TOMORROW S SCHOLAR. Wisconsin s 529 Plan. ... connecting to the future. Program Description and Participation Agreement.

Transcription

1 TOMORROW S SCHOLAR Wisconsin s 529 Plan... connecting to the future Program Description and Participation Agreement May 1, 2014 Administrator: The Wisconsin College Savings Program Board

2 Tomorrow s Scholar 529 Plan Administrator: The State of Wisconsin Supplement No. 1 dated October 1, 2014 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ). You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. Changes to investment options: Effective at the close of business on December 1, 2014,the 1 st paragraph in the box next to Investment options in the section entitled Program summary on page 2 is deleted and replaced with the following: Account owners can choose among 39 Options, including age-based options, static options, and single fund options investing in Voya mutual funds and other mutual funds managed by Baillie Gifford Overseas Ltd. ( Baillie Gifford ), Blackrock Financial Management Inc. ( BlackRock ), CBRE Clarion Securities LLC ( Clarion ), Columbia Management Investment Advisers, LLC ( Columbia ), Delaware Investments Fund Advisors ( Delaware ), Hahn Capital Management, LLC ( HCM ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Pacific Investment Management Company LLC ( PIMCO ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe Price Associates Inc. ( T. Rowe Price ), Templeton Investment Counsel, LLC ( Templeton ), Voya Investment Management Co. LLC ( Voya IM ), and Wellington Management Company, LLP ( Wellington ) ). Effective at the close of business on December 1, 2014, the 5 th sentence of the 1 st paragraph of the sub-section entitled Investment options Static allocation Options on page 9 is deleted and replaced with the following: Each Option seeks to obtain its objectives by investing primarily in Voya mutual funds managed by Baillie Gifford, BlackRock, Clarion, Delaware, HCM, JPMorgan, Lazard, LSV, PIMCO, T. Rowe Price, Voya IM, and Wellington that the Board has selected. Changes to Service and Transaction Fees: Effective May 1, 2014, the 4th sentence of the section entitled Fee structure Service and transaction fees on page 23 is deleted and replaced with the following: The annual fee will also be waived, regardless of residency, if the account balance is greater than $25,000 or if there is an AIP or payroll direct deposit of $25 per month in each Option (active for the 12 previous months without interruption) or for accounts established by employees of Voya and its affiliates. Changes to underlying fund details: Effective at the close of business on December 1, 2014, the second paragraph under the sub-section entitled Underlying funds details Voya Multi-Manager Mid Cap Value Fund on page 44 is deleted and replaced with the following: Sub-Adviser: LSV Asset Management; Hahn Capital Management, LLC; and Wellington Management Company, LLP

3 Effective September 30, 2014, the sub-section entitled Underlying funds details Domestic equity underlying funds - Voya Small Company Fund beginning on page 44 is deleted and replaced with the following: Voya Small Company Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Growth of capital primarily through investment in a diversified portfolio of common stock of companies with smaller market capitalizations. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of small-capitalization companies (defined as those companies included in the S&P SmallCap 600 Index or the Russell 2000 Index) at the time of purchase, or if not included in either index, have market capitalizations that fall within the range of the market capitalizations of companies included in the S&P SmallCap 600 Index or the Russell 2000 Index. The fund may also invest in real estate investment trusts. The fund may invest in derivative instruments including, but not limited to, put and call options. The fund may invest, to a limited extent, in foreign stocks. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or longterm basis, up to % of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments, investment model, liquidity, market, other investment companies, real estate companies and real estate investment trusts, securities lending, and small-capitalization company. SUP-WI

4 Tomorrow s Scholar 529 Plan Administrator: The State of Wisconsin Supplement No. 2 dated December 2, 2014 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ) and Supplement No. 1 to the Program Description dated October 1, You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. Effective at the close of business on December 12, 2014, VY PIMCO Bond Portfolio is removed as an underlying investment from all age-based and static allocation options and as a single fund option; and all assets currently allocated to VY PIMCO Bond Portfolio in these options will be allocated to Voya Intermediate Bond Fund. Account owners with investments in VY PIMCO Bond Option will have investments in Voya Intermediate Bond Option at the close of business on December 12, Effective December 12, 2014, all references to VY PIMCO Bond Portfolio and VY PIMCO Bond Option are removed and the following changes are made to the Program Description: Changes to investment options: The 1 st paragraph in the box next to Investment options in the section entitled Program summary on page 2 is deleted and replaced with the following: Account owners can choose among 39 Options, including age-based options, static options, and single fund options investing in Voya mutual funds and other mutual funds managed by Baillie Gifford Overseas Ltd. ( Baillie Gifford ), Blackrock Financial Management Inc. ( BlackRock ), CBRE Clarion Securities LLC ( Clarion ), Columbia Management Investment Advisers, LLC ( Columbia ), Delaware Investments Fund Advisors ( Delaware ), Hahn Capital Management, LLC ( HCM ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe Price Associates Inc. ( T. Rowe Price ), Templeton Investment Counsel, LLC ( Templeton ), Voya Investment Management Co. LLC ( Voya IM ), and Wellington Management Company, LLP ( Wellington ). The 5 th sentence of the 1 st paragraph of the sub-section entitled Investment options Static allocation Options on page 9 is deleted and replaced with the following: Each Option seeks to obtain its objectives by investing primarily in Voya mutual funds managed by Baillie Gifford, BlackRock, Clarion, Delaware, HCM, JPMorgan, Lazard, LSV, T. Rowe Price, Voya IM, and Wellington that the Board has selected. The line items for VY PIMCO Bond Portfolio in each of the tables entitled Static Allocation Options beginning on page 10 are deleted and the allocations for Voya Intermediate Bond Fund in the tables are amended as follows: Voya 529 Growth Option Voya 529 Moderate Growth Option Voya Intermediate Bond Fund 22.0% Voya Intermediate Bond Fund 25.0% Voya 529 Moderate Option Voya 529 Moderate Conservative Option Voya Intermediate Bond Fund 30.0% Voya Intermediate Bond Fund 32.0% Voya 529 Conservative Plus Option Voya 529 Conservative Option Voya Intermediate Bond Fund 28.0% Voya Intermediate Bond Fund 27.0% Voya 529 Ultra Conservative Option Voya Intermediate Bond Fund 30.0% 1

5 The following is added to the sub-section entitled Investment options Single Fund Options beginning on page 11: Voya Intermediate Bond Option, through its investments in Voya Intermediate Bond Fund, seeks to maximize total return through income and capital appreciation. Changes to fee structure details: The line item for VY PIMCO Bond in the table entitled Fee structure Estimated annual underlying fund expenses beginning on page 24 is deleted and the following line item is added: Option Estimated Underlying Fund Expenses Voya Intermediate Bond 0.34% The line item for VY PIMCO Bond in the table entitled Fee structure Total estimated annual fees and expenses on page 25 is deleted and the following line item is added: Option No Class Class A Class AR Class C Class C1 Class W Voya Intermediate Bond % N/A N/A 0.52 The line items for VY PIMCO Bond in the table entitled Fee structure Examples of investment costs beginning on page 29 are deleted and the following line items are added: Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs A (Sold or Held) $ ,005 1,623 AR (Sold) $ ,263 Voya Intermediate Bond AR (Held) $ ,263 C (Sold) $ ,660 C (Held) $ ,660 W (Sold or Held) $ Changes to underlying fund details: The sub-section entitled Underlying funds details Domestic fixed-income underlying funds - VY PIMCO Bond Portfolio beginning on page 46 is deleted. SUP-WI

6 Tomorrow s Scholar 529 Plan Administrator: The State of Wisconsin Supplement No. 3 dated February 20, 2015 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ) and portions of prior supplements. You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. SUMMARY OF CHANGES Effective January 1, 2015, the lifetime exemption for Federal gift, estate and generation-skipping transfer taxes was increased to $5,430,000 for each contributor. Effective January 1, 2015, the limit for tax reduction for Wisconsin taxable income was increased to $3,100 per year. Effective January 1, 2015, the limit for changes in investment selection was increased to two times per calendar year for the same beneficiary. Effective at the close of business on February 20, 2015, VY Goldman Sachs Bond Portfolio is added as an underlying investment to the available fund lineup for the static allocation and age-based Options and additional modifications to the investment allocations are made. Effective at the close of business on February 20, 2015, Voya Global Perspectives Option is added as a single fund Option under the Plan. CHANGES TO PROGRAM DESCRIPTION As a result of the above, the Program Description is revised as follows: Changes to Tax treatment - effective January 1, 2015: The 1 st through 3 rd sentences of the 4 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment on page 21 are deleted and replaced with the following: In addition, to the extent not previously used, each contributor has a lifetime exemption that will be applied to gifts in excess of the annual exclusion amounts described above. This lifetime exemption is adjusted for inflation and is currently $5,430,000 for each contributor. A married couple may elect to split gifts and apply their combined exemption of $10,860,000. The 4 th and 5 th sentences of the 5 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment beginning on page 21 are deleted and replaced with the following: Each taxpayer has an estate tax exemption that is reduced by lifetime taxable gifts. This estate tax exemption is adjusted for inflation and is currently $5,430,000 for each contributor. The 4 th and 5 th sentences of the 6 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment on page 22 are deleted and replaced with the following: 1

7 Each contributor has a generation-skipping transfer tax exemption that may be allocated during life or at death. This generation-skipping transfer tax exemption is adjusted for inflation and is currently $5,430,000 for each contributor. The 2 nd paragraph in the box next to Wisconsin tax benefits in the section entitled Program summary on page 2 is deleted and replaced with the following: Contributors may reduce their Wisconsin taxable income up to a maximum of $3,100 per year. Qualified withdrawals are not subject to Wisconsin income tax. See Wisconsin state tax and information on page 22 for details. The 1 st sentence of the 1 st paragraph in the sub-section Tax Treatment - Wisconsin state tax and information - Contributions on page 22 is deleted and replaced with the following: Contributors may reduce their Wisconsin taxable income with contributions made to an account during the tax year, up to a maximum of $3,100 per beneficiary for each tax year (which may increase annually based on inflation). The 5 th sentence of the 1 st paragraph in the sub-section Tax Treatment - Wisconsin state tax and information - Contributions beginning on page 22 is deleted. The 2 nd paragraph in the sub-section Tax Treatment - Wisconsin state tax and information - Contributions on page 23 is deleted and replaced with the following: A married couple filing a joint return may reduce state taxable income with contributions, up to a maximum of $3,100 per beneficiary each year. A married couple filing separately may each claim a maximum reduction of $1,550. Divorced parents are each allowed to claim a maximum reduction of $1,550, unless the divorce judgment specifies a different division of the $3,100 combined maximum that may be claimed by each former spouse. The 3 rd sentence of the 1 st paragraph in the sub-section Tax Treatment - Wisconsin state tax and information - Withdrawals on page 23 is deleted and replaced with the following: The earnings portion of withdrawals, other than qualified withdrawals, will be included in the taxable income of the distributee and will be subject to Wisconsin income tax. The 4 th sentence of the last paragraph of the sub-section entitled Creditor protection on page 33 is deleted and replaced with the following: Under Wisconsin law, an Account in the Advisor Program is not subject to garnishment, lien, levy, attachment, execution, or other process of law. Changes to investment selection limit effective January 1, 2015: The 1 st paragraph in the box next to Change in investment selection in the section entitled Program summary is deleted and replaced with the following: Once an Option selection has been made, federal tax law allows an account owner to change the investment selection twice per calendar year and at any time a change in the beneficiary of the account is made. The 3rd and 4th sentences of the of the 1 st paragraph in the sub-section entitled Methods of contribution Automated dollar cost averaging ( DCA ) program on page 6 are deleted and replaced with the following: These automatic contributions are not considered reallocations for purposes of the twice per calendar year limitation on investment reallocations generally, if specified at the time the lump sum contribution is made. Stopping or changing the automatic contribution instructions with respect to prior contributions still remaining in the TIAA-CREF Principal Protection Option will constitute a reallocation for purposes of the twice per calendar year limitation (see Investment direction on page 16 for details). 2

8 The 1 st sentence of the 1 st paragraph in the sub-section entitled Investment performance Investment direction on page 16 is deleted and replaced with the following: An account owner may transfer funds among Options only twice per calendar year and upon a change in the account s designated beneficiary. The 2 nd sentence of the sub-section entitled Program and Option risks Limited investment direction on page 34 is deleted and replaced with the following: Once an Option selection has been made at the time of enrollment or subsequent contribution, federal regulations limit investment changes for existing balances twice per calendar year and at any time with a change in the designated beneficiary of the account. The 2 nd sentence of sub-section 6(b) of the Participation agreement on page 60 is deleted and replaced with the following: The Participant understands that the Option selected for an Account may be changed twice per calendar year and upon a change in the Designated Beneficiary, except as permitted by the Code and any applicable regulations, rules, announcements, notices, or other guidance issued thereunder. Changes to Investment Options - effective at the close of business on February 20, 2015: The 1 st paragraph in the box next to Investment options in the section entitled Program summary on page 2 is deleted and replaced with the following: Account owners can choose among 40 Options, including age-based options, static options, and single fund options investing in Voya mutual funds and other mutual funds managed by Baillie Gifford Overseas Ltd. ( Baillie Gifford ), Blackrock Investment Management, LLC ( BlackRock ), CBRE Clarion Securities LLC ( Clarion ), Columbia Management Investment Advisers, LLC ( Columbia ), Delaware Investments Fund Advisors ( Delaware ), Goldman Sachs Asset Management ( GSAM ), Hahn Capital Management, LLC ( HCM ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe Price Associates Inc. ( T. Rowe Price ), Templeton Investment Counsel, LLC ( Templeton ), Voya Investment Management Co. LLC ( Voya IM ), and Wellington Management Company, LLP ( Wellington ). The 1 st sentence of the 1 st paragraph of the section entitled Investment options on page 8 is deleted and replaced with the following: An account owner has 40 Options to choose from, including 9 Static Allocation Options, 9 Age-Based Options, and 22 Single Fund Options. The 5 th sentence of the 1 st paragraph of the sub-section entitled Investment options Static Allocation Options on page 9 is deleted and replaced with the following: Each Option seeks to obtain its objectives by investing primarily in Voya mutual funds managed by Baillie Gifford, BlackRock, Clarion, Delaware, GSAM, HCM, JPMorgan, Lazard, LSV, T. Rowe Price, Voya IM, and Wellington that the Board has selected. The tables in the sub-section entitled Investment options Static Allocation Options beginning on page 10 are deleted and replaced with the following: 3

9 Static Allocation Options Voya 529 Aggressive Growth Option Voya Multi-Manager International Equity Fund 19.0% Voya Large Cap Growth Portfolio 14.0% Voya Large Cap Value Fund 14.0% Voya U.S. Stock Index Portfolio 13.0% Voya Corporate Leaders 100 Fund 10.0% Voya Multi-Manager Emerging Markets Equity Fund 6.0% Voya MidCap Opportunities Fund 5.0% Voya Intermediate Bond Fund 5.0% Voya Multi-Manager Mid Cap Value Fund 5.0% Voya Global Real Estate Fund 4.0% Voya Small Company Fund 3.0% Voya Emerging Markets Index Portfolio 2.0% Voya 529 Growth Plus Option Voya Multi-Manager International Equity Fund 16.0% Voya Large Cap Growth Portfolio 14.0% Voya Large Cap Value Fund 14.0% Voya U.S. Stock Index Portfolio 11.0% Voya Corporate Leaders 100 Fund 8.0% Voya Intermediate Bond Fund 8.0% Voya Multi-Manager Emerging Markets Equity Fund 5.0% Voya MidCap Opportunities Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya Global Real Estate Fund 4.0% Voya Small Company Fund 3.0% Voya Emerging Markets Index Portfolio 2.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 2.0% VY Goldman Sachs Bond Portfolio 2.0% Voya High Yield Bond Fund 1.0% Voya 529 Growth Option Voya Intermediate Bond Fund 18.0% Voya Multi-Manager International Equity Fund 14.0% Voya Large Cap Growth Portfolio 11.0% Voya Large Cap Value Fund 11.0% Voya Corporate Leaders 100 Fund 8.0% Voya U.S. Stock Index Portfolio 8.0% Voya Multi-Manager Emerging Markets Equity Fund 6.0% Voya MidCap Opportunities Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya Limited Maturity Bond Portfolio 3.0% VY Goldman Sachs Bond Portfolio 3.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 2.0% Voya Global Real Estate Fund 2.0% Voya High Yield Bond Fund 2.0% Voya Small Company Fund 2.0% Voya 529 Moderate Growth Option Voya Intermediate Bond Fund 18.0% Voya Multi-Manager International Equity Fund 12.0% Voya Large Cap Growth Portfolio 11.25% Voya Large Cap Value Fund 11.25% Voya U.S. Stock Index Portfolio 7.5% Voya Corporate Leaders 100 Fund 7.0% VY Goldman Sachs Bond Portfolio 6.0% Voya Multi-Manager Emerging Markets Equity Fund 5.0% Voya MidCap Opportunities Fund 3.5% Voya Multi-Manager Mid Cap Value Fund 3.5% Voya Limited Maturity Bond Portfolio 3.0% 4 Voya Floating Rate Fund 2.0% Voya Global Bond Fund 2.0% Voya Global Real Estate Fund 2.0% Voya High Yield Bond Fund 2.0% Voya Small Company Fund 2.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% Voya 529 Moderate Option Voya Intermediate Bond Fund 20.0% Voya Multi-Manager International Equity Fund 10.0% Voya Large Cap Growth Portfolio 9.25% Voya Large Cap Value Fund 9.25% VY Goldman Sachs Bond Portfolio 9.0% Voya U.S. Stock Index Portfolio 6.5% Voya Corporate Leaders 100 Fund 6.0% Voya Limited Maturity Bond Portfolio 5.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% VY BlackRock Inflation Protected Bond Portfolio 4.0% Voya Floating Rate Fund 3.0% Voya MidCap Opportunities Fund 3.0% Voya Multi-Manager Mid Cap Value Fund 3.0% Voya Global Bond Fund 2.0% Voya Global Real Estate Fund 2.0% Voya High Yield Bond Fund 2.0% Voya Small Company Fund 2.0% Voya 529 Moderate Conservative Option Voya Intermediate Bond Fund 22.0% VY Goldman Sachs Bond Portfolio 10.0% Voya Limited Maturity Bond Portfolio 9.0% Voya Multi-Manager International Equity Fund 8.0% Voya U.S. Stock Index Portfolio 6.5% Voya Large Cap Growth Portfolio 6.25% Voya Large Cap Value Fund 6.25% Voya Corporate Leaders 100 Fund 5.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Floating Rate Fund 3.0% Voya Global Bond Fund 3.0% Voya High Yield Bond Fund 3.0% Voya MidCap Opportunities Fund 2.5% Voya Multi-Manager Mid Cap Value Fund 2.5% Voya Global Real Estate Fund 2.0% Voya Small Company Fund 2.0% Voya 529 Conservative Plus Option Voya Limited Maturity Bond Portfolio 21.0% Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 10.0% Voya Multi-Manager International Equity Fund 7.0% Voya Large Cap Growth Portfolio 6.0% Voya Large Cap Value Fund 6.0% Voya U.S. Stock Index Portfolio 6.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya Global Bond Fund 4.0% Voya High Yield Bond Fund 4.0% Voya Corporate Leaders 100 Fund 3.0% Voya Floating Rate Fund 3.0% Voya Global Real Estate Fund 2.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya MidCap Opportunities Fund 1.5% Voya Multi-Manager Mid Cap Value Fund 1.5%

10 Voya 529 Conservative Option Voya Limited Maturity Bond Portfolio 30.0% Voya Intermediate Bond Fund 17.0% VY Goldman Sachs Bond Portfolio 10.0% Voya U.S. Stock Index Portfolio 6.0% Voya Global Bond Fund 5.0% Voya Large Cap Growth Portfolio 5.0% Voya Large Cap Value Fund 5.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya High Yield Bond Fund 4.0% Voya Floating Rate Fund 4.0% Voya Multi-Manager International Equity Fund 4.0% Voya Corporate Leaders 100 Fund 3.0% Voya MidCap Opportunities Fund 1.0% Voya Multi-Manager Mid Cap Value Fund 1.0% Voya 529 Ultra Conservative Option Voya Limited Maturity Bond Portfolio 38.0% Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 12.0% Voya U.S. Stock Index Portfolio 8.0% Voya Global Bond Fund 7.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya High Yield Bond Fund 4.0% Voya Floating Rate Fund 4.0% Voya Corporate Leaders 100 Fund 2.0% The following is added to the sub-section entitled Investment options Single Fund Options beginning on page 11: Voya Global Perspectives Option, through its investments in Voya Global Perspectives Portfolio, seeks total return. Changes to Fee structure - effective at the close of business on February 20, 2015: The table in the sub-section entitled Fee structure Estimated annual underlying fund expenses beginning on page 24 is deleted and replaced with the following: Investment Option Estimated Underlying Fund Expenses BlackRock Global Allocation Option 0.88% Columbia Dividend Opportunity Option 0.76% Columbia Limited Duration Option 0.62% Northern Small Cap Value Option 1.01% TIAA-CREF Balanced Option 0.09% TIAA-CREF Bond Index Option 0.12% TIAA-CREF Equity Index Option 0.07% TIAA-CREF International Equity Index Option 0.07% TIAA-CREF Principal Protection Option 0.00% TIAA-CREF Small Cap Blend Option 0.16% Voya 529 Aggressive Growth Option and Voya 529 Age 0-4 Option 0.74% Voya 529 Growth Plus Option and Voya 529 Age 5-8 Option 0.71% Voya 529 Growth Option and Voya 529 Age 9-10 Option 0.68% Voya 529 Moderate Growth Option and Voya 529 Age Option 0.64% Voya 529 Moderate Option and Voya 529 Age Option 0.62% Voya 529 Moderate Conservative Option and Voya 529 Age 15 Option 0.59% Voya 529 Conservative Plus Option and Voya 529 Age 16 Option 0.55% Voya 529 Conservative Option and Voya 529 Age 17 Option 0.48% Voya 529 Ultra Conservative Option and Voya 529 Age 18+ Option 0.41% Voya Corporate Leaders 100 Option 0.49% Voya Global Perspectives Option 0.83% Voya GNMA Income Option 0.66% Voya High Yield Bond Option 0.69% Voya Intermediate Bond Option 0.34% Voya Large Cap Growth Option 0.60% Voya Large Cap Value Option 0.81% Voya Mid Cap Opportunities Option 0.96% Voya Multi-Manager International Equity Option 0.98% Voya Small Cap Opportunities Option 1.16% VY Clarion Global Real Estate Option 0.97% VY Templeton Foreign Equity Option 0.92% The table in the sub-section entitled Fee structure Total estimated annual fees and expenses on page 25 is deleted and replaced with the following: 5

