Treasury Bill issued at the most recent 3-month auction, it is also possible for a seasoned 6-month Bill to be selected. * Description of indices, page 85 Investment option principal strategies SSgA STIF principal strategies: The SSgA STIF (the first underlying fund) invests in a diversified portfolio of U.S. dollar-denominated securities including, for example, securities issued or guaranteed by the U.S. government or its agencies or instrumentalities; debt securities or domestic or foreign corporations; mortgage-backed and other asset-backed securities; taxable and tax-exempt municipal bonds; obligations of international agencies or supranational entities; inflation-indexed bonds; structured notes; loan participations; delayed funding loans and revolving credit facilities; and short-term investments such as repurchase agreements, bank certificates of deposit, fixed time deposits and bankers acceptances. Investment option principal risks Investments in this option are not bank deposits, are not guaranteed by SSgA, Fidelity or any of their affiliates, BP, the plan trustee, the plan fiduciaries or the plan recordkeeper, are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other agency of the U.S. government, and are subject to risks, including loss of principal. Although the option seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the option. SSgA STIF principal risks: Concentration risk Counterparty risk Credit risk Debt securities risk Financial institution risk Income risk Interest rate risk Investment risk Issuer risk Liquidity risk Market risk Passive strategy/index risk Portfolio turnover risk Repurchase agreement risk Risk associated with maintaining a stable share price Risk of investment in other pools Settlement risk Sovereign debt obligations risk U.S. government securities risk * Investment risks identified by SSgA, pages 15 22 Fidelity Institutional Money Market principal strategies: The Fidelity Institutional Money Market (the second underlying fund) pursues several strategies: Investing in at least 99.5% of total assets in cash, U.S. Treasury securities and/or repurchase agreements for those securities. Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity and diversification of investments. Fidelity Institutional Money Market principal risks: Interest rate changes Interest rate increases can cause the price of a money market security to decrease. Issuer-specific changes A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a money market security to decrease. For performance information see the Fidelity NetBenefits website. Past performance is not a guarantee of future performance. It is possible to lose money by investing in this option. 52
Investment Options Guide Update DECEMBER 2016 n UPDATE #2 This Update revises the BP Investment Options Guide dated June 2015 as noted. To reference the current Guide, any Updates and additional compliance materials, go to bp.com/lifebenefits/compliance. To request a paper copy of the Guide and any Updates, call BP Retirement Services at Fidelity at 1-877-272-3334. Elimination of the Short-Term Trading Fee on the International Equity Index Fund pages 12 and 75 of the BP Investments Option Guide dated June 2015 Effective February 1, 2017, the 2.00% short-term trading fee on exchanges out of the International Equity Index Fund within any consecutive 30 calendar day period will be discontinued. This fee was implemented in 2004 in response to short-term trading that was occurring primarily in international investment funds. Since then, additional monitoring and controls have been put in place such that redemption fees are no longer deemed necessary. The following changes are therefore made to the BP Investment Options Guide. Short-term trading fees [page 12] The last sentence in the first paragraph is replaced with the following: Effective February 1, 2017, no investment options in the BP savings plans impose a short-term trading fee. International Equity Index Fund [page 75] [The row in the table entitled Short-Term Trading Fee is deleted.] This document is an Update to the BP Investment Options Guide dated June 2015, and constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. The information contained in this document has been provided by BP and is the sole responsibility of BP. SFI-01209 Printed with soy inks