11 Investment Option No Class A Class AR Class C Class C1 Class W Class BlackRock Global Allocation Option % n/a 1.31% 2.06% 2.06% n/a 1.06% Columbia Dividend Opportunity Option % n/a 1.19% 1.94% 1.94% n/a 0.94% Columbia Limited Duration Option % n/a 1.05% 1.80% 1.80% n/a 0.80% Northern Small Cap Value Option % n/a 1.44% 2.19% 2.19% n/a 1.19% TIAA-CREF Balanced Option % n/a 0.52% 1.27% n/a 0.77% 0.27% TIAA-CREF Bond Index Option % n/a 0.55% 1.30% n/a 0.80% 0.30% TIAA-CREF Equity Index Option % n/a 0.50% 1.25% n/a 0.75% 0.25% TIAA-CREF International Equity Index Option % n/a 0.50% 1.25% n/a 0.75% 0.25% TIAA-CREF Principal Protection Option % 0.23% n/a n/a n/a n/a n/a TIAA-CREF Small Cap Blend Option % n/a 0.59% 1.34% n/a 0.84% 0.34% Voya 529 Aggressive Growth Option and Voya 529 Age 0-4 Option % n/a 1.17% 1.92% 1.92% n/a 0.92% Voya 529 Growth Plus Option and Voya 529 Age 5-8 Option % n/a 1.14% 1.89% 1.89% n/a 0.89% Voya 529 Growth Option and Voya 529 Age 9-10 Option % n/a 1.11% 1.86% 1.86% n/a 0.86% Voya 529 Moderate Growth Option and Voya 529 Age % n/a 1.07% 1.82% 1.82% n/a 0.82% Option Voya 529 Moderate Option and Voya 529 Age Option % n/a 1.05% 1.80% 1.80% n/a 0.80% Voya 529 Moderate Conservative Option and Voya 529 Age 15 % n/a 1.02% 1.77% 1.77% n/a 0.77% Option Voya 529 Conservative Plus Option and Voya 529 Age 16 Option % n/a 0.98% 1.73% 1.73% n/a 0.73% Voya 529 Conservative Option and Voya 529 Age 17 Option % n/a 0.91% 1.66% 1.66% n/a 0.66% Voya 529 Ultra Conservative Option and Voya 529 Age 18+ Option % n/a 0.84% 1.59% 1.59% n/a 0.59% Voya Corporate Leaders 100 Option % n/a 0.92% 1.67% 1.67% n/a 0.67% Voya Global Perspectives Option % n/a 1.26% 2.01% 2.01% n/a 1.01% Voya GNMA Income Option % n/a 1.09% 1.84% 1.84% n/a 0.84% Voya High Yield Bond Option % n/a 1.12% 1.87% 1.87% n/a 0.87% Voya Intermediate Bond Option % n/a 0.77% 1.52% 1.52% n/a 0.52% Voya Large Cap Growth Option % n/a 1.03% 1.78% 1.78% n/a 0.78% Voya Large Cap Value Option % n/a 1.24% 1.99% 1.99% n/a 0.99% Voya Mid Cap Opportunities Option % n/a 1.39% 2.14% 2.14% n/a 1.14% Voya Multi-Manager International Equity Option % n/a 1.41% 2.16% 2.16% n/a 1.16% Voya Small Cap Opportunities Option % n/a 1.59% 2.34% 2.34% n/a 1.34% VY Clarion Global Real Estate Option % n/a 1.40% 2.15% 2.15% n/a 1.15% VY Templeton Foreign Equity Option % n/a 1.35% 2.10% 2.10% n/a 1.10% The table in the sub-section entitled Fee structure Examples of investment costs beginning on page 29 is deleted and replaced with the following: Investment Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs A (Sold or Held) $ ,280 2,211 AR (Sold) $ ,876 BlackRock Global Allocation Option AR (Held) $ ,876 C (Sold) $ ,227 2,250 C (Held) $ ,227 2,250 W (Sold or Held) $ ,529 A (Sold or Held) $ ,219 2,083 AR (Sold) $ ,743 Columbia Dividend Opportunity Option AR (Held) $ ,743 C (Sold) $ ,166 2,121 C (Held) $ ,166 2,121 W (Sold or Held) $ ,391 A (Sold or Held) $ ,148 1,932 AR (Sold) $ ,585 Columbia Limited Duration Fund Option AR (Held) $ ,585 C (Sold) $ ,094 1,970 C (Held) $ ,094 1,970 W (Sold or Held) $ ,229 A (Sold or Held) $ ,345 2,347 Northern Small Cap Value Option AR (Sold) $ ,018 AR (Held) $ ,018 6

12 Investment Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs C (Sold) $ ,292 2,387 C (Held) $ ,292 2,387 W (Sold or Held) $ ,677 A (Sold or Held) $ ,339 AR (Sold) $ TIAA-CREF Balanced Option AR (Held) $ C1 (Sold) $ ,193 C1 (Held) $ ,193 W (Sold or Held) $ A (Sold or Held) $ ,374 AR (Sold) $ ,003 TIAA-CREF Bond Index Option AR (Held) $ ,003 C1 (Sold) $ ,229 C1 (Held) $ ,229 W (Sold or Held) $ A (Sold or Held) $ ,316 AR (Sold) $ TIAA-CREF Equity Index Option AR (Held) $ C1 (Sold) $ ,170 C1 (Held) $ ,170 W (Sold or Held) $ A (Sold or Held) $ ,316 AR (Sold) $ TIAA-CREF International Equity Index Option AR (Held) $ C1 (Sold) $ ,170 C1 (Held) $ ,170 W (Sold or Held) $ TIAA-CREF Principal Protection Option n/a $ A (Sold or Held) $ ,419 AR (Sold) $ ,051 TIAA-CREF Small Cap Blend Index Option AR (Held) $ ,051 C1 (Sold) $ ,275 C1 (Held) $ ,275 W (Sold or Held) $ Voya 529 Aggressive Growth Option and Voya 529 Age 0-4 Option Voya 529 Growth Plus Option and Voya 529 Age 5-8 Option Voya 529 Growth Option and Voya 529 Age 9-10 Option Voya 529 Moderate Growth Option and Voya 529 Age Option A (Sold or Held) $ ,209 2,062 AR (Sold) $ ,720 AR (Held) $ ,720 C (Sold) $ ,155 2,100 C (Held) $ ,155 2,100 W (Sold or Held) $ ,368 A (Sold or Held) $ ,194 2,029 AR (Sold) $ ,687 AR (Held) $ ,687 C (Sold) $ ,140 2,067 C (Held) $ ,140 2,067 W (Sold or Held) $ ,334 A (Sold or Held) $ ,179 1,997 AR (Sold) $ ,653 AR (Held) $ ,653 C (Sold) $ ,125 2,035 C (Held) $ ,125 2,035 W (Sold or Held) $ ,299 A (Sold or Held) $ ,159 1,954 AR (Sold) $ ,608 AR (Held) $ ,608 C (Sold) $ ,104 1,992 C (Held) $ ,104 1,992 W (Sold or Held) $ ,252 Voya 529 Moderate Option and A (Sold or Held) $ ,148 1,932 7

13 Investment Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs Voya 529 Age Option AR (Sold) $ ,585 AR (Held) $ ,585 C (Sold) $ ,094 1,970 C (Held) $ ,094 1,970 W (Sold or Held) $ ,229 Voya 529 Moderate Conservative Option and Voya 529 Age 15 Option Voya 529 Conservative Plus Option and Voya 529 Age 16 Option Voya 529 Conservative Option and Voya 529 Age 17 Option Voya 529 Ultra Conservative Option and Voya 529 Age 18+ Option Voya Corporate Leaders 100 Option Voya Global Perspectives Option Voya GNMA Income Option Voya High Yield Bond Option Voya Intermediate Bond Option A (Sold or Held) $ ,133 1,899 AR (Sold) $ ,551 AR (Held) $ ,551 C (Sold) $ ,079 1,937 C (Held) $ ,079 1,937 W (Sold or Held) $ ,193 A (Sold or Held) $ ,113 1,856 AR (Sold) $ ,505 AR (Held) $ ,505 C (Sold) $ ,058 1,893 C (Held) $ ,058 1,893 W (Sold or Held) $ ,146 A (Sold or Held) $ ,077 1,779 AR (Sold) $ ,425 AR (Held) $ ,425 C (Sold) $ ,022 1,816 C (Held) $ ,022 1,816 W (Sold or Held) $ ,063 A (Sold or Held) $ ,041 1,701 AR (Sold) $ ,344 AR (Held) $ ,344 C (Sold) $ ,738 C (Held) $ ,738 W (Sold or Held) $ A (Sold or Held) $ ,082 1,790 AR (Sold) $ ,437 AR (Held) $ ,437 C (Sold) $ ,027 1,827 C (Held) $ ,027 1,827 W (Sold or Held) $ ,075 A (Sold or Held) $ ,255 2,158 AR (Sold) $ ,821 AR (Held) $ ,821 C (Sold) $ ,201 2,196 C (Held) $ ,201 2,196 A (Sold or Held) $ ,169 1,975 AR (Sold) $ ,630 AR (Held) $ ,630 C (Sold) $ ,115 2,013 C (Held) $ ,115 2,013 W (Sold or Held) $ ,275 A (Sold or Held) $ ,184 2,008 AR (Sold) $ ,664 AR (Held) $ ,664 C (Sold) $ ,130 2,046 C (Held) $ ,130 2,046 W (Sold or Held) $ ,310 A (Sold or Held) $ ,005 1,623 AR (Sold) $ ,263 AR (Held) $ ,263 C (Sold) $ ,660 C (Held) $ ,660 W (Sold or Held) $ Voya Large Cap Growth Option A (Sold or Held) $ ,138 1,910 8

14 Investment Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs AR (Sold) $ ,562 AR (Held) $ ,562 C (Sold) $ ,084 1,948 C (Held) $ ,084 1,948 W (Sold or Held) $ ,205 A (Sold or Held) $ ,245 2,136 AR (Sold) $ ,798 Voya Large Cap Value Option AR (Held) $ ,798 C (Sold) $ ,191 2,175 C (Held) $ ,191 2,175 W (Sold or Held) $ ,449 A (Sold or Held) $ ,320 2,295 AR (Sold) $ ,964 Voya Mid Cap Opportunities Option AR (Held) $ ,964 C (Sold) $ ,267 2,334 C (Held) $ ,267 2,334 W (Sold or Held) $ ,620 A (Sold or Held) $ ,330 2,316 AR (Sold) $ ,986 Voya Multi-Manager International Equity Option AR (Held) $ ,986 C (Sold) $ ,277 2,355 C (Held) $ ,277 2,355 W (Sold or Held) $ ,643 A (Sold or Held) $ 654 1,026 1,419 2,503 AR (Sold) $ ,056 2,180 Voya Small Cap Opportunities Option AR (Held) $ ,056 2,180 C (Sold) $ ,368 2,542 C (Held) $ ,368 2,542 W (Sold or Held) $ ,844 A (Sold or Held) $ ,325 2,305 AR (Sold) $ ,975 VY Clarion Global Real Estate Option AR (Held) $ ,975 C (Sold) $ ,272 2,345 C (Held) $ ,272 2,345 W (Sold or Held) $ ,631 A (Sold or Held) $ ,300 2,253 AR (Sold) $ ,920 VY Templeton Foreign Equity Option AR (Held) $ ,920 C (Sold) $ ,247 2,292 C (Held) $ ,247 2,292 W (Sold or Held) $ ,575 Changes to Underlying funds details: Effective at the close of business on February 20, 2015, the following sub-sections are added to the section entitled Underlying funds details beginning on page 35: VY Goldman Sachs Bond Portfolio Sub-Adviser: Goldman Sachs Asset Management, L.P. Investment Objective: Total return consisting of capital appreciation and income. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in bonds and other fixed-income securities. The other types of fixed-income securities in which the portfolio may invest include securities issued or guaranteed by the U.S. government, its agencies, instrumentalities or sponsored enterprises ( U.S. Government Securities ), corporate debt securities, collateralized loan obligations, privately issued adjustable-rate and fixed-rate mortgage loans or other mortgage-related securities ( Mortgage-Backed Securities ), 9

15 asset-backed securities and high-yield non-investment grade securities (i.e. junk bonds ) (securities rated BB+, Ba1 or below by a nationally recognized statistical rating organization ( NRSRO ) or, if unrated, determined by the subadviser ( Sub-Adviser ) to be of comparable credit quality). The portfolio may purchase or sell Mortgage-Backed Securities on a delayed delivery or forward commitment basis through the to be announced ( TBA ) market. With TBA transactions, the particular securities to be delivered are not identified at the trade date but the delivered securities must meet specified terms and standards. The portfolio may also invest in custodial receipts, fixed-income securities issued by or on behalf of states, territories, and possessions of the United States (including the District of Columbia) ( Municipal Securities ) and convertible securities. The portfolio may also invest in derivatives, including forward foreign currency transactions, futures, options, and swaps involving securities, securities indices and interest rates, which may be denominated in the U.S. dollar or foreign currencies. The portfolio typically uses derivatives to reduce exposure to other risks, such as interest rate or currency risk, to substitute for taking a position in the underlying asset, and/or to enhance returns in the portfolio. The portfolio may invest in obligations of domestic and foreign issuers which are denominated in currencies other than the U.S. dollar. The portfolio may invest up to 15% of its total assets (not including securities lending collateral and any investment of that collateral) measured at the time of purchase in sovereign and corporate debt securities and other instruments of issuers in emerging market countries ( emerging countries debt ). The portfolio may also purchase securities of issuers in default. The portfolio s investments in non-investment grade securities (i.e., junk bonds ) will not exceed 25% of its total assets at the time of purchase. Otherwise, the portfolio invests in fixed-income securities rated at least BBB- or Baa3 at the time of purchase. Securities will either be rated by an NRSRO or, if unrated, determined by the Sub-Adviser to be of comparable credit quality. The portfolio assigns a security, at the time of purchase, the highest rating by an NRSRO if the security is rated by more than one NRSRO. The portfolio may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Call, convertible securities, credit, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest in loans, interest rate, liquidity, mortgage- and/or asset-backed securities, municipal obligations, other investment companies, prepayment and extension, securities lending, U.S. government securities and obligations, and when issued and delayed delivery securities and forward commitments. Voya Global Perspectives Portfolio Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Total return. Main Investments: The portfolio invests in a combination of Underlying Funds that, in turn, invest directly in securities (such as stocks and bonds). The Underlying Funds will invest in the securities of issuers in a number of different countries one of which may be the United States. Under normal market conditions, approximately 60% of the portfolio s net assets will be allocated to Underlying Funds that predominantly invest in equity securities, and approximately 40% of the portfolio s net assets will be allocated to Underlying Funds that predominantly invest in debt instruments, including U.S. government securities and money market instruments ( Target Allocation ). The percentage weight of the portfolio s assets invested in Underlying Funds that predominantly invest in equity securities may change to approximately 30% and the percentage weight of the portfolio s assets invested in Underlying Funds that predominantly invest in debt instruments may change to approximately 70% ( Defensive Allocation ) depending upon the rules based investment strategy described more fully in the portfolio s prospectus. The Target Allocation and Defensive Allocation are measured with reference to the primary investment strategies of the Underlying Funds; actual exposure to these asset classes may vary to the extent an Underlying Fund is not substantially invested in accordance with its primary investment strategies. The Underlying Funds provide exposure to a wide range of traditional asset classes which include stocks, bonds, and cash and non-traditional asset classes (also known as alternative strategies) which include real estate securities. The equity securities in which the Underlying Funds may invest include, but are not limited to: domestic and international stocks of companies of any market capitalization; emerging market securities; and domestic and international real estate stocks, including real estate investment trusts. The debt instruments in which the Underlying Funds may invest include, but are not limited to: domestic and international short-, intermediate- and long-term bonds; high-yield debt securities rated below investment-grade commonly referred to as junk bonds; and debt instruments without limitations on maturity. The 10

16 portfolio may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. Main Risks: Asset allocation, call, cash/cash equivalents, company, credit, currency, foreign investments/developing and emerging markets, high-yield securities, interest rate, investment model, liquidity, market, market capitalization, other investment companies, real estate companies and real estate investment trusts, and U.S. government securities and obligations. Effective at the close of business on January 30, 2015, the sub-section entitled Underlying funds details - Voya Large Cap Value Fund on page 42 was deleted and replaced with the following: Voya Large Cap Value Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Long-term growth of capital and current income. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of dividend paying, large-capitalization issuers. The sub-adviser defines large-capitalization companies that fall within the collective range of companies within the Russell 1000 Value Index at the time of purchase. Equity securities include common and preferred stocks, warrants, and convertible securities. The fund may invest in foreign securities, including companies located in countries with emerging securities markets. The fund may invest in real estate securities, including real estate investment trusts. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, convertible securities, credit, currency, dividend, foreign investments/developing and emerging markets, interest rate, investment model, liquidity, market, market capitalization, other investment companies, real estate companies and real estate investment trusts, securities lending, and value investing. Effective at the close of business on February 20, 2015, the following sub-sections are added to the section entitled Underlying funds risks beginning on page 47: Asset Allocation. There is a risk that the fund/portfolio may allocate assets to a fund or asset class that underperforms other funds or asset classes. Cash/Cash Equivalents. To the extent a fund/portfolio holds cash or cash equivalents, the fund/portfolio risks achieving lower returns and potential lost opportunities to participate in market appreciation which could negatively impact the fund s/portfolio s performance and ability to achieve its investment objective. Effective at the close of business on February 20, 2015, the sub-section entitled Underlying funds risks Investment Model on page 52 is deleted and replaced with the following: Investment Model. For funds/portfolios that invest based on a proprietary model managed by the manager, the manager's proprietary model may not adequately address existing or unforeseen market factors or the interplay between such factors. Certain funds/portfolios that are actively managed, in whole or in part, according to a quantitative investment model can perform differently from the market as a whole based on the investment model and the factors used in the analysis, the weight placed on each factor, changes from the factors historical trends, and technical issues in the construction and implementation of the investment models (including, for example, data problems and/or software issues). There is no guarantee that the use of these investment models will result in effective investment decisions for a fund/portfolio. 11

17 SUP-WI

18 Tomorrow s Scholar 529 Plan Supplement No. 4 dated June 30, 2015 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ). You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. Effective immediately, the section entitled Investment performance beginning on page 12 of the Program Description is deleted and replaced with the following: Investment performance and reporting The table below shows the average annual total returns after deducting ongoing fees for each Option as of March 31, The performance data reflects past performance with and without any applicable sales or redemption charges, but does not reflect the $25 annual maintenance fee, which is waived in certain circumstances. If these amounts were reflected, returns would be less than those shown. For comparison purposes, the table also shows the returns for a benchmark index that, as of the date of this Program Description, applies to each Option. The indices are not available for investment and the returns for the indices do not reflect sales charges, fees, brokerage commissions, taxes, or other expenses of investing. To obtain up-to-date performance information for any Option, please visit the Advisor Program s website at or contact your financial advisor. Past performance is not a guarantee of future results. Because Voya Global Perspectives Option and Voya Intermediate Bond Option did not have a full year of operations as of March 31, 2015, no performance information for Voya Global Perspectives Option and Voya Intermediate Bond Option is provided below. Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Age 0-4 Option A 7.75 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.87 N/A N/A N/A N/A N/A N/A /26/2012 C 6.87 N/A N/A N/A N/A N/A N/A /26/2012 W 7.95 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Aggressive Growth Composite 8.47 N/A N/A N/A N/A N/A N/A Index Voya 529 Age 5-8 Option A 7.65 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.84 N/A N/A N/A N/A N/A N/A /26/2012 C 6.84 N/A N/A N/A N/A N/A N/A /26/2012 W 7.94 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Growth Plus Composite Index 8.36 N/A N/A N/A N/A N/A N/A Voya 529 Age 9-10 Option A 6.86 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.10 N/A N/A N/A N/A N/A N/A /26/2012 C 6.10 N/A N/A N/A N/A N/A N/A /26/2012 W 7.17 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Growth Composite Index 7.57 N/A N/A N/A N/A N/A N/A Voya 529 Age Option A 6.94 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.17 N/A N/A N/A N/A N/A N/A /26/2012 C 6.17 N/A N/A N/A N/A N/A N/A /26/2012 W 7.25 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Growth Composite 7.57 N/A N/A N/A N/A N/A N/A Index Voya 529 Age Option A 6.43 N/A N/A N/A N/A N/A N/A /26/2012 AR 5.64 N/A N/A N/A N/A N/A N/A /26/2012 C 5.72 N/A N/A N/A N/A N/A N/A /26/2012 W 6.75 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Composite Index 7.09 N/A N/A N/A N/A N/A N/A SUP-WI

19 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Age 15 Option A 5.83 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Conservative Composite Index AR 5.09 N/A N/A N/A N/A N/A N/A /26/2012 C 5.00 N/A N/A N/A N/A N/A N/A /26/2012 W 6.07 N/A N/A N/A N/A N/A N/A /26/ N/A N/A N/A N/A N/A N/A 8.28 Voya 529 Age 16 Option A 4.80 N/A N/A N/A N/A N/A N/A /26/2012 AR 4.02 N/A N/A N/A N/A N/A N/A /26/2012 C 4.12 N/A N/A N/A N/A N/A N/A /26/2012 W 5.05 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Conservative Plus Composite 5.35 N/A N/A N/A N/A N/A N/A 6.67 Index Voya 529 Age 17 Option A 4.32 N/A N/A N/A N/A N/A N/A /26/2012 AR 3.53 N/A N/A N/A N/A N/A N/A /26/2012 C 3.53 N/A N/A N/A N/A N/A N/A /26/2012 W 4.58 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Conservative Composite Index 4.69 N/A N/A N/A N/A N/A N/A 5.56 Voya 529 Age 18+ Option A 3.07 N/A N/A N/A N/A N/A N/A /26/2012 AR 2.42 N/A N/A N/A N/A N/A N/A /26/2012 C 2.43 N/A N/A N/A N/A N/A N/A /26/2012 W 3.44 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Ultra-Conservative Composite 3.55 N/A N/A N/A N/A N/A N/A 3.02 Index Voya 529 Aggressive Growth Option A 7.75 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.87 N/A N/A N/A N/A N/A N/A /26/2012 C 6.87 N/A N/A N/A N/A N/A N/A /26/2012 W 7.95 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Aggressive Growth Composite 8.47 N/A N/A N/A N/A N/A N/A Index Voya 529 Growth Plus Option A 7.65 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.84 N/A N/A N/A N/A N/A N/A /26/2012 C 6.84 N/A N/A N/A N/A N/A N/A /26/2012 W 7.94 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Growth Plus Composite Index 8.36 N/A N/A N/A N/A N/A N/A Voya 529 Growth Option A 6.86 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.10 N/A N/A N/A N/A N/A N/A /26/2012 C 6.10 N/A N/A N/A N/A N/A N/A /26/2012 W 7.17 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Growth Composite Index 7.57 N/A N/A N/A N/A N/A N/A Voya 529 Moderate Growth Option A 6.94 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.17 N/A N/A N/A N/A N/A N/A /26/2012 C 6.17 N/A N/A N/A N/A N/A N/A /26/2012 W 7.25 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Growth Composite Index 7.57 N/A N/A N/A N/A N/A N/A SUP-WI

20 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Moderate Option A 6.43 N/A N/A N/A N/A N/A N/A /26/2012 AR 5.64 N/A N/A N/A N/A N/A N/A /26/2012 C 5.72 N/A N/A N/A N/A N/A N/A /26/2012 W 6.75 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Composite Index 7.09 N/A N/A N/A N/A N/A N/A Voya 529 Moderate Conservative Option A 5.83 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Moderate Conservative Composite Index AR 5.09 N/A N/A N/A N/A N/A N/A /26/2012 C 5.00 N/A N/A N/A N/A N/A N/A /26/2012 W 6.07 N/A N/A N/A N/A N/A N/A /26/ N/A N/A N/A N/A N/A N/A 8.28 Voya 529 Conservative Plus Option A 4.80 N/A N/A N/A N/A N/A N/A /26/2012 AR 4.02 N/A N/A N/A N/A N/A N/A /26/2012 C 4.12 N/A N/A N/A N/A N/A N/A /26/2012 W 5.05 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Conservative Plus Composite 5.35 N/A N/A N/A N/A N/A N/A 6.67 Index Voya 529 Conservative Option A 4.32 N/A N/A N/A N/A N/A N/A /26/2012 AR 3.53 N/A N/A N/A N/A N/A N/A /26/2012 C 3.53 N/A N/A N/A N/A N/A N/A /26/2012 W 4.58 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Conservative Composite Index 4.69 N/A N/A N/A N/A N/A N/A 5.56 Voya 529 Ultra Conservative Option A 3.07 N/A N/A N/A N/A N/A N/A /26/2012 AR 2.42 N/A N/A N/A N/A N/A N/A /26/2012 C 2.43 N/A N/A N/A N/A N/A N/A /26/2012 W 3.44 N/A N/A N/A N/A N/A N/A /26/2012 Voya 529 Ultra-Conservative Composite 3.55 N/A N/A N/A N/A N/A N/A 3.02 Index BlackRock Global Allocation Option A 3.92 N/A N/A N/A N/A N/A N/A /26/2012 AR 3.10 N/A N/A N/A N/A N/A N/A /26/2012 C 3.19 N/A N/A N/A N/A N/A N/A /26/2012 W 4.17 N/A N/A N/A N/A N/A N/A /26/2012 BlackRock Global Allocation Index 3.54 N/A N/A N/A N/A N/A N/A 8.42 Columbia Dividend Opportunity Option A 6.22 N/A N/A N/A N/A N/A N/A /26/2012 AR 5.34 N/A N/A N/A N/A N/A N/A /26/2012 C 5.35 N/A N/A N/A N/A N/A N/A /26/2012 W 6.42 N/A N/A N/A N/A N/A N/A /26/2012 Russell 1000 Value Index 9.33 N/A N/A N/A N/A N/A N/A Columbia Limited Duration Credit Option A 0.39 N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W 0.68 N/A N/A N/A N/A N/A N/A /26/2012 Barclays U.S. Corporate 1-5 Years Index 2.50 N/A N/A N/A N/A N/A N/A 2.12 SUP-WI

21 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Northern Small Cap Value Option A 7.44 N/A N/A N/A N/A N/A N/A /24/2014 AR 6.69 N/A N/A N/A N/A N/A N/A /24/2014 C 6.69 N/A N/A N/A N/A N/A N/A /24/2014 W 7.73 N/A N/A N/A N/A N/A N/A /24/2014 Russell 2000 Value Index 4.43 N/A N/A N/A N/A N/A N/A 7.46 TIAA-CREF Balanced Option A 9.58 N/A N/A N/A N/A N/A N/A /26/ % Russell 3000 Index/35% Barclays U.S. Aggregate Bond Index AR 8.70 N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W 9.87 N/A N/A N/A N/A N/A N/A /26/ N/A N/A N/A N/A N/A N/A TIAA-CREF Bond Index Option A 5.35 N/A N/A N/A N/A N/A N/A /26/2012 AR 4.49 N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W 5.53 N/A N/A N/A N/A N/A N/A /26/2012 Barclays U.S. Aggregate Bond Index 5.72 N/A N/A N/A N/A N/A N/A 2.33 TIAA-CREF Equity Index Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 Russell 3000 Index N/A N/A N/A N/A N/A N/A TIAA-CREF International Equity Index A N/A N/A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 MSCI EAFE Index N/A N/A N/A N/A N/A N/A TIAA-CREF Principal Protection Option N/A 0.79 N/A N/A N/A N/A N/A N/A /26/2012 Citigroup 3 Month Treasury Bill Index 0.03 N/A N/A N/A N/A N/A N/A 0.05 TIAA-CREF Small-Cap Blend Index Option A 8.05 N/A N/A N/A N/A N/A N/A /26/2012 AR 7.32 N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W 8.30 N/A N/A N/A N/A N/A N/A /26/2012 Russell 2000 Index 8.21 N/A N/A N/A N/A N/A N/A Voya Corporate Leaders 100 Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 S&P 500 Index N/A N/A N/A N/A N/A N/A Voya GNMA Income Option A 4.20 N/A N/A N/A N/A N/A N/A /26/2012 AR 3.34 N/A N/A N/A N/A N/A N/A /26/2012 C 3.44 N/A N/A N/A N/A N/A N/A /26/2012 W 4.49 N/A N/A N/A N/A N/A N/A /26/2012 Barclays GNMA Index 4.91 N/A N/A N/A N/A N/A N/A 1.89 SUP-WI

22 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya High Yield Bond Option A 1.06 N/A N/A N/A N/A N/A N/A /26/2012 Barclays High Yield Bond - 2% Issuer Constrained Composite Index AR 0.36 N/A N/A N/A N/A N/A N/A /26/2012 C 0.27 N/A N/A N/A N/A N/A N/A /26/2012 W 1.31 N/A N/A N/A N/A N/A N/A /26/ N/A N/A N/A N/A N/A N/A 6.10 Voya Large Cap Growth Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 Russell 1000 Growth Index N/A N/A N/A N/A N/A N/A Voya Large Cap Value Option A 7.78 N/A N/A N/A N/A N/A N/A /26/2012 AR 6.88 N/A N/A N/A N/A N/A N/A /26/2012 C 6.96 N/A N/A N/A N/A N/A N/A /26/2012 W 8.05 N/A N/A N/A N/A N/A N/A /26/2012 Russell 1000 Value Index 9.33 N/A N/A N/A N/A N/A N/A Voya Mid Cap Opportunities Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 Russell Midcap Growth Index N/A N/A N/A N/A N/A N/A Voya Multi-Manager International Equity A N/A N/A N/A N/A N/A N/A /24/2014 Option AR N/A N/A N/A N/A N/A N/A /24/2014 C N/A N/A N/A N/A N/A N/A /24/2014 W N/A N/A N/A N/A N/A N/A /24/2014 MSCI EAFE Index N/A N/A N/A N/A N/A N/A 1.28 Voya Small Cap Opportunities Option A 9.68 N/A N/A N/A N/A N/A N/A /26/2012 AR 8.87 N/A N/A N/A N/A N/A N/A /26/2012 C 8.87 N/A N/A N/A N/A N/A N/A /26/2012 W 9.99 N/A N/A N/A N/A N/A N/A /26/2012 Russell 2000 Growth Index N/A N/A N/A N/A N/A N/A VY Clarion Global Real Estate Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 FTSE EPRA/NAREIT Developed Index N/A N/A N/A N/A N/A N/A VY Templeton Foreign Equity Option A N/A N/A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A N/A N/A /26/2012 MSCI All Country World Ex-U.S. Index N/A N/A N/A N/A N/A N/A Updated performance information is available online at 2 The performance data shown represents past performance. Past performance is not a guarantee of future results. Investment returns and principal value will fluctuate, so that investor s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than performance data cited. SUP-WI

23 Tomorrow s Scholar 529 Plan Supplement No. 5 dated September 30, 2015 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ). You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. SUMMARY OF CHANGES Effective August 1, 2015, the maximum contribution limit increased to $425,000. Effective August 1, 2015, the principal amount of any contribution made by rollover after April 15, 2015 is counted as a contribution eligible for the Wisconsin tax deduction. In connection with contribution amounts that exceed the maximum deduction amount for a tax year and that may be carried forward to future tax years, any such carryover amount will be reduced by the amount of any non-qualified withdrawal not otherwise added back to Wisconsin income. Effective immediately, changes are made to certain underlying fund details and risks as noted below. CHANGES TO THE PROGRAM DESCRIPTION Effective August 1, 2015, the Program Description is revised as follows: 1. The 1st paragraph in the box next to Maximum contribution limit in the section entitled Program summary on page 2 is deleted and replaced with the following: $425, The 1st sentence of the 1st paragraph in the sub-section entitled Contributions - Maximum contribution on page 7 is deleted and replaced with the following: Contributions to an account will not be permitted to the extent that the contribution would cause the aggregate balance of all Wisconsin Trust accounts for the same designated beneficiary to exceed the maximum allowable contribution limit, currently $425, Effective August 1, 2015, the 1st paragraph of the sub-section entitled Tax treatment Wisconsin state tax and information Contributions beginning on page 22 is deleted and replaced with the following: Contributions. Contributors may reduce their Wisconsin taxable income with contributions made to an account during the tax year, up to a maximum of $3,100 per beneficiary for each tax year (which may increase annually based on inflation). The principal amount of an incoming rollover from another state s qualified tuition program made after April 15, 2015 qualifies as a contribution eligible for the Wisconsin income tax deduction. Contributions made during the tax year or on or before the original due date of the contributor s return (generally April 15th of the following year) are deductible up to the maximum amount for the tax year. Contribution amounts exceeding the maximum reduction amount for the tax year may be carried forward to future tax years and reduced subject to the maximum reduction amount of those years. Each contribution may be deducted only once. Any carryover amounts will be reduced by any amount of a non-qualified withdrawal that is not otherwise added back to Wisconsin income. The reduction is available to any contributor who makes contributions during the tax year, regardless of whether they are the account owner and regardless of the relationship between the contributor and the beneficiary. The reduction described above may appear on your Wisconsin income tax return as a subtraction to income. 4. Effective August 1, 2015, the 6 th and 7 th sentences of the 1st paragraph of the sub-section entitled Tax treatment Wisconsin state tax and information Withdrawals beginning on page 23 are deleted and replaced with the following: The amount of an outgoing rollover made to another state s 529 Plan on or after June 1, 2014, however, will be added to Wisconsin income and taxed to the extent that the amount was previously claimed as a deduction. Effective June 1, 2014, non-qualified withdrawals of contributions made after 2013 will be added to Wisconsin income and taxed to the extent the receipt of such amounts results in the additional 10% tax for federal tax purposes, to the extent that the amount was previously claimed as a deduction. 5. Effective immediately, the 1st paragraph in the box next to Investment options in the section entitled Program summary on page 2 is deleted and replaced with the following: Account owners can choose from among 40 Options, including static allocation Options, age-based Options, and single fund Options including options investing in Voya mutual funds and other mutual funds managed by Baillie Gifford Overseas Limited ( BG Overseas ), BlackRock Financial Management, Inc. ( BlackRock Financial Management ), BlackRock Investment Management, LLC ( BlackRock ), CBRE Clarion Securities LLC ( CBRE Clarion ), Columbia Management Investment Advisers, LLC ( CMIA ), Delaware Investments Fund Advisers ( DIFA ), Goldman Sachs Asset Management, L.P. ( Goldman Sachs ), Hahn Capital Management, LLC ( Hahn Capital Management ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe 1 SUP-WI

24 Price Associates, Inc. ( T. Rowe Price ), Templeton Investment Counsel, LLC ( Templeton ), Van Eck Associates Corporation ( Van Eck ), Voya Investment Management Co. LLC ( Voya IM ), and Wellington Management Company LLP ( Wellington Management ). 6. Effective immediately, the 5th sentence of the 1st paragraph of the sub-section entitled Investment options Static Allocation Options on page 9 is deleted and replaced with the following: Each Option seeks to obtain its objectives by investing primarily in Voya mutual funds managed by BG Overseas, BlackRock Financial Management, CBRE Clarion, DIFA, Goldman Sachs, Hahn Capital Management, JPMorgan, Lazard, LSV, T. Rowe Price, Van Eck, Voya IM, and Wellington Management that the Trust has approved. 7. The sub-sections entitled Voya High Yield Bond Fund, Voya Global Bond Fund, Voya Multi-Manager Emerging Markets Equity Fund, Voya Small Company Fund. and VY Templeton Foreign Equity Portfolio in the section entitled Underlying funds details beginning on page 36 are deleted and replaced with the following: Underlying Fund: Voya Global Bond Fund Investment Adviser: Voya Investments, LLC Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Maximize total return through a combination of current income and capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in bonds of issuers in a number of different countries, which may include the United States. The fund may invest in securities of issuers located in developed and emerging market countries. Securities may be denominated in foreign currencies or in the U.S. dollar. The fund may hedge its exposure to securities denominated in foreign currencies. The fund may borrow money from banks and invest the proceeds of such loans in portfolio securities to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund invests primarily in investment-grade securities which include, but are not limited to, corporate and government bonds which, at the time of investment, are rated investment-grade (at least BBB- by Standard & Poor s Ratings Services or Baa3 by Moody s Investors Service, Inc.) or have an equivalent rating by a nationally recognized statistical rating organization, or are of comparable quality if unrated. The fund may also invest in preferred stocks, money market instruments, municipal bonds, commercial and residential mortgage-related securities, asset-backed securities, other securitized and structured debt products, private placements, sovereign debt, and other investment companies. The fund may also invest its assets in bank loans and in a combination of floating rate secured loans ( Senior Loans ) and shares of Voya Prime Rate Trust, a closed-end investment company that invests in Senior Loans. Although the fund may invest a portion of its assets in high-yield debt securities rated below investment-grade ( junk bonds ), the fund will seek to maintain a minimum weighted average portfolio quality rating of at least investment-grade. The dollar-weighted average portfolio duration will generally range between two and nine years. The fund may use derivatives, including futures, swaps (including interest rate swaps, total return swaps, and credit default swaps), and options, among others, to seek to enhance returns, to hedge some of the risks of its investments in fixed-income securities, or as a substitute for a position in an underlying asset. The fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls and reverse repurchase agreements). The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The fund is non-diversified, which means it may invest a significant portion of its assets in a single issuer. The fund may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Call, company, credit, credit default swaps, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest in loans, interest rate, investment model, issuer non-diversification, leverage, liquidity, market, mortgage- and/or asset-backed securities, municipal obligations, other investment companies, prepayment and extension, securities lending, and sovereign debt. Underlying Fund: Voya High Yield Bond Fund Investment Adviser: Voya Investments, LLC Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: High level of current income and total return. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of high-yield (high risk) bonds, commonly referred to as junk bonds. High-yield bonds are debt securities that, at the time of purchase, are not rated by a Nationally Recognized Statistical Rating Organization ( NRSRO ) or are rated below investment-grade (for example, rated below BBB- by Standard & Poor s Ratings Services or Baa3 by Moody s Investors Service, Inc.) or have an equivalent rating by a NRSRO. The fund defines high-yield bonds to include: bank loans; payment-in-kind securities; fixed and variable floating rate and deferred interest debt obligations; zero-coupon bonds and debt obligations provided they are unrated or rated below investment-grade. There are no restrictions on the average maturity of the fund or the maturity of any single investment. Any remaining assets may be invested in investment-grade debt instruments; common and preferred stocks; U.S. government securities; money market instruments; and debt securities of foreign issuers including securities of companies in emerging markets. The fund may invest in derivatives including, structured debt obligations, dollar roll transactions, swap agreements and options on swap agreements, including credit default swaps and interest rate swaps. The fund typically uses derivatives to reduce exposure to other risks, such as interest rate or currency risk, to substitute for taking a position 2

25 in the underlying asset, and/or to enhance returns in the fund. The fund may invest in companies of any size. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The fund may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Call, company, credit, credit default swaps, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest in loans, interest rate, liquidity, market, market capitalization, other investment companies, securities lending, U.S. government securities and obligations, and zero-coupon bonds and pay-in-kind securities. Underlying Fund: Voya Multi-Manager Emerging Markets Equity Fund Investment Adviser: Voya Investments, LLC Sub-Adviser: Delaware Investments Fund Advisers, J.P. Morgan Investment Management Inc., and Van Eck Associates Corporation Investment Objective: Long-term capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of issuers in emerging markets. Developing or emerging countries include most countries in the world except Australia, Canada, Japan, New Zealand, Hong Kong, Singapore, the United Kingdom, the United States, and most of the countries of Western Europe. An emerging market company is one that is organized under the laws of, or has a principal place of business in, an emerging market; where the principal securities market is in an emerging market; that derives at least 50% of its total revenues or profits from goods that are produced or sold, investments made, or services performed in an emerging market; or at least 50% of the assets of which are located in an emerging market. The fund may invest in companies of any market capitalization. Equity securities may include common stock, preferred stock, convertible securities, depositary receipts, participatory notes, trust or partnership interests, warrants and rights to buy common stock, and privately placed securities. The fund may also invest in real estate-related securities, including real estate investment trusts, and non-investment grade bonds (high-yield or junk bonds ). The fund may invest in derivatives, including but not limited to, futures, options, swaps, and forwards as a substitute for securities in which the fund can invest; to hedge various investments; to seek to reduce currency deviations, where practicable, for the purpose of risk management; to seek to increase the fund s gains; and for the efficient management of cash flows. The fund may invest in securities denominated in U.S. dollars, major reserve currencies, and currencies of other countries in which it can invest. The fund typically maintains full currency exposure to those markets in which it invests. However, the fund may, from time to time, hedge a portion of its foreign currency exposure into the U.S. dollar. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The fund may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Call, company, convertible securities, credit, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest rate, investment model, liquidity, market, market capitalization, other investment companies, real estate companies and real estate investment trusts, and securities lending. Underlying Fund: Voya Small Company Fund Investment Adviser: Voya Investments, LLC Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Growth of capital primarily through investment in a diversified portfolio of common stock of companies with smaller market capitalizations. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of small-capitalization companies (defined as those companies included in the S&P SmallCap 600 Index or the Russell 2000 Index) at the time of purchase, or if not included in either index, have a market capitalization that falls with the range of the market capitalizations of companies included in the S&P SmallCap 600 Index or the Russell 2000 Index. The fund may invest in derivative instruments including, but not limited to, put and call options. The fund typically uses derivative instruments to seek to reduce exposure to other risks, such as currency risk, to substitute for taking a position in the underlying asset, and/or to seek to enhance returns in the fund. The fund may invest, to a limited extent, in foreign stock. The fund may also invest in real estate-related securities including real estate investment trusts. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The fund may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments, investment model, liquidity, market, other investment companies, real estate companies and real estate investment trusts, securities lending, and small-capitalization company. Underlying Fund: VY Templeton Foreign Equity Portfolio Investment Adviser: Directed Services LLC Sub-Adviser: Templeton Investment Counsel, LLC Investment Objective: Long-term capital growth. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in foreign (non-u.s.) equity securities, including countries with emerging securities markets. Equity securities include common stocks, preferred stocks and convertible securities. The portfolio may also invest in depositary receipts. The portfolio may also have significant investments in one or more countries or in particular sectors, such as financial institutions or industrial companies. The portfolio may use certain derivative 3

26 strategies, which would include futures and equity linked notes, seeking to protect its assets, implement a cash or tax management strategy, or enhance its returns. The portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The portfolio may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Company, convertible securities, credit, currency, derivative instruments, focused investing, foreign investments/developing and emerging markets, interest rate, liquidity, market, market capitalization, other investment companies, and securities lending. 4

27 Tomorrow s Scholar 529 Plan Supplement No. 6 dated December 31, 2015 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ) and prior supplements as applicable. You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. SUMMARY OF CHANGES Contributions made to an account up to and including April 18, 2016 are deductible (up to the maximum amount) for the 2015 tax year. Effective January 1, 2016, the maximum contribution limit will increase to $440,300. Effective January 1, 2016, the lifetime exemption for federal gift, estate and generation-skipping transfer taxes will increase to $5,450,000 for each contributor. At the close of business on January 29, 2016, the following Option changes will take place: Voya 529 Moderate Growth Option will change its name to Voya 529 Balanced Option. Account owners with investments in Voya 529 Moderate Growth Option will have investments in Voya 529 Balanced Option at the close of business on January 29, Voya 529 Growth Option and Voya 529 Moderate Option are removed from the static allocation Options. Account owners with investments in Voya 529 Growth Option and Voya 529 Moderate Option will have investments in Voya 529 Balanced Option at the close of business on January 29, Voya 529 Moderate Conservative Option and Voya 529 Conservative Option are removed from the static allocation Options. Account owners with investments in Voya 529 Moderate Conservative Option and Voya 529 Conservative Option will have investments in Voya 529 Conservative Plus Option at the close of business on January 29, Voya Multi-Manager Mid Cap Value Option is added as a single fund Option under the Plan. At the close of business on January 29, 2016, changes in the allocations to the underlying funds will take place in the Age-Based and Static Allocation Options. CHANGES TO THE PROGRAM DESCRIPTION Effective January 1, 2016, the Program Description is revised as follows: 1. The 1 st paragraph in the box next to Maximum contribution limit in the section entitled Program summary on page 2 is deleted and replaced with the following: $440, The 1 st sentence of the 1 st paragraph in the sub-section entitled Contributions Maximum contribution on page 7 is deleted and replaced with the following: Contributions to an account will not be permitted to the extent that the contribution would cause the aggregate balance of all Wisconsin Trust accounts for the same designated beneficiary to exceed the maximum allowable contribution limit, currently $440, The 2 nd and 3 rd sentences of the 4 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment on page 21 are deleted and replaced with the following: This lifetime exemption is adjusted for inflation and is currently $5,450,000 for each contributor. A married couple may elect to split gifts and apply their combined exemption of $10,900, The 5 th sentence of the 5 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment beginning on page 21 is deleted and replaced with the following: This estate tax exemption is adjusted for inflation and is currently $5,450,000 for each contributor. 5. The 5 th sentence of the 6 th paragraph in the sub-section Tax Treatment - Federal taxation of contributions and withdrawals Federal gift, estate and generation-skipping transfer tax treatment on page 22 is deleted and replaced with the following: This generation-skipping transfer tax exemption is adjusted for inflation and is currently $5,450,000 for each contributor. Effective at the close of business on January 29, 2016, the Program Description is revised as follows: 6. The 1 st paragraph in the box next to Investment options in the section entitled Program summary on page 2 is deleted and replaced with the following: 1 SUP-WI

28 Account owners can choose from among 37 Options, including 5 static allocation Options, 9 age-based Options, and 23 single fund Options including options investing in Voya mutual funds and other mutual funds managed by Baillie Gifford Overseas Limited ( BG Overseas ), BlackRock Financial Management, Inc. ( BlackRock Financial Management ), BlackRock Investment Management, LLC ( BlackRock ), CBRE Clarion Securities LLC ( CBRE Clarion ), Columbia Management Investment Advisers, LLC ( CMIA ), Delaware Investments Fund Advisers ( DIFA ), Goldman Sachs Asset Management, L.P. ( Goldman Sachs ), Hahn Capital Management, LLC ( Hahn Capital Management ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Templeton Investment Counsel, LLC ( Templeton ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe Price Associates, Inc. ( T. Rowe Price ), Van Eck Associates Corporation ( Van Eck ), Voya Investment Management Co. LLC ( Voya IM ), and Wellington Management Company LLP ( Wellington Management ). 7. All references to Voya 529 Conservative Option, Voya 529 Growth Option, Voya 529 Moderate Option, and Voya 529 Moderate Conservative Option are removed from the Program Description. 8. The 1 st sentence of the 1 st paragraph in the section entitled Investment options on page 8 is deleted and replaced with the following: Account owners can choose from among 37 Options, including 5 static allocation Options, 9 age-based Options, and 23 single fund Options. 9. The last sentence of the 1 st paragraph and the list of Options in the sub-section entitled Investment options Static Allocation Options on page 9 is deleted and replaced with the following: Voya 529 Aggressive Growth Option Voya 529 Growth Plus Option Voya 529 Balanced Option Voya 529 Conservative Plus Option Voya 529 Ultra Conservative Option 10. The Option descriptions in the sub-section entitled Investment options Static Allocation Options on page 9 are deleted and replaced with the following: Voya 529 Aggressive Growth Option invests primarily in aggressive investments, seeking capital appreciation. Voya 529 Growth Plus Option invests in a combination of aggressive and conservative investments, seeking both capital appreciation and income with an emphasis on growth. Voya 529 Balanced Option seeks both capital appreciation and income by investing in a combination of aggressive and conservative investments. Voya 529 Conservative Plus Option invests primarily in conservative investments, seeking a balance of protection of principal with the opportunity for capital appreciation. Voya 529 Ultra Conservative Option invests primarily in conservative investments seeking protection of principal. Please note that while the Voya 529 Ultra Conservative Option seeks to preserve the value of your investment, it is possible to lose money by investing in the Option. 11. The allocation tables in the sub-section entitled Investment options - Static Allocation Options beginning on page 10 are deleted and replaced with the following: Voya 529 Aggressive Growth Option Voya Multi-Manager International Equity Fund 19.0% Voya Large Cap Growth Portfolio 16.0% Voya Large Cap Value Fund 15.0% Voya U.S. Stock Index Portfolio 14.0% Voya Corporate Leaders 100 Fund 10.0% Voya Intermediate Bond Fund 5.0% Voya Global Real Estate Fund 4.0% Voya MidCap Opportunities Fund 4.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya Small Company Fund 3.0% Voya Emerging Markets Index Portfolio 2.0% Voya 529 Growth Plus Option Voya Multi-Manager International Equity Fund 16.0% Voya Large Cap Growth Portfolio 15.0% Voya Large Cap Value Fund 14.0% Voya U.S. Stock Index Portfolio 12.0% Voya 529 Growth Plus Option Voya Corporate Leaders 100 Fund 9.0% Voya Intermediate Bond Fund 7.0% Voya Global Real Estate Fund 4.0% Voya MidCap Opportunities Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya High Yield Bond Fund 3.0% Voya Multi-Manager Emerging Markets Equity Fund 3.0% Voya Emerging Markets Index Portfolio 2.0% Voya Small Company Fund 2.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% VY Goldman Sachs Bond Portfolio 2.0% Voya Floating Rate Fund 1.0% Voya 529 Balanced Option Voya Multi-Manager International Equity Fund 14.0% Voya Intermediate Bond Fund 13.0% Voya Large Cap Growth Portfolio 11.0% Voya Large Cap Value Fund 10.0% Voya Corporate Leaders 100 Fund 7.5% 2 SUP-WI

29 Voya 529 Balanced Option Voya U.S. Stock Index Portfolio 7.5% Voya Limited Maturity Bond Portfolio 6.0% Voya Floating Rate Fund 5.0% VY Goldman Sachs Bond Portfolio 5.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Global Real Estate Fund 3.0% Voya MidCap Opportunities Fund 3.0% Voya Multi-Manager Mid Cap Value Fund 3.0% Voya Global Bond Fund 2.0% Voya High Yield Bond Fund 2.0% Voya Small Company Fund 2.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% Voya 529 Conservative Plus Option Voya Intermediate Bond Fund 18.0% Voya Limited Maturity Bond Portfolio 15.0% VY Goldman Sachs Bond Portfolio 12.0% Voya Large Cap Growth Portfolio 7.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya High Yield Bond Fund 6.0% Voya Large Cap Value Fund 6.0% Voya 529 Conservative Plus Option Voya U.S. Stock Index Portfolio 6.0% Voya Multi-Manager International Equity Fund 5.0% Voya Corporate Leaders 100 Fund 4.0% Voya Global Bond Fund 4.0% Voya Floating Rate Fund 3.0% Voya Global Real Estate Fund 2.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya MidCap Opportunities Fund 1.5% Voya Multi-Manager Mid Cap Value Fund 1.5% Voya 529 Ultra Conservative Option Voya Limited Maturity Bond Portfolio 38.0% Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 12.0% Voya U.S. Stock Index Portfolio 8.0% Voya Floating Rate Fund 7.0% VY BlackRock Inflation Protected Bond Portfolio 6.0% Voya Global Bond Fund 5.0% Voya High Yield Bond Fund 4.0% Voya Corporate Leaders 100 Fund 2.0% 12. The 2 nd paragraph and table in the sub-section entitled Investment options Age-Based Options beginning on page 11 are deleted and replaced with the following: Following are the allocations of the underlying investments for each Option. See Advisor Program risks and considerations on page 33 and Underlying funds details on page 35 for more detailed information regarding the objectives of the underlying funds and the related risks of investing in these funds. These allocations are subject to change upon Board approval without prior notice to account owners or beneficiaries. Voya 529 Age 0-4 Option Voya Multi-Manager International Equity Fund 19.0% Voya 529 Age 5-8 Option Voya Multi-Manager Mid Cap Value Fund 4.0% Voya Large Cap Growth Portfolio 16.0% Voya High Yield Bond Fund 3.0% Voya Large Cap Value Fund 15.0% Voya Multi-Manager Emerging Markets Equity Fund 3.0% Voya U.S. Stock Index Portfolio 14.0% Voya Emerging Markets Index Portfolio 2.0% Voya Corporate Leaders 100 Fund 10.0% Voya Small Company Fund 2.0% Voya Intermediate Bond Fund 5.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% Voya Global Real Estate Fund 4.0% VY Goldman Sachs Bond Portfolio 2.0% Voya MidCap Opportunities Fund 4.0% Voya Floating Rate Fund 1.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya 529 Age 9-10 Option Voya Small Company Fund 3.0% Voya Intermediate Bond Fund 15.0% Voya Emerging Markets Index Portfolio 2.0% Voya Multi-Manager International Equity Fund 14.0% Voya Large Cap Growth Portfolio 12.0% Voya 529 Age 5-8 Option Voya Large Cap Value Fund 11.0% Voya Multi-Manager International Equity Fund 16.0% Voya U.S. Stock Index Portfolio 9.0% Voya Large Cap Growth Portfolio 15.0% Voya Corporate Leaders 100 Fund 8.0% Voya Large Cap Value Fund 14.0% Voya Limited Maturity Bond Portfolio 5.0% Voya U.S. Stock Index Portfolio 12.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Corporate Leaders 100 Fund 9.0% Voya MidCap Opportunities Fund 3.5% Voya Intermediate Bond Fund 7.0% Voya Multi-Manager Mid Cap Value Fund 3.5% Voya Global Real Estate Fund 4.0% Voya Floating Rate Fund 3.0% Voya MidCap Opportunities Fund 4.0% Voya Global Real Estate Fund 3.0% Voya High Yield Bond Fund 3.0% 3 SUP-WI

30 Voya 529 Age 9-10 Option Voya Small Company Fund 2.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% VY Goldman Sachs Bond Portfolio 2.0% Voya 529 Age Option Voya Multi-Manager International Equity Fund 14.0% Voya Intermediate Bond Fund 13.0% Voya Large Cap Growth Portfolio 11.0% Voya Large Cap Value Fund 10.0% Voya Corporate Leaders 100 Fund 7.5% Voya U.S. Stock Index Portfolio 7.5% Voya Limited Maturity Bond Portfolio 6.0% Voya Floating Rate Fund 5.0% VY Goldman Sachs Bond Portfolio 5.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Global Real Estate Fund 3.0% Voya MidCap Opportunities Fund 3.0% Voya Multi-Manager Mid Cap Value Fund 3.0% Voya Global Bond Fund 2.0% Voya High Yield Bond Fund 2.0% Voya Small Company Fund 2.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% Voya 529 Age Option Voya Intermediate Bond Fund 16.5% Voya Large Cap Growth Portfolio 11.0% Voya Large Cap Value Fund 10.0% Voya Multi-Manager International Equity Fund 8.0% Voya Corporate Leaders 100 Fund 7.5% Voya U.S. Stock Index Portfolio 7.5% VY Goldman Sachs Bond Portfolio 7.5% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya High Yield Bond Fund 5.0% Voya Limited Maturity Bond Portfolio 4.0% Voya Global Bond Fund 3.0% Voya Global Real Estate Fund 3.0% Voya Floating Rate Fund 2.0% Voya MidCap Opportunities Fund 2.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya Multi-Manager Mid Cap Value Fund 2.0% Voya Small Company Fund 2.0% Voya 529 Age 15 Option Voya Limited Maturity Bond Portfolio 6.0% Voya U.S. Stock Index Portfolio 6.0% Voya Global Bond Fund 4.0% Voya Floating Rate Fund 3.0% Voya Global Real Estate Fund 2.0% Voya MidCap Opportunities Fund 2.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya Multi-Manager Mid Cap Value Fund 2.0% Voya Small Company Fund 2.0% Voya 529 Age 16 Option Voya Intermediate Bond Fund 18.0% Voya Limited Maturity Bond Portfolio 15.0% VY Goldman Sachs Bond Portfolio 12.0% Voya Large Cap Growth Portfolio 7.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya High Yield Bond Fund 6.0% Voya Large Cap Value Fund 6.0% Voya U.S. Stock Index Portfolio 6.0% Voya Multi-Manager International Equity Fund 5.0% Voya Corporate Leaders 100 Fund 4.0% Voya Global Bond Fund 4.0% Voya Floating Rate Fund 3.0% Voya Global Real Estate Fund 2.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya MidCap Opportunities Fund 1.5% Voya Multi-Manager Mid Cap Value Fund 1.5% Voya 529 Age 17 Option Voya Limited Maturity Bond Portfolio 25.0% Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 12.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya U.S. Stock Index Portfolio 6.0% Voya Large Cap Growth Portfolio 5.5% Voya Floating Rate Fund 5.0% Voya Multi-Manager International Equity Fund 5.0% Voya Large Cap Value Fund 4.5% Voya Corporate Leaders 100 Fund 4.0% Voya Global Bond Fund 4.0% Voya High Yield Bond Fund 4.0% Voya 529 Age 15 Option Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 11.0% Voya Large Cap Growth Portfolio 8.0% Voya Multi-Manager International Equity Fund 8.0% Voya Large Cap Value Fund 7.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Voya Corporate Leaders 100 Fund 6.0% Voya High Yield Bond Fund 6.0% Voya 529 Age 18+ Option Voya Limited Maturity Bond Portfolio 38.0% Voya Intermediate Bond Fund 18.0% VY Goldman Sachs Bond Portfolio 12.0% Voya U.S. Stock Index Portfolio 8.0% Voya Floating Rate Fund 7.0% VY BlackRock Inflation Protected Bond Portfolio 6.0% Voya Global Bond Fund 5.0% Voya High Yield Bond Fund 4.0% 4 SUP-WI

31 Voya 529 Age 18+ Option Voya Corporate Leaders 100 Fund 2.0% 13. The following is added to the sub-section entitled Investment options Single Fund Options beginning on page 11: Voya Multi-Manager Mid Cap Value Option, through its investments in Voya Multi-Manager Mid Cap Value Fund, seeks long-term capital appreciation. 14. The table in the sub-section entitled Fee structure Estimated annual underlying fund expenses beginning on page 24 is deleted and replaced with the following: Option Estimated Underlying Fund Expenses Voya 529 Aggressive Growth Option 0.71% Voya 529 Growth Plus Option 0.69% Voya 529 Balanced Option 0.66% Voya 529 Conservative Plus Option 0.56% Voya 529 Ultra Conservative Option 0.41% Voya 529 Age 0-4 Option 0.71% Voya 529 Age 5-8 Option 0.69% Voya 529 Age 9-10 Option 0.64% Voya 529 Age Option 0.66% Voya 529 Age Option 0.62% Voya 529 Age 15 Option 0.61% Voya 529 Age 16 Option 0.56% Voya 529 Age 17 Option 0.50% Voya 529 Age 18+ Option 0.41% BlackRock Global Allocation Option 0.87% Columbia Dividend Opportunity Option 0.75% Columbia Limited Duration Credit Option 0.58% Northern Small Cap Value Option 1.01% TIAA-CREF Balanced Option 0.07% TIAA-CREF Bond Index Option 0.12% TIAA-CREF Equity Index Option 0.05% TIAA-CREF International Equity Index Option 0.06% TIAA-CREF Principal Protection Option 0.00% TIAA-CREF Small-Cap Blend Index Option 0.13% Voya Corporate Leaders 100 Option 0.49% Voya Global Perspectives Option 0.83% Voya GNMA Income Option 0.65% Voya High Yield Bond Option 0.68% Voya Intermediate Bond Option 0.33% Voya Large Cap Growth Option 0.67% Voya Large Cap Value Option 0.76% Voya MidCap Opportunities Option 0.98% Voya Multi-Manager International Equity Option 0.97% Voya Multi-Manager Mid Cap Value Option 0.83% Voya SmallCap Opportunities Option 1.11% VY Clarion Global Real Estate Option 0.98% VY Templeton Foreign Equity Option 0.92% 5 SUP-WI

32 15. The table in the sub-section entitled Fee structure Total estimated annual fees and expenses on page 25 is deleted and replaced with the following: Option No Class Class A Class AR Class C Class C1 Class W Voya 529 Aggressive Growth Option % N/A N/A 0.89 Voya 529 Growth Plus Option % N/A N/A 0.87 Voya 529 Balanced Option % N/A N/A 0.84 Voya 529 Conservative Plus Option % N/A N/A 0.74 Voya 529 Ultra Conservative Option % N/A N/A 0.59 Voya 529 Age 0-4 Option % N/A N/A 0.89 Voya 529 Age 5-8 Option % N/A N/A 0.87 Voya 529 Age 9-10 Option % N/A N/A 0.82 Voya 529 Age Option % N/A N/A 0.84 Voya 529 Age Option % N/A N/A 0.80 Voya 529 Age 15 Option % N/A N/A 0.79 Voya 529 Age 16 Option % N/A N/A 0.74 Voya 529 Age 17 Option % N/A N/A 0.68 Voya 529 Age 18+ Option % N/A N/A 0.59 BlackRock Global Allocation Option % N/A N/A 1.05 Columbia Dividend Opportunity Option % N/A N/A 0.93 Columbia Limited Duration Credit Option % N/A N/A 0.76 Northern Small Cap Value Option % N/A N/A 1.19 TIAA-CREF Balanced Option % N/A N/A TIAA-CREF Bond Index Option % N/A N/A TIAA-CREF Equity Index Option % N/A N/A TIAA-CREF International Equity Index Option % N/A N/A TIAA-CREF Principal Protection Option % 0.23 N/A N/A N/A N/A N/A TIAA-CREF Small-Cap Blend Index Option % N/A N/A Voya Corporate Leaders 100 Option % N/A N/A 0.67 Voya Global Perspectives Option % N/A N/A 1.01 Voya GNMA Income Option % N/A N/A 0.83 Voya High Yield Bond Option % N/A N/A 0.86 Voya Intermediate Bond Option % N/A N/A 0.51 Voya Large Cap Growth Option % N/A N/A 0.85 Voya Large Cap Value Option % N/A N/A 0.94 Voya MidCap Opportunities Option % N/A N/A 1.16 Voya Multi-Manager International Equity Option % N/A N/A 1.15 Voya Multi-Manager Mid Cap Value Option % N/A N/A 1.01 Voya SmallCap Opportunities Option % N/A N/A 1.29 VY Clarion Global Real Estate Option % N/A N/A 1.16 VY Templeton Foreign Equity Option % N/A N/A The table in the sub-section entitled Fee structure Examples of investment costs beginning on page 29 is deleted and replaced with the following: Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Voya 529 Aggressive Growth Option A (sold or held) $ ,194 2,029 AR (sold) $ ,687 AR (held) $ ,687 C (sold) $ ,140 2,067 C (held) $ ,140 2,067 6 SUP-WI

33 Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Voya 529 Growth Plus Option Voya 529 Balanced Option Voya 529 Conservative Plus Option Voya 529 Ultra Conservative Option Voya 529 Age 0-4 Option Voya 529 Age 5-8 Option Voya 529 Age 9-10 Option Voya 529 Age Option W (sold or held) $ ,334 A (sold or held) $ ,184 2,008 AR (sold) $ ,664 AR (held) $ ,664 C (sold) $ ,130 2,046 C (held) $ ,130 2,046 W (sold or held) $ ,310 A (sold or held) $ ,169 1,975 AR (sold) $ ,630 AR (held) $ ,630 C (sold) $ ,115 2,013 C (held) $ ,115 2,013 W (sold or held) $ ,275 A (sold or held) $ ,118 1,866 AR (sold) $ ,517 AR (held) $ ,517 C (sold) $ ,063 1,904 C (held) $ ,063 1,904 W (sold or held) $ ,158 A (sold or held) $ ,041 1,701 AR (sold) $ ,344 AR (held) $ ,344 C (sold) $ ,738 C (held) $ ,738 W (sold or held) $ A (sold or held) $ ,194 2,029 AR (sold) $ ,687 AR (held) $ ,687 C (sold) $ ,140 2,067 C (held) $ ,140 2,067 W (sold or held) $ ,334 A (sold or held) $ ,184 2,008 AR (sold) $ ,664 AR (held) $ ,664 C (sold) $ ,130 2,046 C (held) $ ,130 2,046 W (sold or held) $ ,310 A (sold or held) $ ,159 1,954 AR (sold) $ ,608 AR (held) $ ,608 C (sold) $ ,104 1,992 C (held) $ ,104 1,992 W (sold or held) $ ,252 A (sold or held) $ ,169 1,975 AR (sold) $ ,630 AR (held) $ ,630 C (sold) $ ,115 2,013 C (held) $ ,115 2,013 W (sold or held) $ ,275 7 SUP-WI

34 Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Voya 529 Age A (sold or held) $ ,148 1,932 Option AR (sold) $ ,585 AR (held) $ ,585 C (sold) $ ,094 1,970 C (held) $ ,094 1,970 W (sold or held) $ ,229 Voya 529 Age 15 Option A (sold or held) $ ,143 1,921 AR (sold) $ ,574 AR (held) $ ,574 C (sold) $ ,089 1,959 C (held) $ ,089 1,959 W (sold or held) $ ,217 Voya 529 Age 16 Option A (sold or held) $ ,118 1,866 AR (sold) $ ,517 AR (held) $ ,517 C (sold) $ ,063 1,904 C (held) $ ,063 1,904 W (sold or held) $ ,158 Voya 529 Age 17 Option A (sold or held) $ ,087 1,801 AR (sold) $ ,448 AR (held) $ ,448 C (sold) $ ,032 1,838 C (held) $ ,032 1,838 W (sold or held) $ ,087 Voya 529 Age 18+ A (sold or held) $ ,041 1,701 Option AR (sold) $ ,344 AR (held) $ ,344 C (sold) $ ,738 C (held) $ ,738 W (sold or held) $ BlackRock Global A (sold or held) $ ,275 2,200 Allocation Option AR (sold) $ ,865 AR (held) $ ,865 C (sold) $ ,222 2,239 C (held) $ ,222 2,239 W (sold or held) $ ,518 Columbia Dividend A (sold or held) $ ,214 2,072 Opportunity Option AR (sold) $ ,731 AR (held) $ ,731 C (sold) $ ,161 2,111 C (held) $ ,161 2,111 W (sold or held) $ ,380 Columbia Limited A (sold or held) $ ,128 1,888 Duration Credit Option AR (sold) $ ,540 AR (held) $ ,540 C (sold) $ ,073 1,926 C (held) $ ,073 1,926 W (sold or held) $ ,181 Northern Small Cap A (sold or held) $ ,345 2,347 Value Option AR (sold) $ ,018 8 SUP-WI

35 Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs TIAA-CREF Balanced Option TIAA-CREF Bond Index Option TIAA-CREF Equity Index Option TIAA-CREF International Equity Index Option TIAA-CREF Principal Protection Option TIAA-CREF Small-Cap Blend Index Option Voya Corporate Leaders 100 Option Voya Global Perspectives Option Voya GNMA Income Option AR (held) $ ,018 C1 (sold) $ ,292 2,387 C1 (held) $ ,292 2,387 W (sold or held) $ ,677 A (sold or held) $ ,316 AR (sold) $ AR (held) $ C1 (sold) $ ,170 C1 (held) $ ,170 W (sold or held) $ A (sold or held) $ ,374 AR (sold) $ ,003 AR (held) $ ,003 C1 (sold) $ ,229 C1 (held) $ ,229 W (sold or held) $ A (sold or held) $ ,293 AR (sold) $ AR (held) $ C1 (sold) $ ,146 C1 (held) $ ,146 W (sold or held) $ A (sold or held) $ ,305 AR (sold) $ AR (held) $ C1 (sold) $ ,158 C1 (held) $ ,158 W (sold or held) $ (sold or held) $ A (sold or held) $ ,385 AR (sold) $ ,015 AR (held) $ ,015 C1 (sold) $ ,240 C1 (held) $ ,240 W (sold or held) $ A (sold or held) $ ,082 1,790 AR (sold) $ ,437 AR (held) $ ,437 C (sold) $ ,027 1,827 C (held) $ ,027 1,827 W (sold or held) $ ,075 A (sold or held) $ ,255 2,158 AR (sold) $ ,821 AR (held) $ ,821 C (sold) $ ,201 2,196 C (held) $ ,201 2,196 W (sold or held) $ ,472 A (sold or held) $ ,164 1,964 9 SUP-WI

36 Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Voya High Yield Bond Option Voya Intermediate Bond Option Voya Large Cap Growth Option Voya Large Cap Value Option Voya MidCap Opportunities Option Voya Multi-Manager International Equity Option Voya Multi-Manager Mid Cap Value Option Voya SmallCap Opportunities Option AR (sold) $ ,619 AR (held) $ ,619 C (sold) $ ,109 2,002 C (held) $ ,109 2,002 W (sold or held) $ ,264 A (sold or held) $ ,179 1,997 AR (sold) $ ,653 AR (held) $ ,653 C (sold) $ ,125 2,035 C (held) $ ,125 2,035 W (sold or held) $ ,299 A (sold or held) $ ,000 1,612 AR (sold) $ ,251 AR (held) $ ,251 C (sold) $ ,648 C (held) $ ,648 W (sold or held) $ A (sold or held) $ ,174 1,986 AR (sold) $ ,642 AR (held) $ ,642 C (sold) $ ,120 2,024 C (held) $ ,120 2,024 W (sold or held) $ ,287 A (sold or held) $ ,219 2,083 AR (sold) $ ,743 AR (held) $ ,743 C (sold) $ ,166 2,121 C (held) $ ,166 2,121 W (sold or held) $ ,391 A (sold or held) $ ,330 2,316 AR (sold) $ ,986 AR (held) $ ,986 C (sold) $ ,277 2,355 C (held) $ ,277 2,355 W (sold or held) $ ,643 A (sold or held) $ ,325 2,305 AR (sold) $ ,975 AR (held) $ ,975 C (sold) $ ,272 2,345 C (held) $ ,272 2,345 W (sold or held) $ ,631 A (sold or held) $ ,255 2,158 AR (sold) $ ,821 AR (held) $ ,821 C (sold) $ ,201 2,196 C (held) $ ,201 2,196 W (sold or held) $ ,472 A (sold or held) $ 649 1,012 1,395 2, SUP-WI

37 Number of Years You Own Your Shares Option Class 1 Yr 3 Yrs 5 Yrs 10 Yrs VY Clarion Global Real Estate Option VY Templeton Foreign Equity Option AR (sold) $ ,030 2,126 AR (held) $ ,030 2,126 C (sold) $ ,343 2,491 C (held) $ ,343 2,491 W (sold or held) $ ,789 A (sold or held) $ ,330 2,316 AR (sold) $ ,986 AR (held) $ ,986 C (sold) $ ,277 2,355 C (held) $ ,277 2,355 W (sold or held) $ ,643 A (sold or held) $ ,300 2,253 AR (sold) $ ,920 AR (held) $ ,920 C (sold) $ ,247 2,292 C (held) $ ,247 2,292 W (sold or held) $ , SUP-WI

38 Tomorrow s Scholar 529 Plan Supplement No. 7 dated March 31, 2016 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ) and prior supplements as applicable. You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. CHANGES TO THE PROGRAM DESCRIPTION Retroactive to January 2015, the Program Description is changed as follows: The 1 st paragraph in the box next to Qualified withdrawals in the section entitled Program summary is deleted and replaced with the following: Use the account to pay for tuition, room and board, books, supplies, computer hardware, software, internet access and related services, mandatory fees, and equipment required for enrollment at any eligible school in the United States or abroad. The 1 st sentence of the 1 st paragraph of the sub-section entitled Withdrawals Qualified higher education expenses beginning on page 18 is deleted and replaced with the following: Qualified higher education expenses currently include tuition, fees, the cost of computers, hardware, certain software, and internet access and related services, and the cost of books, supplies and equipment required for the enrollment or attendance of a beneficiary at an Eligible Educational Institution, as well as expenses for special needs services in the case of a special needs beneficiary who incurs such expenses in connection with enrollment or attendance at an Eligible Educational Institution. To be treated as qualified higher education expenses, computers, hardware, software, and internet access and related services must be used primarily by the beneficiary while enrolled at an Eligible Educational Institution. Qualified higher education expenses do not include expenses for computer software designed for sports, games, or hobbies unless the software is predominantly educational in nature. The last sentence of the sub-section entitled Tax treatment Federal taxation of contributions and withdrawals Withdrawals beginning on page 20 is deleted and replaced with the following: The proportion of contributions and earnings for each withdrawal is determined by the Advisor based on the relative portions earnings and contributions as of the withdrawal date for the account from which the withdrawal was made. The sub-section entitled Tax treatment Federal taxation of contributions and withdrawals Refunds of Payments of Qualified Higher Education Expenses on page 21 is deleted and replaced with the following: Refunds of Payments of Qualified Higher Education Expenses. If an Eligible Educational Institution refunds any portion of an amount previously withdrawn from an account and treated as a qualified withdrawal, unless you contribute such amount to a qualified tuition program for the same beneficiary not later than 60 days after the date of the refund, you may be required to treat the amount of the refund as a nonqualified withdrawal or taxable withdrawal (depending on the reason for the refund) for federal income tax purposes. Different treatment may apply if the refund is used to pay other qualified higher education expenses of the beneficiary. Effective immediately, the Program Description is changed as follows: The following sentence is added at the end of the sub-section entitled Tax treatment Wisconsin state tax and information Withdrawals on page 23: Any withdrawals taken within 365 days after a contribution has been made to the account must be added to Wisconsin income to the extent the contribution was previously deducted from Wisconsin income, the account balance was less than the withdrawal amount prior to the contribution, and the withdrawal has not otherwise been added back to Wisconsin income. 1 SUP-WI

39 Tomorrow s Scholar 529 Plan Supplement No. 8 dated June 30, 2016 To the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement dated May 1, 2014 This Supplement amends the Tomorrow s Scholar 529 Plan Program Description and Participation Agreement, dated May 1, 2014, (the Program Description ) and prior supplements as applicable. You should review this information carefully and keep it with your current copy of the Program Description. Capitalized terms not defined herein have the meanings set forth in the Program Description. Choosing a Share Class Effective immediately, the following is added to the section entitled Program summary : Choosing a share class You can choose from among several share classes, each with different sales charges and expenses. See Choosing a share class on page 26 for details. If no share class is designated, Class A shares with initial sales charge will be automatically selected In addition, the following is added at the end of the sub-section entitled Fee structure Choosing a share class on page 26 of the Program Description: An account owner must designate a share class on the Application. If no share class is designated, Class A shares with initial sales charge will be automatically selected. Effective immediately, the section entitled Investment performance beginning on page 12 of the Program Description is deleted and replaced with the following: Investment performance and reporting The table below shows the average annual total returns after deducting ongoing fees for each Option as of March 31, The performance data reflects past performance with and without any applicable sales or redemption charges, but does not reflect the $25 annual maintenance fee, which is waived in certain circumstances. If these amounts were reflected, returns would be less than those shown. For comparison purposes, the table also shows the returns for a benchmark index that, as of the date of this Program Description, applies to each Option. The indices are not available for investment and the returns for the indices do not reflect sales charges, fees, brokerage commissions, taxes, or other expenses of investing. To obtain up-to-date performance information for any Option, please visit the Advisor Program s website at or contact your financial advisor. Past performance is not a guarantee of future results. Because Voya Multi-Manager Mid Cap Value Option did not have a full year of operations as of March 31, 2016, no performance information for Voya Multi-Manager Mid Cap Value Option is provided below. Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Age 0-4 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 0-4 Composite Index N/A N/A N/A N/A 9.42 Voya 529 Age 5-8 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 5-8 Composite Index N/A N/A N/A N/A 9.30 Voya 529 Age 9-10 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 9-10 Composite Index N/A N/A N/A N/A SUP-WI

40 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Age Option A N/A N/A N/A N/A /26/2012 Voya 529 Age Composite Index AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/ N/A N/A N/A N/A 7.67 Voya 529 Age Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age Composite N/A N/A N/A N/A 6.85 Index Voya 529 Age 15 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 15 Composite Index N/A N/A N/A N/A 5.73 Voya 529 Age 16 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 16 Composite Index N/A N/A N/A N/A 4.85 Voya 529 Age 17 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 17 Composite Index N/A N/A N/A N/A 4.18 Voya 529 Age 18+ Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Age 18 Composite Index N/A N/A N/A N/A 3.57 Voya 529 Aggressive Growth Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Aggressive Growth N/A N/A N/A N/A 9.42 Composite Index Voya 529 Growth Plus Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Growth Plus Composite Index N/A N/A N/A N/A SUP-WI

41 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 Balanced Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Balanced Composite Index N/A N/A N/A N/A 7.67 Voya 529 Conservative Plus Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Conservative Plus N/A N/A N/A N/A 4.85 Composite Index Voya 529 Ultra Conservative Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Voya 529 Ultra-Conservative N/A N/A N/A N/A 2.55 Composite Index BlackRock Global Allocation Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 BlackRock Global Allocation Index N/A N/A N/A N/A 5.18 Columbia Dividend Opportunity A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 1000 Value Index N/A N/A N/A N/A Columbia Limited Duration Credit A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Barclays U.S. Corporate 1-5 Years N/A N/A N/A N/A 2.01 Index Northern Small Cap Value Option A N/A N/A N/A N/A N/A N/A /24/2014 AR N/A N/A N/A N/A N/A N/A /24/2014 C N/A N/A N/A N/A N/A N/A /24/2014 W N/A N/A N/A N/A N/A N/A /24/2014 Russell 2000 Value Index N/A N/A N/A N/A N/A N/A 0.23 TIAA-CREF Balanced Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/ % Russell 3000 Index/35% Barclays U.S. Aggregate Bond Index N/A N/A N/A N/A SUP-WI

42 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date TIAA-CREF Bond Index Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Barclays U.S. Aggregate Bond Index N/A N/A N/A N/A 2.22 TIAA-CREF Equity Index Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 3000 Index N/A N/A N/A N/A TIAA-CREF International Equity Index A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 MSCI EAFE Index N/A N/A N/A N/A 5.15 TIAA-CREF Principal Protection Option N/A N/A N/A N/A N/A /26/2012 Citigroup 3 Month Treasury Bill Index N/A N/A N/A N/A 0.06 TIAA-CREF Small-Cap Blend Index A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 2000 Index N/A N/A N/A N/A Voya Corporate Leaders 100 Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 S&P 500 Index N/A N/A N/A N/A Voya Global Perspectives Option A N/A N/A N/A N/A N/A N/A /23/2015 AR N/A N/A N/A N/A N/A N/A /23/2015 C N/A N/A N/A N/A N/A N/A /23/2015 W N/A N/A N/A N/A N/A N/A /23/2015 S&P Target Risk Growth Index N/A N/A N/A N/A N/A N/A Voya GNMA Income Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Barclays GNMA Index N/A N/A N/A N/A 2.04 Voya High Yield Bond Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Barclays High Yield Bond - 2% Issuer Constrained Composite Index N/A N/A N/A N/A SUP-WI

43 Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya Intermediate Bond Option A 0.88 N/A N/A N/A N/A N/A N/A /12/2014 AR 0.10 N/A N/A N/A N/A N/A N/A /12/2014 C 0.10 N/A N/A N/A N/A N/A N/A /12/2014 W 1.08 N/A N/A N/A N/A N/A N/A /12/2014 Barclays U.S. Aggregate Bond Index 1.96 N/A N/A N/A N/A N/A N/A 2.68 Voya Large Cap Growth Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 1000 Growth Index N/A N/A N/A N/A Voya Large Cap Value Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 1000 Value Index N/A N/A N/A N/A Voya Mid Cap Opportunities Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell Midcap Growth Index N/A N/A N/A N/A Voya Multi-Manager International A N/A N/A N/A N/A N/A N/A /24/2014 Equity Option AR N/A N/A N/A N/A N/A N/A /24/2014 C N/A N/A N/A N/A N/A N/A /24/2014 W N/A N/A N/A N/A N/A N/A /24/2014 MSCI EAFE Index N/A N/A N/A N/A N/A N/A Voya Small Cap Opportunities Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 Russell 2000 Growth Index N/A N/A N/A N/A VY Clarion Global Real Estate A N/A N/A N/A N/A /26/2012 Option AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 FTSE EPRA/NAREIT Developed Index N/A N/A N/A N/A 8.19 VY Templeton Foreign Equity Option A N/A N/A N/A N/A /26/2012 AR N/A N/A N/A N/A /26/2012 C N/A N/A N/A N/A /26/2012 W N/A N/A N/A N/A /26/2012 MSCI All Country World Ex-U.S. Index N/A N/A N/A N/A Updated performance information is available online at 2 The performance data shown represents past performance. Past performance is not a guarantee of future results. Investment returns and principal value will fluctuate, so that investor s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than performance data cited. 5 SUP-WI

44 Please keep this Program Description and the Participation Agreement with your other records about the Tomorrow s Scholar 529 Plan, which is offered by the State of Wisconsin. You should read and understand this Program Description before you make contributions. You should rely only on the information contained in this Program Description and the attached Participation Agreement. No person is authorized to provide information that is different from the information contained in this Program Description and the attached Participation Agreement. The information in this Program Description is subject to change without notice. This Program Description does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of a security in the Tomorrow s Scholar 529 Plan by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. If you or your intended beneficiary reside in a state other than Wisconsin or have taxable income in a state other than Wisconsin, it is important for you to note that if that state has established a qualified tuition program under Section 529 of the Internal Revenue Code (a 529 Plan ), such state may offer favorable state tax or other benefits that are available only if you invest in that state s 529 Plan. You should consult with a qualified advisor or review the offering documents for that state s 529 Plan to find out more about any such benefits (including any applicable limitations) and to learn how they may apply to your specific circumstances. Those benefits, if any, should be one of the many appropriately weighted factors you consider before making a decision to invest in the Tomorrow s Scholar 529 Plan. An account in the Tomorrow s Scholar 529 Plan should be used only to save for qualified higher education expenses of a designated beneficiary. Such accounts are not intended for use, and should not be used, by any taxpayer for the purpose of evading federal or state taxes or tax penalties. The tax information contained in this Program Description was written to support the promotion and marketing of the Tomorrow s Scholar 529 Plan and was neither written nor intended to be used, and cannot be used, by any taxpayer for the purpose of avoiding federal or state taxes or tax penalties. Taxpayers should consult with a qualified advisor to seek tax advice based on their own particular circumstances. None of the State of Wisconsin, the Wisconsin Department of Administration, the Wisconsin College Savings Program Board, the Wisconsin College Savings Program (including the Tomorrow s Scholar 529 Plan), the Federal Deposit Insurance Corporation, nor any other government agency or entity, nor any of the service providers to the Tomorrow s Scholar 529 Plan insure any account or guarantee any rate of return or any interest on any contribution to the Tomorrow s Scholar 529 Plan. Participation in the Tomorrow s Scholar 529 Plan does not guarantee that contributions and the investment return on contributions, if any, will be adequate to cover future tuition and other higher education expenses or that a designated beneficiary will be admitted or permitted to continue to attend an institution of higher education. On May 1, 2014, ING U.S. Investment Management changed its name to Voya Investment Management, and current ING funds/options will rename into Voya or VY.

45 Program Description statement Before making any contributions to the Tomorrow s Scholar 529 Plan (the Advisor Program ), please read and understand the program description and participation agreement ( Program Description ), including any supplements that may be issued from time to time. These documents contain important information about the Advisor Program, including information about investment risks, and should be retained for future reference. The information contained in this Program Description is considered to be accurate as of the date on the front cover and is subject to change without notice, and neither delivery of this Program Description nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Advisor Program or the Advisor Program manager since the date of this Program Description. The Wisconsin Department of Administration has entered into a management agreement with TIAA-CREF Tuition Financing, Inc. ( TFI ). TFI subcontracted to Voya Investments Distributor, LLC ( VID ) and Voya Funds Services, LLC and certain affiliates (collectively Voya or the Advisor Program Manager ) whereby Voya and other parties would provide for the management, administration, distribution, recordkeeping, and certain administrative services to the Advisor Program. No dealer, broker, salesperson, or other person has been authorized by the State of Wisconsin (the State ), Wisconsin College Savings Program Board (the Board ), TFI, or Voya to give any information or to make any representations other than those contained in this Program Description, and, if given or made, such other information or representations must not be relied upon as having been authorized by the State, Board, TFI, or Voya. Pursuant to exemptions from registration available for securities issued by a public instrumentality of a state, no security issued by the Advisor Program has been registered with or approved by the United States Securities and Exchange Commission ( SEC ) or any state securities commission. This Program Description is not intended to constitute, nor does it constitute, legal or tax advice. It was developed to support the promotion and marketing of the Advisor Program and cannot be relied upon for purposes of avoiding the payment of federal tax penalties. You should seek tax advice from an independent tax advisor based on your own particular circumstances. This Program Description is intended to substantially comply with the Disclosure Principles Statement No. 5 adopted by the College Savings Plan Network, an affiliate of the National Association of State Treasurers, on May 3, The Advisor Program s offering materials consist of the Program Description and Participation Agreement, including any supplements. For residents and/or taxpayers of states other than Wisconsin: Other 529 plans may offer you state tax and other benefits that are not available to you if you participate in the Advisor Program. In particular, if you are a resident of, or pay taxes to, a state other than Wisconsin, that other state may offer you favorable state tax treatment or other benefits only if you invest in a 529 plan offered by that state. State-based benefits should be one of many appropriately weighted factors to be considered in making an investment decision. Therefore, please consult with your financial, tax, or other advisor and legal counsel regarding how such state-based benefits (including limitations) would apply to your specific circumstances prior to investing in the Advisor Program. Additionally, you may wish to consult your home state or any other 529 college savings plan to learn more about its features, benefits, and limitations. The Advisor Program s investment options ( Options ) (as described in Investment options on page 8), the securities held by the Options, and securities issued by the Advisor Program (for example, your investment in an Option) are not insured or guaranteed by the United States; the Federal Deposit Insurance Corporation; the State; the Board; any agency or instrumentality of the federal government or of the State; any underlying mutual funds or other issuers of securities held by the Options; TFI, Voya, or any of their affiliates; any agent, representative, or subcontractor retained in connection with the Advisor Program; or any other person. Account values can vary based on the Option s performance and market conditions and may be more or less than the amount invested. In addition to the Advisor Program, the state of Wisconsin also offers the Edvest College Savings Plan ( Edvest ), a 529 plan sold directly to investors. Edvest is not described in this Program Description, may offer different investment options including different underlying funds with different investment advisers or sub-advisers; different benefits; and may be marketed differently than the Advisor Program. Edvest may also assess different fees, withdrawal penalties, and sales commissions, if any, relative to those assessed by the Advisor Program. Offering materials for Edvest are available online at following summary is qualified in its entirety by reference to the Program Description. 1

46 Program summary Minimum initial contribution Minimum subsequent contribution Maximum contribution limit Residency requirement Beneficiary age limit School eligibility Federal tax benefits Wisconsin tax benefits Qualified withdrawals Investment options Program expenses and fees Program and investment risks Investment performance Change in investment selection Contact information $250, waived for an Automatic Investment Plan or payroll direct deposit making $25 or more monthly payments. $25 See Contributions on page 5 for details. $330,000 See Maximum contribution on page 7 for details. None None the designated beneficiary may be any age, from newborn to adult. Savings may be used at any eligible postsecondary school in the United States or abroad. Earnings accrue free of federal income tax. Qualified withdrawals are not subject to federal income tax or an additional 10% tax. No federal gift tax on contributions of up to $70,000 (single filer) and $140,000 (married couple) if prorated over 5 years. Contributions are generally considered completed gifts to the beneficiary for federal gift and estate tax purposes. See Tax treatment on page 20 for details. Wisconsin tax benefits related to the Advisor Program are available only to Wisconsin taxpayers. Contributors may reduce their Wisconsin taxable income up to a maximum of $3,050 per year. An incoming rollover from another qualified tuition program qualifies as a contribution eligible for the Wisconsin reduction. Qualified withdrawals are not subject to Wisconsin income tax. See Wisconsin state tax and information on page 22 for details. Use the account to pay for tuition, room and board, books, supplies, mandatory fees, and equipment required for enrollment at any eligible school in the United States or abroad. See Qualified withdrawals on page 18 for details. Account owners can choose among 39 Options, including age-based options, static options, and single fund options investing in Voya mutual funds and mutual funds managed by Baillie Gifford Overseas Ltd. ( Baillie Gifford ), Blackrock Financial Management Inc. ( BlackRock ), CBRE Clarion Securities LLC ( Clarion ), Columbia Management Investment Advisers, LLC ( Columbia ), Delaware Investments Fund Advisors ( Delaware ), J.P. Morgan Investment Management Inc. ( JPMorgan ), Lazard Asset Management LLC ( Lazard ), LSV Asset Management ( LSV ), Northern Trust Investments, Inc. ( Northern ), Pacific Investment Management Company LLC ( PIMCO ), RBC Global Asset Management ( RBC ), Teachers Advisors, Inc. ( TIAA-CREF ), T. Rowe Price Associates Inc. ( T. Rowe Price ), Templeton Investment Counsel, LLC ( Templeton ), and Wellington Management Company, LLP ( Wellington ) ). See Investment options on page 8 for details. See Fee structure on page 23 for details. See Program and Option risks on page 33 for details. See Investment performance on page 12 for details. Once an Option selection has been made, federal tax law allows an account owner to change the investment selection once per calendar year and at any time a change in the designated beneficiary of the account is made. See Investment direction on page 16 for details. Tomorrow s Scholar c/o Voya Investment Management P.O. Box 9883 Providence, RI

47 Table of Contents Program Description statement... 1 Program summary... 2 Introduction... 4 The application process... 4 Contributions... 5 Methods of contribution... 5 Required information upon certain contributions to the Advisor Program... 6 Maximum contribution... 7 Excess contributions... 7 Contribution policies and fees... 7 Ownership of contributions and earnings... 7 UGMA/UTMA custodial accounts... 8 Joint account ownership... 8 Change of account owner... 8 Investment options... 8 Static Allocation Options... 9 Static Allocation Options Aged-Based Options Single Fund Options Investment performance Investment direction Investment policies Withdrawals Methods for withdrawals Qualified withdrawals Other withdrawals Tax treatment Federal taxation of contributions and withdrawals Anticipated future regulations Wisconsin state tax and information Fee structure Service and transaction fees Annual asset-based fees Accounts opened through a financial advisor Compensation to dealers and servicing agents Approximate cost of $10,000 investment Other important considerations Tax considerations Creditor protection Program and Option risks Underlying funds details Underlying funds risks Other information Continuing disclosure Contact information Participation agreement Privacy: Important Notice

48 Introduction Tomorrow s Scholar 529 Plan (the Advisor Program ) is part of the college savings program created by 1995 Wisconsin Act 403, which was amended by 1999 Wisconsin Act 44, 2005 Wisconsin Act 479, and 2011 Wisconsin Act 32 (the Act ). It is intended to constitute a qualified tuition program under Section 529 of the U.S. Internal Revenue Code of 1986, as amended from time to time, and any regulations and other guidance issued thereunder (collectively referred to as Section 529 ). The Advisor Program represents a new combination of what had previously been two Wisconsin advisor-sold 529 programs, the Edvest (Advisor-Sold) Plan and tomorrow s scholar College Savings Plan. The Advisor Program is designed as a savings vehicle for qualified higher education expenses. Interests in the Advisor Program are municipal fund securities issued by the Wisconsin College Savings Program Trust Fund (the Wisconsin Trust ). The Advisor Program is administered by the State. Oversight of the Advisor Program and its assets is provided by the Board. Effective at close of business on October 26, 2012, all pre-existing advisor-sold accounts in the prior programs were transferred to the new Advisor Program Options. The college savings plan offered directly to the residents of Wisconsin continues under the brand Edvest. The Board has administrative and oversight authority for the Advisor Program. The Board was established by the Act and consists of five ex officio members, including the secretary of the Department of Administration, the president of the Board of Regents of the University of Wisconsin System, the president of the Wisconsin Association of Independent Colleges and Universities, the chairperson of the State Investment Board, the president of the Wisconsin Technical College System Board, and six public members. The ex officio members may appoint designees to serve in their place. Except for the initial members, public members are appointed by the governor for four-year terms. Voya provides, directly or through affiliates and subcontractors, investment management, marketing, administration, and recordkeeping services. Voya has designated BNY Mellon Investment Servicing (US) Inc. ( BNYM or Transfer Agent ), to provide transfer agency and recordkeeping services for the Advisor Program. All references to the receipt or processing of transaction and maintenance requests throughout this Program Description refer, as applicable, to the receipt and processing of such requests by the Transfer Agent. VID is the primary distributor of interests in the Advisor Program. In reliance on an exception provided by the federal securities laws, the Wisconsin Trust is not registered with the U.S. Securities and Exchange Commission ( SEC ) SEC as an investment company. In addition, interests in the Advisor Program are units in the Wisconsin Trust that are exempt from the registration requirements of the federal securities laws, although they are subject to regulation as municipal fund securities. Neither the SEC nor any state securities commission has determined whether this Program Description is accurate or complete, nor have they made any determination as to whether anyone should purchase Wisconsin Trust units. Any representation to the contrary is a criminal offense. The application process To participate in the Advisor Program, each prospective account owner, or two individuals as joint owners, must be either a natural person of legal age or another legal entity with the authority to open an account for the designated beneficiary. The prospective account owner must complete and sign an account application. At the time of enrollment, the account owner must designate a beneficiary for the account. 1 There may be only one designated beneficiary per account. The designated beneficiary is not required to be related to the account owner. One account owner may have multiple accounts for the same or different beneficiaries. An account owner may name a successor account owner to assume control of the account in the event of the original account owner s death. A valid Social Security number (or taxpayer identification number) must be provided for the account owner, the successor account owner, and the designated beneficiary. (See Personal information below.) At the time of enrollment, the account owner must choose an Option for the account. This selection may be changed periodically, subject to some restrictions (see Investment direction on page 16). The account owner maintains control over the account and is responsible for directing investments to the extent permitted by law, whether contributed by the account owner or by another person, and withdrawals. The designated beneficiary has no control over the assets of the account and may not direct withdrawals from the account. 1 Certain exceptions apply for eligible scholarship programs. Call Voya at for more information. 4

49 The custodian for a minor under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act (UGMA/UTMA) may open an account that is subject to additional limitations, such as the inability to change the designated beneficiary and certain restrictions on withdrawals (see UGMA/UTMA custodial accounts on page 8). A custodian should consult his or her tax advisor for additional information concerning these restrictions before opening an account. Personal information: Voya acts in accordance with a customer identification program and obtains certain personal information from the account owner in order to verify the account owner s identity. If the account owner does not provide the following information as requested on the account application full name, date of birth (if applicable), Social Security number or taxpayer identification number, and street address Voya may refuse to open the account. If reasonable efforts to verify this information are unsuccessful, Voya may take certain actions on the account without prior notice to the account owner, including rejecting contribution requests, suspending account services, or closing the account. Option shares redeemed as a result of closing an account will be valued at the net asset value calculated at the next close of business of the New York Stock Exchange ( NYSE ) after Voya decides to close the account and the risk of market loss and any tax implications as a result of the liquidation will be the account owner s responsibility. Contributions Except as otherwise noted, the minimum initial contribution to the Advisor Program is $250. Contributions may only be made in cash form by check, Automatic Investment Plan, payroll direct deposit (including government allotments), electronic funds transfer, or federal wire. The Advisor Program does not accept cash, checks drawn on banks outside the United States, starter checks, or credit card checks and may elect not to accept third-party checks. No securities will be accepted as contributions. VID has the right to waive initial investment minimums at any time. Who may contribute Anyone (including your friends and family) may make a contribution to your account. However, there may be gift or other adverse tax consequences to the contributor and/or the account owner. A person, other than the account owner, who contributes to an account, will not retain any rights with respect to such contribution. For example, only the account owner may give investment instructions for contributions or request withdrawals from the account. Methods of contribution A program of regular investment cannot assure a profit or protect against a loss in a declining market. Contributions by check An account owner making an initial contribution by check or money order must send an initial minimum contribution of $250 with his or her account application. The check must be made payable to Tomorrow s Scholar. There is currently no restriction on who may contribute to an account. Subsequent contributions must be at least $25. Please note that the minimum initial contribution is waived for accounts opened with an AIP or payroll direct deposit. Automatic Investment Plan ( AIP ) The account owner may authorize the Advisor Program to perform periodic automated debits from a checking or savings account at another financial institution to contribute to his or her account. To initiate an AIP, the account owner must: (1) complete the AIP section of the account application and submit a voided check or savings account deposit slip; (2) submit an Account Change Request form and a voided check or savings account information after the account has been established; or (3) make a change to an AIP via online access at Automated contributions must be at least $25 per Option. An authorization to perform automated periodic contributions will remain in effect until the Advisor Program has received notification of its termination. The account owner or the Advisor Program may terminate the AIP at any time. Requests for changes to, or termination of, an AIP must be received at least two business days before the day of the month that the AIP is regularly scheduled to occur. There is no charge for establishing an AIP. Direct deposits from payroll An account owner may be eligible to make automatic, periodic contributions to his or her account by payroll direct deposit, including direct deposit from government allotments (for example, Social Security or the military). The minimum initial and subsequent payroll direct deposit contribution is $25 per Option. Contributions by payroll direct deposit will only be permitted from employers able to meet the Transfer Agent s operational and administrative requirements for 529 program payroll contributions, including those employers offering a Group 529 program. In order to enroll in the Advisor Program via Direct Deposits (Payroll Deduction), please forward the Payroll/Direct Deposit Authorization Form, which can be downloaded at 5

50 Electronic Funds Transfer ( EFT ) The account owner may authorize the Advisor Program to withdraw funds by EFT from a checking or savings account by calling an account representative at or by using the online account access services at To establish the EFT option, an account owner must either: (1) select it on the new account application and submit a voided check or savings account information; or (2) submit an Account Change Request form and a voided check or savings account information after the account has been established. Rollover contributions Rollover contributions to an account must be accompanied by the appropriate form, as well as any other information required by the Advisor Program (see Required information upon certain contributions to the Advisor Program on page 6). In general, rollovers must be made by direct transfer from an account in another qualified tuition program or by a withdrawal of funds from an account in another qualified tuition program followed within 60 days of that withdrawal by a contribution of those funds, in either case, into an account for (i) the same designated beneficiary or (ii) a new designated beneficiary who is a member of the family (see Member of the family on page 17) of the original designated beneficiary. A rollover for the benefit of the same designated beneficiary may be made only once within 12 months of a previous rollover for that designated beneficiary without adverse tax consequences. In other cases, the rollover may be considered a nonqualified withdrawal subject to all applicable federal and state taxes, including the additional 10% federal tax on earnings. Such transfer will be permitted only to the extent that the aggregate balance of all accounts under the Wisconsin Trust for the new beneficiary, including the amount of such transfer, would not exceed the maximum account limit. See Maximum contribution below. For information regarding transfers between 529 plans sponsored by the State, see Investment direction on page 16. A rollover from an existing class A share in another 529 plan is eligible for a rollover contribution to a class AR share of an Option. If a rollover contribution of at least $25,000 is made to the Advisor Program from another state s 529 Plan and a rollover fee is charged, VID will reimburse the rollover fee charged (up to $75 per rollover) by the previous 529 Plan. VID will not reimburse the account for other charges imposed, such as contingent deferred sales charges, finder s fees, or annual account charges. The amount of the reimbursement will be credited to the account into which the rollover contribution is made and the reimbursement will be treated as a contribution by the account owner to the account. You may wish to consult your tax advisor regarding any potential tax implications related to such reimbursement. In order to receive the reimbursement, a copy of a statement showing the fee must be provided to VID. VID reserves the right to discontinue the reimbursement program at any time. Automated dollar cost averaging ( DCA ) program By selecting the DCA program, the account owner may make a lump sum contribution to the TIAA-CREF Principal Protection Option and, at the time of the lump sum contribution, designate automatic contributions on a monthly, quarterly, semi-annual, or annual basis to other Options offered by the Advisor Program. To enroll in this program, your total initial contribution to the TIAA-CREF Principal Protection Option must be at least $5,000, and the amount of your automatic contribution must be at least $500 per account. These automatic contributions are not considered reallocations for purposes of the once per calendar year limitation on investment reallocations generally, if specified at the time the lump sum contribution is made. Stopping or changing the automatic contribution instructions with respect to prior contributions still remaining in the TIAA-CREF Principal Protection Option will constitute a reallocation for purposes of the once per calendar year limitation (see Investment direction on page 16 for details). The automatic contributions will be made on a date selected by the account owner or if such day is not a business day, on the next succeeding business day and will continue until the investment in the TIAA-CREF Principal Protection Option is depleted. Since the dollar cost averaging program involves regular transfers from the TIAA-CREF Principal Protection Option regardless of fluctuating price levels of its Underlying Fund and resulting fluctuation of the Option s Net Asset Value, account owners should consider their financial ability to continue to invest the automatic contributions in other Options through period of declining price levels. Required information upon certain contributions to the Advisor Program When making a contribution to the Advisor Program using assets previously invested in a Coverdell Education Savings Account ( ESA ), a qualified U.S. savings bond, or another qualified tuition program, the contributor must indicate the source of the contribution and provide Voya with the following documentation, as applicable: In the case of a contribution from an ESA, an account statement issued by the financial institution that acted as custodian of the ESA that shows basis and earnings in the ESA. 6

51 In the case of a contribution from the redemption of a qualified U.S. Savings Bond, an account statement or Form 1099-INT issued by the financial institution that redeemed the bond showing interest from the redemption of the bond. In the case of a rollover contribution from another qualified tuition program, a statement issued by the distributing program that shows the earnings portion of the distribution. In the case of any direct transfer between qualified tuition programs, the distributing program must provide the Advisor Program a statement that sets forth this information. Until the Advisor Program receives the documentation described above, as applicable, the Advisor Program will treat the entire amount of the contribution as earnings. Maximum contribution Contributions to an account will not be permitted to the extent that the contribution would cause the aggregate balance of all Wisconsin Trust accounts for the same designated beneficiary to exceed the maximum allowable contribution limit, currently $330,000. The maximum allowable contribution limit is based on the aggregate market value of the account(s) for a designated beneficiary at the time of contribution, not on the aggregate contributions made to accounts. Accounts that have reached the maximum allowable contribution limit may continue to increase in value due to market fluctuation. Pursuant to Section 529, the Board is required to set the maximum allowable contribution limit for all Wisconsin Savings Program accounts for a designated beneficiary. The Board expects to evaluate the maximum allowable contribution limit annually but reserves the right to make adjustments more or less frequently. Information concerning the current maximum allowable contribution limit may be obtained through Voya. It is possible that federal law might impose different limits on maximum allowable contributions in the future. Excess contributions The Advisor Program will not accept any contribution to the extent that the contribution causes the maximum allowable contribution limit to be exceeded. Excess contributions will be returned to the contributor. Contribution policies and fees Following receipt of any contributions, the Advisor Program reserves the right, subject to applicable law, not to allow withdrawals of those contributions (or their equivalent) for up to seven calendar days. Voya may impose a fee on any check, AIP investment, or telephone purchase via EFT returned unpaid by the financial institution upon which it is drawn, which may be deducted from the account. See Service and transaction fees on page 23. A confirmation statement that verifies the amount of a contribution and a description of the Option(s) (as defined in Investment options on page 8) in which shares were purchased will be provided to the account owner following each transaction (except for automatic investment purchases and dividend reinvestments). If an error has been made in the amount of the contribution or the Option used is not what the account owner selected on the account application, the account owner has 60 days from the date of the statement to notify Voya of the error. Voya uses reasonable procedures to confirm that transaction requests are genuine. Voya may be responsible if it does not follow these procedures. The account owner may be responsible for losses resulting from fraudulent or unauthorized instructions received by Voya, provided that Voya reasonably believes the instructions were genuine. To safeguard your account, please keep your information confidential. Contact Voya immediately if you believe that there is a discrepancy between a transaction you performed and the confirmation statement you received, or if you believe that someone has obtained unauthorized access to your account. A contribution may be refused or rejected, in whole or in part, if it appears to be an abuse of the Advisor Program. Contributions to an Option are invested in accordance with the investment policy established by the Board. The Board reserves the right to change the investment policy for the Advisor Program at any time. Ownership of contributions and earnings Although contributions to an account can be made by anyone, the account owner retains ownership and control of all contributions, as well as all earnings credited to the account up to the date they are directed for disbursement. A designated beneficiary or contributor who is not the account owner has no control over any of the account assets. 7

52 UGMA/UTMA custodial accounts The custodian of an account established or being opened under a state s Uniform Gifts to Minors Act (UGMA) or Uniform Transfers to Minors Act (UTMA) may open an account in his or her custodial capacity. These types of accounts involve additional restrictions that do not apply to regular Advisor Program accounts. A custodian who uses UGMA/UTMA funds to establish an account must indicate that the account is custodial by checking the appropriate box on the account application. Voya, the underlying mutual funds, the Board, the State, nor the Advisor Program will be liable for any consequences related to a custodian s improper use, transfer, or characterization of custodial funds. A UGMA/UTMA custodian must establish an account in his or her custodial capacity separate from any accounts he or she may hold in his or her individual capacity in order to contribute UGMA/UTMA assets. In general, UGMA/UTMA custodial accounts are subject to the following additional requirements and restrictions: The custodian will not be able to change the designated beneficiary of the account; The custodian will not be permitted to change the account owner to anyone other than a successor custodian during the term of the custodial account under applicable UGMA/UTMA law; and The custodian must notify Voya when the custodianship terminates and the designated beneficiary is legally entitled to take control of the account. At that time, the designated beneficiary will become the account owner and will become subject to the provisions of the Advisor Program applicable to non-ugma/utma account owners. Also, custodians or designated beneficiaries will need to complete certain forms at that time to document the termination of the custodianship. In addition, certain tax consequences described herein may differ in the case of accounts opened by a custodian under applicable UGMA/UTMA law. Joint account ownership Joint account ownership is available. The name and Social Security Number of the primary account owner will be used for Internal Revenue Service ( IRS ) reporting purposes. Each account owner should consult their tax advisor regarding the proper treatment of any IRS reporting made by the Advisor Program. Account statements, transaction confirmations, and Disclosure Statements and supplements, as well as correspondence from the 529 Plan will be mailed to the address on file for the primary account owner. You can choose to have duplicate account statements sent to the joint account owner at another address, as an interested party, by completing the appropriate form. Change of account owner An account owner may designate a successor account owner (to the extent permissible under applicable law) to succeed to all of the current account owner s rights, title, and interest in an account (including the right to change the designated beneficiary) upon the incapacity or death of the current account owner. Such designation must either be on the original account application or submitted separately in writing and is not effective until it is received and accepted by Voya. An account owner may add, change, or revoke the designation of a successor account owner by submitting an Account Change Request form (for regular accounts) or a Designation of Successor Custodian form (for UGMA/UTMA accounts). All other requests to transfer ownership to a successor account owner must be submitted in writing. Please contact Voya at for information needed to complete the change of ownership. Investment options An account owner has 39 Options to choose from, including 9 Static Allocation Options, 9 Age-Based Options, and 21 Single Fund Options. Contributions go toward purchasing shares of the selected Option. With the exception of the Single Fund Options, only one Option may be selected for an account; however, account owners may open multiple accounts for the same or a different beneficiary. The Options are intended to achieve their investment objectives through investments in one or more stock or bond mutual funds or other investments. Because these underlying investments have different objectives, they are selected to complement each other and assist in the diversification of the Options. Certain Options offer different asset allocation mixes because investors have different needs, time frames, and risk tolerances. Ongoing monitoring of the Options and underlying investments is an important component of the Board s oversight role. The Board has a monitoring policy and procedures that allows it to take action if it is not satisfied with specific aspects of an Option s or underlying investment s performance and/or activities. These procedures are designed to take place in sequential order, to provide ample information and feedback to the Board before any significant changes are implemented. Information on the policy or investments under review, if any, may be obtained by calling

53 6933. The Options and the underlying investments may be changed without the approval of account owners or beneficiaries. The Board may also hire new or additional program managers in the future to manage all or part of the Advisor Program s assets without the approval of account owners or beneficiaries. The Advisor Program s Options, the securities held by the Options, and securities issued by the Advisor Program (for example, your investment in an Option) are not insured or guaranteed by the United States; the Federal Deposit Insurance Corporation; the State; the Board; any agency or instrumentality of the federal government or of the State; any underlying mutual funds or other issuers of securities held by the Options; Voya, or any of its affiliates; any agent, representative, or subcontractor retained in connection with the Advisor Program; or any other person. Account values can vary based on an Option s performance and market conditions and may be more or less than the amount invested. The Options and the underlying investments may be changed without the approval of account owners or beneficiaries. Static Allocation Options If an account owner selects one of the static allocation Options, contributions are invested in an Option with a specific investment strategy. The percentages of assets allocated to stock and bond funds generally will not vary over time. Instead, investment allocations remain fixed, unless modified by the Board. Such modifications may be made without prior notice to account owners or beneficiaries. Each Option seeks to obtain its objectives by investing primarily in Voya mutual funds and mutual funds managed by Baillie Gifford, BlackRock, Clarion, Delaware, JPMorgan, Lazard, LSV, PIMCO, RBC, T. Rowe Price, and Wellington that the Board has selected. Contributions to an account stay in the chosen Option until disbursement or until an account owner otherwise changes Options (see Investment direction on page 16). All Options available as Static Allocation Options are also available for investment through the Age-Based Option. The following are the Static Allocation Options: Voya 529 Aggressive Growth Option Voya 529 Growth Plus Option Voya 529 Growth Option Voya 529 Moderate Growth Option Voya 529 Moderate Option Voya 529 Moderate Conservative Option Voya 529 Conservative Plus Option Voya 529 Conservative Option Voya 529 Ultra Conservative Option Voya 529 Aggressive Growth Option invests primarily in aggressive investments, seeking capital appreciation. Voya 529 Growth Plus Option invests in a combination of aggressive and conservative investments, seeking both capital appreciation and income with an emphasis on growth. Voya 529 Growth Option invests in a more conservative combination of aggressive and conservative investments than the Voya 529 Growth Plus Option and seeks both capital appreciation and income with an emphasis on growth. Voya 529 Moderate Growth Option seeks both capital appreciation and income by investing in a combination of aggressive and conservative investments. Voya 529 Moderate Option invests in a combination of conservative and aggressive investments, seeking a balance of protection of principal and capital appreciation. Voya 529 Moderate Conservative Option invests in conservative investments but also invest in some aggressive investments, seeking a balance of protection of principal with the opportunity for capital appreciation. Voya 529 Conservative Plus Option invests primarily in conservative investments, seeking a balance of protection of principal with the opportunity for capital appreciation. Voya 529 Conservative Option seeks current income while preserving capital and liquidity. Voya 529 Ultra Conservative Option invests primarily in conservative investments seeking protection of principal. Please note that while the Voya 529 Ultra Conservative Option seeks to preserve the value of your investment, it is possible to lose money by investing in the Option. 9

54 Following are the allocations of the underlying investments for each Option. See Program and Option risks on page 33 and Underlying funds details on page 35 for more detailed information regarding the objectives of the underlying funds and the related risks of investing in these funds. Static Allocation Options Voya 529 Aggressive Growth Option Voya Corporate Leaders 100 Fund 10.0% Voya U.S. Stock Index Portfolio 10.0% Voya Large Cap Growth Portfolio 13.0% Voya Large Cap Value Fund 13.0% Voya Mid Cap Opportunities Fund 5.5% Voya Multi-Manager Mid Cap Value Fund 5.5% Voya Small Company Fund 5.0% Voya Multi-Manager International Equity Fund 18.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Emerging Markets Index Portfolio 2.0% Voya Global Real Estate Fund 4.0% Voya Intermediate Bond Fund 8.0% Voya Global Bond Fund 2.0% Voya 529 Growth Plus Option Voya Corporate Leaders 100 Fund 9.5% Voya U.S. Stock Index Portfolio 9.5% Voya Large Cap Growth Portfolio 13.0% Voya Large Cap Value Fund 13.0% Voya Mid Cap Opportunities Fund 4.5% Voya Multi-Manager Mid Cap Value Fund 4.5% Voya Small Company Fund 5.0% Voya Multi-Manager International Equity Fund 16.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Emerging Markets Index Portfolio 2.0% Voya Global Real Estate Fund 4.0% Voya Intermediate Bond Fund 10.0% Voya High Yield Bond Fund 1.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 2.0% Voya 529 Growth Option Voya Corporate Leaders 100 Fund 8.0% Voya U.S. Stock Index Portfolio 8.0% Voya Large Cap Growth Portfolio 10.0% Voya Large Cap Value Fund 10.0% Voya Mid Cap Opportunities Fund 4.0% Voya Multi-Manager Mid Cap Value Fund 4.0% Voya Small Company Fund 4.0% Voya Multi-Manager International Equity Fund 14.0% Voya Multi-Manager Emerging Markets Equity Fund 4.0% Voya Emerging Markets Index Portfolio 1.0% Voya Global Real Estate Fund 3.0% VY PIMCO Bond Portfolio 2.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 1.0% Voya High Yield Bond Fund 2.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 3.0% Voya 529 Moderate Growth Option Voya Corporate Leaders 100 Fund 7.5% Voya U.S. Stock Index Portfolio 7.5% Voya Large Cap Growth Portfolio 10.0% Voya Large Cap Value Fund 10.0% Voya Mid Cap Opportunities Fund 3.5% Voya Multi-Manager Mid Cap Value Fund 3.5% Voya Small Company Fund 4.0% Voya Multi-Manager International Equity Fund 12.0% Voya Multi-Manager Emerging Markets Equity Fund 3.0% Voya Emerging Markets Index Portfolio 1.0% Voya Global Real Estate Fund 3.0% VY PIMCO Bond Portfolio 5.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 1.0% Voya High Yield Bond Fund 2.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 3.0% VY BlackRock Inflation Protected Bond Portfolio 2.0% Voya 529 Moderate Option Voya Corporate Leaders 100 Fund 6.5% Voya U.S. Stock Index Portfolio 6.5% Voya Large Cap Growth Portfolio 8.0% Voya Large Cap Value Fund 8.0% Voya Mid Cap Opportunities Fund 3.0% Voya Multi-Manager Mid Cap Value Fund 3.0% Voya Small Company Fund 4.0% Voya Multi-Manager International Equity Fund 10.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya Emerging Markets Index Portfolio 1.0% Voya Global Real Estate Fund 3.0% VY PIMCO Bond Portfolio 10.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 3.0% Voya High Yield Bond Fund 3.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 3.0% VY BlackRock Inflation Protected Bond Portfolio 4.0% Voya 529 Moderate Conservative Option Voya Corporate Leaders 100 Fund 5.5% Voya U.S. Stock Index Portfolio 5.5% Voya Large Cap Growth Portfolio 6.0% Voya Large Cap Value Fund 6.0% Voya Mid Cap Opportunities Fund 3.0% Voya Multi-Manager Mid Cap Value Fund 3.0% Voya Small Company Fund 2.0% Voya Multi-Manager International Equity Fund 8.0% Voya Multi-Manager Emerging Markets Equity Fund 2.0% Voya Emerging Markets Index Portfolio 1.0% Voya Global Real Estate Fund 3.0% VY PIMCO Bond Portfolio 12.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 9.0% Voya High Yield Bond Fund 4.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 3.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya 529 Conservative Plus Option Voya Corporate Leaders 100 Fund 5.0% Voya U.S. Stock Index Portfolio 5.0% Voya Large Cap Growth Portfolio 5.0% Voya Large Cap Value Fund 5.0% Voya Mid Cap Opportunities Fund 2.0% Voya Multi-Manager Mid Cap Value Fund 2.0% Voya Multi-Manager International Equity Fund 7.0% Voya Multi-Manager Emerging Markets Equity Fund 1.0% Voya Emerging Markets Index Portfolio 1.0% Voya Global Real Estate Fund 2.0% VY PIMCO Bond Portfolio 8.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 21.0% 10

55 Voya High Yield Bond Fund 5.0% Voya Floating Rate Fund 2.0% Voya Global Bond Fund 4.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya 529 Conservative Option Voya Corporate Leaders 100 Fund 5.5% Voya U.S. Stock Index Portfolio 5.5% Voya Large Cap Growth Portfolio 4.0% Voya Large Cap Value Fund 4.0% Voya Mid Cap Opportunities Fund 1.0% Voya Multi-Manager Mid Cap Value Fund 1.0% Voya Multi-Manager International Equity Fund 4.0% VY PIMCO Bond Portfolio 7.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 30.0% Voya High Yield Bond Fund 5.0% Voya Floating Rate Fund 3.0% Voya Global Bond Fund 5.0% VY BlackRock Inflation Protected Bond Portfolio 5.0% Voya 529 Ultra Conservative Option Voya Corporate Leaders 100 Fund 5.0% Voya U.S. Stock Index Portfolio 5.0% VY PIMCO Bond Portfolio 10.0% Voya Intermediate Bond Fund 20.0% Voya Limited Maturity Bond Portfolio 38.0% Voya High Yield Bond Fund 5.0% Voya Floating Rate Fund 3.0% Voya Global Bond Fund 7.0% VY BlackRock Inflation Protected Bond Portfolio 7.0% Aged-Based Options If an account owner selects an age-based Option, contributions are invested in an Option based upon the actual or hypothetical age of the designated beneficiary, as reported on the account application. Accounts for designated beneficiaries who are younger will be invested in a more aggressive Option that seeks to capitalize on the longer investment time frame to maximize return potential. As the designated beneficiary ages, investments are automatically moved to more conservative Options which seek to preserve capital. During the appropriate year when an account is transitioned to more conservative Options, the transition between Options will automatically take place in the first week of August. You have the flexibility to purchase an Option that is based on the actual age or an Option that is more or less aggressive than that of the Option which corresponds to the beneficiary s age at the time of purchase by indicating a hypothetical age for the beneficiary in the account application. The chart below shows the corresponding Static Allocation Options in which each Age-Based Option currently invests as time passes. These allocations are subject to change upon Board approval without prior notice to account owners or beneficiaries. Age of the Voya Age-Based Option Corresponding Static Allocation Option Beneficiary Age 0-4 Voya 529 Age 0-4 Option Voya 529 Aggressive Growth Option Age 5-8 Voya 529 Age 5-8 Option Voya 529 Growth Plus Option Age 9-10 Voya 529 Age 9-10 Option Voya 529 Growth Option Age Voya 529 Age Option Voya 529 Moderate Growth Option Age Voya 529 Age Option Voya 529 Moderate Option Age 15 Voya 529 Age 15 Option Voya 529 Moderate Conservative Option Age 16 Voya 529 Age 16 Option Voya 529 Conservative Plus Option Age 17 Voya 529 Age 17 Option Voya 529 Conservative Option Age 18+ Voya 529 Age 18+ Option Voya 529 Ultra Conservative Option Single Fund Options BlackRock Global Allocation Option, through its investments in BlackRock Global Allocation Fund, Inc., seeks to provide high total investment return. Columbia Dividend Opportunity Option, through its investments in Columbia Dividend Opportunity Fund, seeks to provide a high level of current income. The secondary objective is growth of income and capital. Columbia Limited Duration Credit Option, through its investments in Columbia Limited Duration Credit Fund, seeks to provide a level of current income consistent with preservation of capital. Northern Small Cap Value Option, through its investments in Northern Funds Small Cap Value Fund, seeks to provide long-term capital appreciation. Any income received is incidental to this objective. TIAA-CREF Balanced Option, through its investments in two TIAA-CREF mutual funds (65% in TIAA-CREF Equity Index Fund and 35% in TIAA-CREF Bond Index Fund), considered index funds, seeks to track benchmark indices, the Russell 3000 Index and Barclays U.S. Aggregate Bond Index. The TIAA-CREF Balanced Option is the only Single Fund Option that invests in more than one underlying fund. 11

56 TIAA-CREF Bond Index Option, through its investments in TIAA-CREF Bond Index Fund (an index fund), seeks to track a benchmark index, the Barclays U.S. Aggregate Bond Index. TIAA-CREF Equity Index Option, through its investments in TIAA-CREF Equity Index Fund (an index fund), seeks to track a benchmark index, the Russell 3000 Index. TIAA-CREF International Equity Index Option, through its investments in TIAA-CREF International Equity Index Fund (an index fund), seeks to track a benchmark index, the MSCI EAFE Index. TIAA-CREF Principal Protection Option, through its investments in TIAA-CREF Principal Plus Interest Portfolio, seeks to provide current income consistent with the preservation of principal. TIAA-CREF Small-Cap Blend Index Option, through its investments in TIAA-CREF Small-Cap Blend Index Fund (an index fund), seeks to track a benchmark index, the Russell 2000 Index. Voya Corporate Leaders 100 Option, through its investments in Voya Corporate Leaders 100 Fund, seeks to outperform the S&P 500 Index. Voya GNMA Income Option, through its investments in Voya GNMA Income Fund, seeks a high level of current income consistent with liquidity and safety of principal through investment primarily in Government National Mortgage Association mortgage-backed securities that are guaranteed as to the timely payment of principal and interest by the U.S. government. Voya High Yield Bond Option, through its investments in Voya High Yield Bond Fund, seeks a high level of current income and total return. Voya Large Cap Growth Option, through its investments in Voya Large Cap Growth Portfolio, seeks long-term capital growth. Voya Large Cap Value Option, through its investments in Voya Large Cap Value Fund, seeks long-term growth of capital and current income. Voya Mid Cap Opportunities Option, through its investments in Voya Mid Cap Opportunities Fund, seeks long-term capital appreciation. Voya Multi-Manager International Equity Option, through its investments in Voya Multi-Manager International Equity Fund, seeks long-term growth of capital. Voya Small Cap Opportunities Option, through its investments in Voya Small Cap Opportunities Fund, seeks long-term capital appreciation. VY Clarion Global Real Estate Option, through its investments in Voya Global Real Estate Fund, seeks to provide total return, consisting of capital appreciation and current income. VY PIMCO Bond Option (formerly, ING PIMCO Total Return Option), through its investments in VY PIMCO Bond Portfolio (formerly, ING PIMCO Total Return Bond Portfolio), seeks to maximize total return, consistent with preservation of capital and prudent investment management. VY Templeton Foreign Equity Option, through its investments in VY Templeton Foreign Equity Portfolio, seeks longterm capital growth. Investment performance The table below shows the average annual total returns after deducting ongoing fees for each Option as of March 31, The performance data reflects past performance with and without any applicable sales or redemption charges, but does not reflect the $25 annual maintenance fee, which is waived in certain circumstances. If these amounts were reflected, returns would be less than those shown. For comparison purposes, the table also shows the returns for a benchmark index that, as of the date of this Program Description, applies to each Option. The indices are not available for investment and the returns for the indices do not reflect sales charges, fees, brokerage commissions, taxes, or other expenses of investing. To obtain up-to-date performance information for any Option, please visit the Advisor Program s 12

57 website at or contact your financial advisor. Past performance is not a guarantee of future results. Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges Option/ Index Class 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception 1 Yr 3 Yrs 5 Yrs 10 Yrs Since Inception Inception Date Voya 529 A /26/12 Aggressive AR /26/12 Growth and Voya C /26/ Age 0-4 W /26/12 Voya 529 Aggressive Growth Composite Index Voya 529 Growth Plus and Voya 529 Age 5-8 Voya 529 Growth Plus Composite Index Voya 529 Growth and Voya 529 Age 9-10 Voya 529 Growth Composite Index Voya 529 Moderate Growth and Voya 529 Age Voya 529 Moderate Growth Composite Index Voya 529 Moderate and Voya 529 Age Voya 529 Moderate Composite Index Voya 529 Moderate Conservative and Voya 529 Age 15 Voya 529 Moderate Conservative Composite Index Voya 529 Conservative Plus and Voya 529 Age 16 Voya 529 Conservative Plus Composite Index Voya 529 Conservative and Voya 529 Age 17 A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/12 Voya 529 Conservative Composite Index

58 Voya 529 Ultra Conservative and Voya 529 Age 18+ Voya 529 Ultra Conservative Composite Index BlackRock Global Allocation BlackRock Global Allocation Index Columbia Dividend Opportunity Russell 1000 Value Index Columbia Limited Duration Credit Barclays U.S. Corporate 1-5 Year Index Northern Small Cap Value Russell 2000 Value Index TIAA-CREF Balanced 65% Russell 3000 Index / 35% Barclays U.S. Aggregate Bond Index TIAA-CREF Bond Index Barclays U.S. Aggregate Bond Index TIAA-CREF Equity Index Russell 3000 Index TIAA-CREF International Equity Index MSCI EAFE Index TIAA-CREF Principal Protection Option Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /24/2014 AR /24/2014 C /24/2014 W /24/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ N/A /26/12 14

59 Citigroup 3 Month Treasury Bill Index TIAA-CREF Small Cap Blend Russell 2000 Index Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 Voya Corporate AR /26/12 Leaders 100 C /26/12 W /26/12 S&P 500 Index Voya GNMA Income Barclays GNMA Index Voya High Yield Bond Barclays High Yield Bond - 2% Issuer Constrained Composite Index Voya Large Cap Growth Russell 1000 Growth Index Voya Large Cap Value Russell 1000 Value Index Voya Mid Cap Opportunities Russell Midcap Growth Index Voya Multi- Manager International Equity MSCI EAFE Index Voya Small Cap Opportunities Russell 2000 Growth Index VY Clarion Global Real Estate A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/ /26/12 A /26/12 AR /26/12 C /26/12 W /26/ A /24/14 AR /24/14 C /24/14 W /24/ A /26/12 AR /26/12 C /26/12 W /26/ A /26/12 AR /26/12 C /26/12 W /26/12 15

60 S&P Developed Property Index VY PIMCO Bond Barclays U.S. Aggregate Bond Index VY Templeton Foreign Equity Average Annual Total Returns (%) as of March 31, ,2 Without Sales Charges With Sales Charges A /24/14 AR /24/14 C /24/14 W /24/ A /26/12 AR /26/12 C /26/12 W /26/12 MSCI All Country World Index Ex U.S. Index SM 1 Updated performance information is available online at 2 The performance data shown represents past performance. Past performance is not a guarantee of future results. Investment returns and principal value will fluctuate, so that investor s shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than performance data cited. Investment direction An account owner may transfer funds among Options only once per calendar year and upon a change in the account s designated beneficiary. Investment changes may be requested by submitting a Change of Registration form to Voya. Certain investment changes may also be allowed via online account access at or by calling Voya at If an account owner in the Advisor Program owns multiple Wisconsin Trust accounts for the same beneficiary, an investment selection change made on any individual account will be considered an annual investment change for all accounts. Investment changes made to multiple accounts on the same day constitute a single investment change. For these purposes, the Advisor Program will treat a transfer of assets made directly between an account in the Advisor Program and an account in another 529 plan sponsored by the State for the same designated beneficiary as a change in the account owner s Option selection subject to the rules described above. Changing the age for the designated beneficiary on an account in an age-based Option may be considered an investment selection change. Investment policies Voya shall ensure that the investment of any contributions to the Advisor Program shall be made in the appropriate Option selected by the account owner within the same business day as received and accepted by the Transfer Agent if the contribution is received and accepted by the Transfer Agent in good form prior to the close of the NYSE, normally 4 p.m., Eastern Time, and on the next succeeding business day if the contribution is received and accepted by the Transfer Agent after the close of the NYSE. Excess contributions will not be invested (see Excess contributions on page 7 for details). Interest, dividends, and/or capital gains paid by the underlying mutual funds are reinvested within the applicable Option. Distributions of any net investment income paid by underlying investments in any Option are reinvested and used to purchase additional shares in each such Option account. Reinvested distributions from any Option are not subject to sales charges. Contributions to an Option will be invested at the share value of the Option next determined after receipt and acceptance of the contribution by the Transfer Agent, which is based on the net asset value ( NAV ) of the Option. The NAV of each Option is normally calculated as of the close of business of the NYSE. If securities held by an underlying mutual fund are traded in other markets on days when the NYSE is closed, an Option s value may fluctuate on days when account owners do not have access to the Option to purchase, make withdrawals, or change investment options. The Option s NAV is calculated based upon the NAVs of the underlying mutual funds in which the Option invests. Each Option with underlying mutual fund investments is monitored daily, seeking to insure that Options stay within 3% of their target allocation. In the event that market fluctuations cause an Option to move outside of its target allocations, steps will be taken to bring it back into line with the investment allocations described in the tables beginning on page 10 within a commercially reasonable period. 16

61 Statements and reporting Confirmation statements will be mailed for any activity in the account, except generally for AIP transactions and any reinvested distributions. All account owners will receive quarterly account statements that indicate the contributions made during that time period, cumulative contributions to the account, disbursements made from the account during that time period, and the total value of the account at the end of that time period. Account owners will also receive an annual summary of all account activity for the calendar year. Electronic delivery of program documents You may elect to receive your account statements, transaction confirmations, program descriptions, and other documents electronically. If you make this election, you will be notified by when the most recent documents or statements are available for viewing and downloading through Voya s website. For security reasons, online access to account statements and transaction confirmations will require the establishment of a login ID and password prior to viewing. To receive documents electronically, you must have an account and an Internet browser that meets the requirements described in the Privacy and Security section of the Plan s website at The address provided in your account application will be used to send notifications to you and should be a personal or non-business address. You may change your electronic delivery preferences or revoke your election to receive documents electronically at any time by logging in to your account online at or call Householding To help keep Option expenses low, a single copy of a program description may be sent to account owners of the same household. If your household currently receives a single copy of a program description and you would prefer to receive multiple copies, please contact your financial advisor, or by calling Changing the designated beneficiary Section 529 generally allows for changes of the designated beneficiary without adverse federal income tax consequences, as long as the new designated beneficiary is a member of the family (as described in Member of the family below) of the current designated beneficiary. In addition, current proposed regulations provide that no federal gift tax or generation-skipping transfer tax will result from a change of the designated beneficiary unless the new designated beneficiary is in a lower generation than the current beneficiary. Any change of the designated beneficiary to a person who is not a member of the family of the current designated beneficiary may be treated as a nonqualified withdrawal. To initiate a change of designated beneficiary, the account owner must complete and submit a Change of Registration form (and any additional information or documentation required by the Advisor Program) to Voya. The change will be made upon Voya s receipt and acceptance of a properly completed form. An account owner who chooses the Age-Based Option should note that Voya may change the particular Option the account is invested in if there is a change in the designated beneficiary. This may occur if the new designated beneficiary is older or younger than the original designated beneficiary. Voya may make this Option change so that the Option investment is appropriate for the age of the new designated beneficiary. Member of the family A member of the family of the designated beneficiary is defined as: Father, mother, or an ancestor of either; Son, daughter, or a descendant of either; Stepfather or stepmother; Stepson or stepdaughter; Brother, sister, stepbrother, or stepsister; Brother or sister of the father or mother; Brother-in-law, sister-in-law, son-in-law, daughter-in-law, father-in-law, or mother-in-law; Son or daughter of a brother or sister; Spouse of the designated beneficiary or of any of the individuals mentioned above; or First cousin. 17

62 Withdrawals An account owner may make withdrawals from his or her account or terminate his or her participation in the Advisor Program at any time, although in such event under federal law, the earnings portion of nonqualified withdrawals will be subject to an additional 10% federal tax on earnings, in addition to any applicable federal or state taxes that may otherwise be due (see Tax treatment on page 20). In the event of a withdrawal or termination, the withdrawal is effected at the NAV calculated at the next close of business of the NYSE after the Advisor Program s receipt and the acceptance of a properly completed request. Methods for withdrawals Withdrawal Request form To make a withdrawal from an account, the account owner may submit a Withdrawal Request form and provide such other information or documentation as the Advisor Program may from time to time require. Upon acceptance of a properly completed request, Voya will process the withdrawal from the account at the next calculated NAV and will generally send the proceeds of the withdrawal within three business days of receiving the request. Payment of the withdrawal may be made by check, wire transfer, or EFT. Voya may charge a fee for a federal wire redemption. Systematic Withdrawal Plan ( SWP ) An account owner may authorize the Advisor Program to perform periodic automated withdrawals from his or her account by submitting a Systematic Withdrawal Plan form. Payment of the withdrawal may be made by check or EFT. To establish a SWP, your initial account balance must be at least $5,000, and the amount of the periodic withdrawal must be at least $100. An account owner or the Advisor Program may terminate the SWP at any time. Certain withdrawals may be allowed by calling Voya at or by using online account access services at Qualified withdrawals In general, a qualified withdrawal is any distribution that is used to pay for the qualified higher education expenses of a designated beneficiary incurred in the same tax year as the withdrawal or, to the extent permitted by federal tax regulations, in a subsequent period. If an Eligible Educational Institution (defined in Institutions of higher education below) refunds any portion of an amount previously withdrawn from an account and treated as a qualified withdrawal, you may be required to treat the amount of the refund as a nonqualified withdrawal (depending on the reason for the refund) for purposes of federal income tax. Different treatment may apply if the refund is withdrawn to pay other qualified higher education expenses of the designated beneficiary or to make a qualifying rollover. The distributee or recipient of any withdrawal, not the Advisor Program, is responsible for determining whether the withdrawal is a qualified withdrawal or nonqualified withdrawal for tax purposes. The treatment of refunds for federal income tax purposes is uncertain, and you should consult a qualified tax advisor regarding such treatment. Qualified higher education expenses Qualified higher education expenses currently include tuition, fees, books, supplies, and equipment required for the enrollment or attendance of a designated beneficiary at an Eligible Educational Institution as well as expenses for special needs services in the case of a special needs beneficiary who incurs such expenses in connection with enrollment or attendance at an Eligible Educational Institution. Also included as a qualified higher education expense is an amount for the room and board the designated beneficiary may incur while attending an Eligible Educational Institution at least half-time. The limit for annual room and board expenses for off-campus housing is the allowance included in the cost of attendance (for purposes of determining eligibility for federal educational assistance for that year) at the Eligible Educational Institution, or if greater, the actual amount charged by the Eligible Educational Institution for room and board costs for the applicable period. A designated beneficiary will be considered to be enrolled at least half-time if he or she is enrolled for at least half the full-time academic workload for the course of study being pursued as determined under the standards of the Eligible Educational Institution where he or she is enrolled. The institution s standard for a full-time workload must equal or exceed a standard established by the U.S. Department of Education under the Higher Education Act of 1965, as in effect on August 5, A designated beneficiary is not required to be enrolled at least half-time to use a qualified withdrawal to pay for expenses relating to tuition, fees, books, supplies, equipment, and special needs services. Institutions of higher education Generally, eligible educational institutions include accredited postsecondary educational institutions in the United States or abroad that offer credit toward an associate s degree, a bachelor s degree, a graduate-level or professional degree, or another recognized postsecondary credential and certain postsecondary vocational and proprietary institutions 18

63 ( Eligible Educational Institutions ). Such Eligible Educational Institutions must be eligible to participate in U.S. Department of Education student financial aid programs. To search for an eligible school, please visit Nonqualified withdrawals A nonqualified withdrawal is any withdrawal from an account that is not: A qualified withdrawal; A withdrawal by reason of the death or disability of the designated beneficiary of the account; A withdrawal by reason of the receipt of a scholarship (including an appointment to a U.S. military service academy) by the designated beneficiary (to the extent the amount withdrawn does not exceed the amount of the scholarship); A distribution for qualified higher education expenses that are used by a designated beneficiary (or a person who can claim the designated beneficiary as a dependent) in qualifying for an American Opportunity Credit (replaces the Hope Credit through 2012) or Lifetime Learning Credit; or A distribution that is timely rolled into another qualified tuition program in accordance with Section 529, with appropriate documentation. In accordance with Section 529, the earnings portion of a nonqualified withdrawal may be treated as income to the distributee and is subject to applicable federal and state income tax. In addition, to satisfy the requirements of Section 529, the earnings portion of a nonqualified withdrawal may be subject to an additional 10% federal tax. Although Voya will report the earnings portion of all distributions, it is the ultimate responsibility of the account owner to calculate and report any tax liability; an account owner and joint account owner may wish to consult with a tax advisor regarding the potential tax implications of any distribution. Other withdrawals Death of designated beneficiary In the event of the death of the designated beneficiary, the account owner may authorize a change in the designated beneficiary for the account or request the return of the account balance. A distribution due to the death of the designated beneficiary will not be subject to the additional 10% federal tax on earnings, but earnings may be subject to any applicable federal and state income tax. Disability of designated beneficiary If the designated beneficiary becomes disabled, the account owner may authorize a change in the designated beneficiary for the account or request the return of all or a portion of the account balance. For this purpose, disability is defined by federal tax law as the beneficiary s inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite duration. A distribution due to the disability of the designated beneficiary will not be subject to the additional 10% federal tax on earnings, but earnings may be subject to any applicable federal and state income tax. Receipt of scholarship If the designated beneficiary receives a qualified scholarship (including an appointment to a U.S. military service academy), account assets up to the amount of the scholarship may be returned to the account owner without imposition of the additional 10% federal tax on earnings. A qualified scholarship includes certain educational assistance allowances under federal law, as well as certain payments for educational expenses (or attributable to attendance at certain educational institutions) that are exempt from federal income tax. The earnings portion of a distribution due to a qualified scholarship may be subject to any applicable federal and state income tax. Distributions used to pay for an American Opportunity or Lifetime Learning Credit A distribution for qualified higher education expenses that are used by a designated beneficiary (or a person who can claim the designated beneficiary as a dependent) in qualifying for an American Opportunity or Lifetime Learning Credit (two federal income tax credits that are available to taxpayers with incomes below a certain level who incur qualified tuition and related expenses) does not constitute a qualified withdrawal. Such a distribution will not be subject to the additional 10% federal tax on earnings, although earnings may be subject to any applicable federal and state income tax. Rollover distributions An account owner may roll over all or part of the balance of an account to an account in another qualified tuition program not sponsored by the State without adverse tax consequences so long as the amount withdrawn is placed in an account in the other qualified tuition program within 60 days of the withdrawal, or is directly transferred, and the 19

64 designated beneficiary of the new account is: (1) a member of the family of the designated beneficiary of the original account; or (2) the same designated beneficiary as for the original account and a rollover transfer has not been made for such individual within the immediately preceding 12 month period. Accounts initiating a rollover will be charged a $75 rollover fee. If you transfer assets from an Advisor Program account to another account within the Advisor Program or any other 529 plan sponsored by the State and the new designated beneficiary is a member of the family of the original designated beneficiary, the transfer may be treated as a nontaxable rollover of assets for federal income tax purposes. For the treatment of transfers to another 529 plan sponsored by the State for the same designated beneficiary, please see Investment direction on page 16. Residual account balances If the designated beneficiary graduates from an institution of higher education or chooses not to pursue higher education and funds remain in the account, the account owner can choose from three options. First, if the account owner requests, the remaining funds (including earnings) will be returned to the account owner and treated as a nonqualified withdrawal. Earnings will be subject to any applicable federal and state income tax, including the additional 10% federal tax on earnings. Second, the account owner may authorize a change of designated beneficiary for the account to a member of the family of the current beneficiary (see Changing the designated beneficiary on page 17). Third, the account owner may keep the funds in the account to pay future qualified higher education expenses (such as graduate or professional school expenses) of the current designated beneficiary. The last two options do not constitute a nonqualified withdrawal. Tax treatment The following section is a summary of certain aspects of federal and state taxation of contributions to and withdrawals from 529 programs. It is not exhaustive and is not intended as tax advice. Any tax and legal information in this Program Description is merely a summary of our understanding and interpretations of some of the current income tax rules and is not exhaustive. Investors must consult their tax advisor or legal counsel for advice and information concerning their particular situations. Voya, the underlying mutual funds, the Board, the State, nor any of their respective representatives may give legal or tax advice. The tax and legal description contained herein is based on the Internal Revenue Code and other guidance issued by the IRS and Treasury Department under Section 529. It is possible that Congress, the Treasury Department, the IRS, or the courts may take action that will affect Section 529. An individual state s legislation also may affect the state tax treatment of the Advisor Program for residents of that state. For more information, please see Wisconsin state tax on page 22. It should also be noted that although the Treasury Department has issued proposed regulations interpreting Section 529, such proposed regulations did not address certain issues and also do not reflect certain legislative changes after the issuance of the proposed regulations. It is expected that additional proposed and/or final regulations will be issued that could modify certain of tax rules discussed below and in other sections of this Program Description. For more information, please see Anticipated future regulations on page 22. The federal and Wisconsin tax rules applicable to the Advisor Program are complex and some of the rules have not yet been finalized. Their application to any particular person may vary according to facts and circumstances specific to that person. You should consult with a qualified advisor regarding how the laws apply to your circumstances. Any references to specific dollar amounts or percentages in this section are current only as of the date of this Program Description; you should consult with a qualified advisor to learn if the amounts or percentages have been updated. Federal taxation of contributions and withdrawals Contributions. Contributions to an account generally will not result in taxable income to the beneficiary. A contributor may not deduct the contribution from income for purposes of determining federal income taxes. Withdrawals. A qualified withdrawal is not subject to federal income tax. A nonqualified withdrawal may be subject to federal income tax and the additional 10% tax. Only the earnings portion of a withdrawal is ever subject to federal tax. All withdrawals are considered as attributable, on a pro rata basis, to contributions made to the account and to earnings, if any. The proportion of contributions and earnings for each withdrawal is determined by the Advisor 20

65 Program based on the relative portions of total earnings and contributions as of the withdrawal date for all accounts with the same beneficiary and same account owner in the Wisconsin Trust. Rollovers from 529 Programs. An account owner may roll over all or part of the balance of an account to another qualified tuition program that accepts rollovers without subjecting the rollover amount to federal income tax or the additional 10% federal tax on earnings. To do this, the amount withdrawn must be sent directly to the new plan or placed in another qualified tuition program within 60 days of the withdrawal, along with any information or documentation required by the qualified tuition program. In general, the amount rolled over must also be placed in an account that has a different designated beneficiary who is a member of the family of the original designated beneficiary; provided, however, that a rollover from another qualified tuition program to an account for the same designated beneficiary may be effected once within 12 months of a previous rollover for that designated beneficiary. Refunds of Payments of Qualified Higher Education Expenses. If an Eligible Educational Institution refunds any portion of an amount previously withdrawn from an account and treated as a qualified withdrawal, you may be required to treat the amount of the refund as a nonqualified withdrawal (depending on the reason for the refund) for purposes of federal income tax. Different treatment may apply if the refund is used to pay other Qualified Higher Education Expenses of the beneficiary or to make a qualifying outgoing rollover. The treatment of refunds for federal income tax purposes is uncertain, and you should consult with a qualified advisor regarding such tax treatment. Coordination with Other Income Tax Incentives for Education. In addition to the income tax benefits provided to account owners and beneficiaries under Section 529, benefits are provided by several other provisions of the IRC for education-related investments or expenditures. These include Coverdell ESAs, Hope /American Opportunity Credits, Lifetime Learning Credits and qualified United States savings bonds described in IRC Section 135 ( qualified U.S. savings bonds ). The available tax benefits for paying Qualified Higher Education Expenses available through these programs must be coordinated in order to avoid the duplication of such benefits. Account owners should consult a qualified tax advisor regarding the interaction under the IRC of the federal income tax education-incentive provisions addressing account withdrawals. Federal gift, estate and generation-skipping transfer tax treatment. The tax treatment summarized in this section is complicated and will vary depending on your individual circumstances. You should consult with a qualified advisor regarding the application of these tax provisions to your particular circumstances. Contributions to the Advisor Program are generally considered completed gifts for federal tax purposes and, therefore, are potentially subject to federal gift tax. Generally, if a contributor s contributions to an account for a beneficiary, together with all other gifts by the contributor to the beneficiary, are less than the current annual exclusion of $14,000 per year ($28,000 for married contributors who elect to split gifts for the year), no federal gift tax will be imposed on the contributor for gifts to the beneficiary during that year. This annual exclusion amount is indexed for inflation in $1,000 increments and may therefore increase in future years. If a contributor s contributions to an account for a beneficiary in a single year exceed $14,000 ($28,000 for married contributors electing to split gifts for the year) reduced by all other gifts by the contributor to the beneficiary, the contributor may elect to treat up to $70,000 of the contribution ($140,000 in the case of a consenting married couple or a community property gift) as having been made ratably over a five-year period. (For purposes of determining the amount of gifts made by the contributor to that beneficiary in the four-year period following the year of contribution, the contributor will need to take into account the ratable portion of the account contribution allocated to that year.) The contributor must make this election on a federal gift tax return for the year of the contribution. In addition, to the extent not previously used in prior years, each contributor has a $5,000,000 lifetime exemption that may be applied to gifts in excess of the annual exclusion amounts referred to above or an individuals gross estate. This lifetime exemption is adjusted for inflation and is currently $5,340,000 for each contributor. A married couple may elect to split gifts and apply their combined exemption of $10,680,000 to gifts by either of them. Accordingly, while federal gift tax returns are required for gifts in excess of the annual exclusion amounts referred to above (including gifts that the contributor elects to treat as having been made ratably over a five-year period), no federal gift tax will be due until the lifetime exemption has been used. The top gift tax rate is 40%. Amounts in an account that are considered completed gifts by the contributor generally will not be included in the contributor s gross estate for federal estate tax purposes. However, if the contributor elects to treat the gifts as having been made over a five-year period and dies before the end of the five-year period, the portion of the contribution allocable to the remaining years in the five-year period (not including the year in which the contributor died) would be includible in computing the contributor s gross estate for federal estate tax purposes. Amounts in an account at the death of a beneficiary will be included in the beneficiary s gross estate for federal estate tax purposes to the extent such 21

66 amounts are distributed to a beneficiary of, or the estate of, the beneficiary. Each taxpayer has an estate tax exemption of $5,000,000 reduced by lifetime taxable gifts. This estate tax exemption is adjusted for inflation and is currently $5,340,000 for each contributor. The top estate tax rate is 40%. If you transfer assets from an Advisor Program account to another existing account within the Advisor Program or any other 529 plan sponsored by the State, and the beneficiary of the receiving account is a new beneficiary who is a member of the family of the original beneficiary, the transfer will be treated as a nontaxable investment change of assets for federal income tax purposes. However, a change of the beneficiary of an Advisor Program account or a transfer of funds from an Advisor Program account to an account for another beneficiary who is in a younger generation than the generation of the original beneficiary or is not a member of the family of that original beneficiary will potentially be subject to federal gift tax. In addition, if the new beneficiary is in a generation two or more generations younger than the generation of the prior beneficiary, the transfer may be subject to generation-skipping transfer tax. Each contributor has a $5,000,000 generation-skipping transfer tax exemption which may be allocated during life or at death. This generation-skipping transfer tax exemption is adjusted for inflation and is currently $5,340,000 for each contributor. The top generation-skipping transfer tax rate is currently 40 percent. Under the proposed regulations under Section 529, these taxes would be imposed on the original beneficiary. You should consult with a qualified advisor regarding the application of these tax provisions to your particular circumstances. If you transfer assets in excess of $25,000 from another state s plan to the Advisor Program, the Advisor Program will reimburse your redemption fees from the prior state s plan (up to $75 per rollover) upon proof of the charged fee. The reimbursement will be designated as a gift and must be requested within 30 days of the assets being transferred. For the treatment of transfers to another 529 plan sponsored by the State for the same designated beneficiary, please see Investment direction on page 16. Anticipated future regulations On January 17, 2008, the IRS released an advance notice of proposed rulemaking (the 2008 Advance Notice ) relating to qualified tuition programs under Section 529, which indicates that the IRS intends to repropose the initial Section 529 regulations proposed in The reproposed regulations have not yet been published, and although the 2008 Advance Notice indicated certain changes and clarifications that will be included in the reproposed regulations, the exact content of the new proposed regulations, and the ultimate content of the final regulations, is not known. The reproposed regulations could limit, require changes to, and affect tax consequences of certain features of the Advisor Program described in this Program Description. It is expected that the Treasury Department will issue additional proposed and/or final regulations, whether described in the 2008 Advance Notice or otherwise, that could modify the tax rules under Section 529. Any such regulations could also include modifications of the estate tax, gift tax, and generation-skipping transfer tax treatment relating to investments in Section 529 programs. Account owners should consult their own tax advisors or legal counsel when considering a change in beneficiary or transfer to another account and should evaluate any potential gift tax and generation-skipping transfer tax implications. Wisconsin state tax and information The following discussion applies only with respect to Wisconsin taxes. Wisconsin tax treatment in connection with the Advisor Program applies only to Wisconsin taxpayers. You should consult with a qualified advisor regarding the application of Wisconsin tax provisions to your particular circumstances. Any references to specific dollar amounts in this section are current only as of the date of this Program Description; you should consult with a qualified advisor to learn if the amounts have been updated. Contributions. Contributors may reduce their Wisconsin taxable income with contributions made to an account during the tax year, up to a maximum of $3,050 per beneficiary for each tax year (which may increase annually based on inflation). Contributions made during the tax year or on or before the original due date of the contributor s return (generally April 15 th of the following year) are deductible up to the maximum amount for the tax year. Contribution amounts exceeding the maximum reduction amount for the tax year may be carried forward to future tax years and reduced subject to the maximum reduction amount of those years. The reduction is available to any contributor who makes contributions during the tax year, regardless of whether they are the account owner and regardless of the relationship between the contributor and the beneficiary. An incoming rollover from another qualified tuition program qualifies as a contribution eligible for the Wisconsin income tax reduction. The reduction described above may appear on your Wisconsin income tax return as a subtraction to income. 22

67 A married couple filing a joint return may reduce state taxable income with contributions, up to a maximum of $3,050 per beneficiary each year. A married couple filing separately may each claim a maximum reduction of $1,525. Divorced parents are each allowed to claim a maximum reduction of $1,525, unless the divorce judgment specifies a different division of the $3,050 combined maximum that may be claimed by each former spouse. The amount of reductions by contributors who are nonresidents, or part-year residents of Wisconsin, is further limited based on the ratio the contributor s income that is taxable by Wisconsin bears to the contributor s total income for the year of the contribution. The contribution reduction may also not exceed the contributor s Wisconsin income computed without the reduction. Withdrawals. Wisconsin s income taxation of withdrawals and outgoing rollovers follows the federal income tax treatment described above. Earnings from the investment of contributions to an account will not be subject to Wisconsin income tax, if at all, until funds are withdrawn in whole or in part from the account. The earnings portion of withdrawals other than qualified withdrawals will be included in the taxable income of the beneficiary and will be subject to Wisconsin income tax. A qualified withdrawal will not be included in taxable income and will not be subject to Wisconsin income tax. You may also generally rollover funds from an account without adverse Wisconsin tax consequences, provided the rollover is not subject to federal income tax as described above. The amount of an outgoing rollover made to another state s 529 Plan on or after June 1, 2014, however, will be added to Wisconsin income and taxed to the extent that the amount was previously claimed as a reduction. Effective June 1, 2014, nonqualified withdrawals of contributions made after 2013 will be added to Wisconsin income and taxed to the extent the receipt of such amounts results in the additional 10% tax for federal tax purposes. Taxes Imposed by Other Jurisdictions. Prospective account owners should consider the potential impact of income taxes imposed by jurisdictions other than Wisconsin. It is possible that other state or local taxes apply to withdrawals from or accumulated earnings within the Advisor Program, depending on the residency, domicile, or sources of taxable income of the account owner or the beneficiary. Account owners and beneficiaries should consult with a qualified advisor regarding the applicability of state or local taxes imposed by other jurisdictions. Fee structure Certain expenses will reduce the value of an account. Advisor Program expenses and fees are subject to change at any time at the discretion of the Board. Potential reasons for a fee change include, but are not limited to, changes in the total fees associated with the underlying investments of each Option due to increases or decreases in other expenses or management fees, or the addition of other fees; the State s revenue from the administration fee is more or less than needed to cover its annual administrative expenses; or mutual agreement by the Board and Voya to increase the administration fee paid to Voya to cover unanticipated, increased costs to administer the Advisor Program. In addition, the loads and fees paid on accounts opened through a financial advisor may change as needed to keep pace with the market. All fee changes must be approved by the Board. The Board and/or Voya may waive any fee if it is determined that circumstances warrant such waiver. Service and transaction fees An annual maintenance fee of $25, payable to Voya, may be charged to all accounts that do not qualify for a fee waiver. The fee is paid in arrears on a date agreed to by the Board and Voya (currently in December) and is nonrefundable. The annual fee will be waived for accounts for which either the account owner or the designated beneficiary is a Wisconsin resident based on the address of record. The annual fee will also be waived, regardless of residency, if the account balance in each Option is greater than $25,000 or if there is an AIP or payroll direct deposit of $25 per month in each Option (active for the 12 previous months without interruption) or for accounts established by employees of Voya and its affiliates. Should you withdraw your entire account prior to the annual fee being paid; the fee will be deducted at the time of withdrawal. Annual asset-based fees Each Option will be charged an annual asset-based fee. This is an ongoing fee calculated at an annualized rate based on the average daily net assets in the Option. The annual asset-based fee for each Option is made up of different components consisting of underlying investment or mutual fund operating expenses, a program manager administration and management fee (the Program Manager Fee ), an audit fee payable to an independent auditor designated by the Board (the Audit Fee ), and an administrative fee payable to the Board (the Board Fee ), which is used by the State to offset costs of administering and promoting the Advisor Program or for other expenses the Board deems appropriate in connection with the Advisor Program. The Board or Voya may, from time to time, voluntarily agree to waive fees. Voluntary waivers may be modified or terminated at any time. The Board Fee amount charged to each account may be dependent upon the Option you choose. 23

68 Annual asset-based fees for accounts in the Age-Based Options will vary based upon the Option in which the account is invested. The applicable Option differs based upon the number of years until the designated beneficiary enrolls in higher education. During each period in which an account is invested in a particular Option, the annual asset-based fees for that Option would apply. The Board has engaged an independent auditor to perform an annual audit of the Wisconsin Trust, including the Advisor Program and the Edvest College Savings Plan. Expenses related to the audit are estimated and may be charged against all Options at a flat rate, which is determined based on current asset levels across all Wisconsin Trust. As of the date printed on the front cover of this Program Description, the Board has waived the Audit Fee through the fiscal year ending June 30, The fees for all Options are computed daily using daily net assets and are payable monthly. In addition to a $25 Annual Account Maintenance Fee 1 discussed above, the following tables describe the fees and expenses that you may pay when you purchase shares in an Option. Annual asset-based fees and expenses for each Option by share class Share Class Program Manager Fee Board Fee Audit Fee Annual Distribution and Service Fee 2 Maximum Initial Sales Charge Maximum Deferred Sales Charge No Class % 0.10% 0.00% 0.05% none none A 0.08% 0.10% 0.00% 0.25% 4.75% 4 none 5 AR (rollovers) % 0.10% 0.00% 1.00% none 1.00% 5 C 0.08% 0.10% 0.00% 1.00% 7 none 1.00% 8 C1 0.08% 0.10% 0.00% 0.50% none 0.50% W (RIAs) 0.08% 0.10% 0.00% none none none 1 The annual account maintenance fee will be waived for accounts for which either the account owner or the designated beneficiary is a Wisconsin resident based on the address of record. The annual fee will also be waived, regardless of residency, if the account balance is greater than $25,000, if there is an AIP or payroll direct deposit of $25 per month in each Option (active for the 12 previous months without interruption or since account opening), or for accounts established by employees of Voya and its affiliates. 2 Ongoing payments to dealers of the Annual Distribution and Service Fee will generally be made monthly at rates that are based on the average daily net assets held in an account owner s account that designates a dealer of record. Rights to these ongoing payments generally begin in the 13 th month following a purchase of No Class shares, Class A shares, Class AR shares, Class C shares and Class C1 shares. 3 TIAA-CREF Principal Protection Option only. 4 There is no front-end sales charge if you purchase Class A shares in an amount of $1 million or more. For accounts opened prior to September 10, 2005, the maximum sales charge for Class A shares will be 3.50% for purchases between $0 to $249,999, 2.50% for $250,000 to $499,999, 2.00% for $500,000 to $999,999, and 0.00% for over $1,000, If you sell (redeem) your Class A shares within 18 months (or Class AR shares within one year) that were purchased with the initial sales charge waived, you will pay a CDSC of 1.00% of your purchase price. 6 Class AR shares convert to Class A shares at the beginning of the second year following the rollover from a Class A share of another 529 plan. 7 Class C shares automatically convert to Class A shares at the beginning of the seventh year of ownership in the same month of the original purchase or the conversion in October 2012, at which time the annual distribution and service fee will be reduced to 0.25%. 8 Class C shares of the Voya 529 Ultra Conservative Option that were received as a result of the change in program manager will not pay a CDSC if sold (redeemed) within one year of original purchase. Estimated annual underlying fund expenses Each Option pays a pro rata share of the expenses of the underlying funds in which it invests. Estimated underlying fund expenses are based on a weighted average of each underlying fund s net expense ratio, as reported in the underlying fund s prospectus in effect at the time this Program Description was prepared. The amount of the underlying fund expense charged to an Option is based on the amount of each fund held and the expense ratio of that fund. Option Estimated Underlying Fund Expenses Voya 529 Aggressive Growth and Voya 529 Age % Voya 529 Growth Plus and Voya 529 Age % Voya 529 Growth and Voya 529 Age % Voya 529 Moderate Growth and Voya 529 Age % Voya 529 Moderate and Voya 529 Age % Voya 529 Moderate Conservative and Voya 529 Age % Voya 529 Conservative Plus and Voya 529 Age % Voya 529 Conservative and Voya 529 Age % Voya 529 Ultra Conservative and Voya 529 Age % BlackRock Global Allocation 0.88% 24

69 Option Estimated Underlying Fund Expenses Columbia Dividend Opportunity 0.80% Columbia Limited Duration 0.58% Northern Small Cap Value 1.01% TIAA-CREF Balanced 0.10% TIAA-CREF Bond Index 0.13% TIAA-CREF Equity Index 0.07% TIAA-CREF International Equity Index 0.07% TIAA-CREF Principal Protection 0.00% TIAA-CREF Small Cap Blend 0.16% Voya Corporate Leaders % Voya GNMA Income 0.63% Voya High Yield Bond 0.76% Voya Large Cap Growth 0.60% Voya Large Cap Value 0.81% Voya Mid Cap Opportunities 0.97% Voya Multi-Manager International Equity 0.98% Voya Small Cap Opportunities 1.11% VY Clarion Global Real Estate 0.97% VY PIMCO Bond 0.58% VY Templeton Foreign Equity 0.92% Total estimated annual fees and expenses The total estimated fees and expenses in the table below do not include the annual account maintenance fee or sales charges. Please refer to the table Examples of investment costs on page 29, which shows the approximate cost of investing in each of the Options over one-, three-, five-, and ten-year periods, including the $25 annual account maintenance fee and sales charges. Option No Class Class A Class AR Class C Class C1 Class W Voya 529 Aggressive Growth and Voya 529 Age 0-4 % n/a n/a 0.93 Voya 529 Growth Plus and Voya 529 Age 5-8 % n/a n/a 0.93 Voya 529 Growth and Voya 529 Age 9-10 % n/a n/a 0.89 Voya 529 Moderate Growth and Voya 529 Age % n/a n/a 0.88 Voya 529 Moderate and Voya 529 Age % n/a n/a 0.85 Voya 529 Moderate Conservative and Voya 529 Age 15 % n/a n/a 0.83 Voya 529 Conservative Plus and Voya 529 Age 16 % n/a n/a 0.76 Voya 529 Conservative and Voya 529 Age 17 % n/a n/a 0.66 Voya 529 Ultra Conservative and Voya 529 Age 18+ % n/a n/a 0.62 BlackRock Global Allocation % n/a n/a 1.06 Columbia Dividend Opportunity % n/a n/a 0.98 Columbia Limited Duration % n/a n/a 0.76 Northern Small Cap Value % n/a n/a 1.19 TIAA-CREF Balanced % n/a n/a TIAA-CREF Bond Index % n/a n/a TIAA-CREF Equity Index % n/a n/a TIAA-CREF International Equity Index % n/a n/a TIAA-CREF Principal Protection % 0.23 n/a n/a n/a n/a n/a TIAA-CREF Small Cap Blend % n/a n/a Voya Corporate Leaders 100 % n/a n/a 0.79 Voya GNMA Income % n/a n/a 0.81 Voya High Yield Bond % n/a n/a 0.94 Voya Large Cap Growth % n/a n/a 0.78 Voya Large Cap Value % n/a n/a 0.99 Voya Mid Cap Opportunities % n/a n/a 1.15 Voya Multi-Manager International Equity % n/a n/a 1.16 Voya Small Cap Opportunities % n/a n/a 1.29 VY Clarion Global Real Estate % n/a n/a 1.15 VY PIMCO Bond % n/a n/a 0.76 VY Templeton Foreign Equity % n/a n/a 1.10 Voya may also impose a $25 fee for every returned check and rejected AIP or EFT purchase. Additional fees may apply for other services that you request. Service and transaction fees are subject to change without notice. Unless otherwise 25

70 stated, all fees shall be charged against the account. The Board and/or Voya may waive any fee if it is determined that circumstances warrant such waiver. Accounts opened through a financial advisor Accounts opened through financial advisors have additional fees and features, as outlined below. Voya and/or your financial advisor may, at their discretion, choose to waive certain fees that they receive, as described in Sales charge waivers on page 27. Your financial advisor can help you determine which class is best for you. Choosing a share class Subject to eligibility, account owners may select from among Class A shares, Class AR shares, Class C shares, Class C1 shares, and Class W shares of each Option. Each share class has different sales charges and expenses. Determining which share class is best for you will depend on the dollar amount you are investing and the age of your account s beneficiary among other factors, including when you plan to withdraw assets from your account. Based on your personal situation, your financial advisor can help you decide which share class makes the most sense. Certain financial advisory firms may not offer all available share classes. Please contact your investment advisor to determine which share class(es) it offers. Class A shares You can buy Class A shares at the offering price, which is the NAV per share plus an up-front sales charge, which is outlined in the table on page 24 and in the table below. Out of the sales charge paid by an account owner, Voya will pay to the applicable selling institution the commission as shown in the table below. Purchase Amount Up-Front Sales Charge Selling Institution Commission $0 - $999, % 4.25% $1,000,000 + none 1.00% For original tomorrow s scholar accounts opened prior to September 10, 2005, up-front sales charge and selling institution commissions are shown in table below: Purchase Amount Up-Front Sales Charge Selling Institution Commission $0 - $249, % 3.25% $250,000 - $499, % 2.25% $500,000 - $999, % 1.75% $1,000,000 + none 1.00% The dollar amount of the sales charge is the difference between the offering price of the shares purchased (based on the applicable sales charge in the table on page 24) and the NAV of those shares. Because of rounding in the calculation of the offering price, the actual sales charge you pay may be more or less than that calculated using the percentages shown in the table on page 24. Class A shares are also subject to an annual distribution and service fee of 0.25% of the class s average daily net assets, all of which compensates your financial advisor for providing ongoing services to you. For Class A shares purchased in an amount of $1,000,000 or more without a sales charge, if you sell (redeem) your shares within 18 months of purchase, you will pay a contingent deferred sales charge of 1.00% of your original purchase price. To take advantage of the lower sales charges on new purchases, an account owner may use the rights of accumulation. A financial advisor who wishes to exercise the rights of accumulation for an account owner must do so in writing at the time of the initial purchase or subsequent purchase. Rights of accumulation An account owner qualifies for cumulative quantity discounts on the purchase of Class A shares in the Advisor Program when the account owner s new investment, combined with the current market value of Class A shares, Class AR shares, Class C shares, Class C1shares, and/or Class W shares of any other Wisconsin Trust Option (excluding Class A shares acquired at NAV), reaches the discount level. The TIAA-CREF Principal Protection Option shares acquired through reinvested dividends and distributions cannot be included in the total amount needed to qualify for the discount level. An account owner (or his or her financial advisor) must provide Voya with written information to verify that the quantity sales charge discount is applicable at the time of the investment, or any subsequent investment, is made. An account owner may also combine the current market value of Class A shares, Class AR shares, Class C shares, Class C1 shares, and/or Class W shares in the Options (excluding Class A shares acquired at NAV and TIAA-CREF Principal 26

71 Protection Option shares as outlined above) owned by a spouse or domestic partner, or by a child or grandchild if he or she is under the age of 21. Examples of account ownership with the Advisor Program include the following: Business accounts solely controlled by you and/or a member of your immediate family (for example, you own the entire business); Trust accounts established by you and/or a member of your immediate family. However, if the person(s) who established the trust is deceased, the trust account may be aggregated with accounts of the person who is the primary beneficiary of the trust; Individual purchases made by you and/or a member of your immediate family as a trustee if the investments are for a single trust estate; Endowments or foundations established and controlled by you and/or a member of your immediate family; and UGMA/UTMA accounts if you and/or a member of your immediate family is the beneficiary or custodian. Sales charge waivers The Board and/or Voya may waive any fee if it is determined that circumstances warrant such waiver, and may revise or discontinue, in whole or in part, any fee waivers at any time without notice. To the extent that the annual Distribution and Service Fee is waived, your financial advisors will not receive service fees as described further in this section. Class A shares of an Option may be purchased without the initial sales charge; such shares are known as Load-Waived A shares. Waiver of the initial sales charge is conditioned on the receipt of notice before you contribute, indicating that your financial advisor is waiving his or her commission. The initial sales charge for Class A shares may be waived if the purchase is made: By existing participants currently investing in Load-Waived A shares of the relevant Options From proceeds of a redemption of Class A shares of the same Option within 60 days of the date of redemption; By participants formerly invested in the Wells Fargo Ultra Conservative Option who now are invested in the Voya 529 Ultra Conservative Option as a result of the transition to the new Advisor Program. These participants may make additional purchases of the Voya 529 Ultra Conservative Option without a sales charge; By participants in group 529 plans subject to certain requirements (contact Voya for more details); or By such other persons that are approved by the Board and/or Voya. By employees of a registered broker-dealer who has an agreement with VID. Class AR shares Class AR shares are generally designed for account owners who have affected a trustee-to-trustee rollover of assets from Class A shares of another 529 college savings program. A trustee-to-trustee rollover is conditioned on the receipt of notice before you contribute, indicating that you are effecting such a rollover from another 529 college savings program. Class AR shares are subject to an annual distribution and service fee of 1.00% of the class s average daily net assets which is used to reimburse Voya for compensating your financial advisor. If you sell (redeem) your Class AR shares within one year of purchase, you will pay a contingent deferred sales charge of 1.00% of your original purchase price. Class AR shares automatically convert to Class A shares at the beginning of the second year of ownership, in the same month of the original purchase. A CDSC is not assessed on qualified withdrawals or withdrawals made within one year of the death or permanent disability of the beneficiary or due to receipt of a scholarship by the beneficiary. To avoid being assessed a CDSC, you must submit satisfactory evidence of such death, permanent disability, or scholarship. In addition, the CDSC may be waived in connection with certain account closings and distributions initiated by the Board and/or Voya as described in this Program Description. Class C shares You can buy Class C shares at the offering price, which is the net asset value per share without an up-front sales charge. With the exception of options offered by TIAA-CREF, Class C shares are subject to an annual distribution and service fee of 1.00% of the class s average daily net assets. Of the annual 1.00% fee, an annual 0.25% service fee and an annual 0.75% asset-based sales charge compensate your financial advisor. If you sell (redeem) your Class C shares within one year of purchase, you will have to pay a contingent deferred sales charge of 1.00% of your original purchase price. 27

72 Class C shares automatically convert to Class A shares at the beginning of the seventh year of ownership, in the same month of the original purchase or the conversion in October A CDSC is not assessed on qualified withdrawals or withdrawals made within one year of the death or permanent disability of the beneficiary or due to receipt of a scholarship by the beneficiary. To avoid being assessed a CDSC, you must submit satisfactory evidence of such death, permanent disability, or scholarship. In addition, the CDSC may be waived in connection with certain account closings and distributions initiated by the Board or Voya as described in this Program Description. Voya reserves the right to revise these fee arrangements at its discretion. Any revisions that increase the fees payable by an account owner must be approved by the Board. Personal and financial information pertaining to account owners and beneficiaries is not available to the public. However, financial advisors through which account owners may invest may have their own policies regarding confidentiality of this information. Class C1 shares Class C1 shares are available only for TIAA-CREF Options (with the exception of the TIAA-CREF Principal Protection Option). You can buy Class C1 shares at the offering price, which is the net asset value per share without an up-front sales charge. Class C1 shares are subject to an annual distribution and service fee of 0.50% of the class s average daily net assets. Of the annual 0.50% fee, an annual 0.25% service fee and an annual 0.25% asset-based sales charge compensate your financial advisor. If you sell (redeem) your Class C1 shares within one year of purchase, you will have to pay a contingent deferred sales charge of 0.50% of your original purchase price. A CDSC is not assessed on qualified withdrawals or withdrawals made within one year of the death or permanent disability of the beneficiary or due to receipt of a scholarship by the beneficiary. To avoid being assessed a CDSC, you must submit satisfactory evidence of such death, permanent disability, or scholarship. In addition, the CDSC may be waived in connection with certain account closings and distributions initiated by the Board or Voya as described in this Program Description. Voya reserves the right to revise these fee arrangements at its discretion. Any revisions that increase the fees payable by an account owner must be approved by the Board. Personal and financial information pertaining to account owners and beneficiaries is not available to the public. However, financial advisors through which account owners may invest may have their own policies regarding confidentiality of this information. Class W shares Class W shares are generally designed for qualified registered investment advisers who buy through a broker/dealer or service agent who has entered into an agreement with the Advisor Program s distributor that allows for Class W purchases. Class W shares are not subject to annual distribution and service fees or upfront sales charges. Your financial advisor will not receive any distribution, service fees, or commissions from Class W of the Options. In addition to the use by qualified registered investment advisers, Class W shares may be purchased by: Any current or retired officer, director, trustee, or employee (or member of their immediate family) of TFI, Voya or one of its affiliates; Employees (or a member of their immediate family) of the investment managers of the underlying investments and mutual funds, the firms that have executed a selling agreement for the Advisor Program with VID, or the Advisor Program s Transfer Agent; or Such other persons that are approved by the Board and/or Voya. Compensation to dealers and servicing agents In addition to dealer reallowances and payments made by each Option for distribution and account owner servicing, Voya, VID, or their affiliates make additional payments ( Additional Payments ) to certain selling or account owner servicing agents for the Option, which include broker/dealers. These Additional Payments are made in connection with the sale and distribution of shares of the Option or for services to the Option and its account owners. These Additional Payments, which may be significant, are paid by Voya, VID, or their affiliates out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex. 28

73 In return for these Additional Payments, Voya and VID expect to receive certain marketing or servicing advantages that are not generally available to mutual funds or 529 college savings plans that do not make such payments. Such advantages are expected to include, without limitation, placement of the Option on a list of mutual funds or 529 college savings plans offered as investment options to the selling agent s clients (sometimes referred to as shelf space ), access to the selling agent s registered representatives, and/or ability to assist in training and educating the selling agent s registered representatives. Certain selling or account owner servicing agents receive these Additional Payments to supplement amounts payable by the Option under the account owner servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges, and redemptions; processing and verifying purchase, redemption, and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, 529 college savings plan program descriptions or other plan offering documents, account owner reports, and other SEC-or MSRB-required communications; and providing the types of services that might typically be provided by an Option s Transfer Agent (for example, the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of account holder mailings). The Additional Payments may create potential conflicts of interest between an investor and a selling agent who is recommending a particular 529 college savings plan, such as the Advisor Program, or a particular Option of the Advisor Program, over other 529 college savings plans or Options. Before investing, you should speak with your financial consultant and review carefully any disclosure by the selling agent as to what monies the consultant receives from 529 college savings plan advisors and distributors, as well as how your financial consultant is compensated. The Additional Payments are typically paid in fixed dollar amounts or based on the number of customer accounts maintained by the selling or account owner servicing agent or based on a percentage of sales and/or assets under management or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and account owner servicing agents. Voya may receive from each of the underlying funds, or the underlying funds affiliates, compensation the amount and type of which may vary with respect to each of the underlying funds. This revenue is one of several factors Voya may consider when recommending underlying funds for the Advisor Program. Approximate cost of $10,000 investment The following tables compare the approximate cost of investing in the different share classes under the Advisor Program over different periods of time. The Examples show estimated costs if you sold (redeemed) your shares at the end of the period or continued to hold them. Your actual cost may be higher or lower than the amounts shown. The Examples are based on the following assumptions: A $10,000 contribution invested for the time periods shown. A 5% annually compounded rate of return on the net amount invested throughout the period. All shares are redeemed at the end of the period shown for qualified higher education expenses (the tables do not consider the impact of any potential state or federal taxes on the redemption). Total annual asset-based fees, including underlying investment and fund expenses, remain the same as those shown in previous fee structure table. Expenses for each Option include the entire annual account maintenance fee of $25. The investor pays the applicable maximum up-front sales charge (without regard to possible breakpoints) in the current Class A fee structure and any CDSCs applicable to shares invested for the applicable periods in the Class AR and Class C fee structures. Examples of investment costs: Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs A (Sold or Held) $ ,214 2,072 AR (Sold) $ ,731 Voya 529 Aggressive Growth and AR (Held) $ ,731 Voya 529 Age 0-4 C (Sold) $ ,161 2,111 C (Held) $ ,161 2,111 W (Sold or Held) $ ,380 Voya 529 Growth Plus and Voya 529 Age 5-8 A (Sold or Held) $ ,214 2,072 AR (Sold) $ ,731 29

74 Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs AR (Held) $ ,731 C (Sold) $ ,161 2,111 C (Held) $ ,161 2,111 W (Sold or Held) $ ,380 Voya 529 Growth and Voya 529 Age 9-10 Voya 529 Moderate Growth and Voya 529 Age Voya 529 Moderate and Voya 529 Age Voya 529 Moderate Conservative and Voya 529 Age 15 Voya 529 Conservative Plus and Voya 529 Age 16 Voya 529 Conservative and Voya 529 Age 17 Voya 529 Ultra Conservative and Voya 529 Age 18+ BlackRock Global Allocation Columbia Dividend Opportunity Columbia Limited Duration A (Sold or Held) $ ,194 2,029 AR (Sold) $ ,687 AR (Held) $ ,687 C (Sold) $ ,140 2,067 C (Held) $ ,140 2,067 W (Sold or Held) $ ,334 A (Sold or Held) $ ,189 2,019 AR (Sold) $ ,675 AR (Held) $ ,675 C (Sold) $ ,135 2,057 C (Held) $ ,135 2,057 W (Sold or Held) $ ,322 A (Sold or Held) $ ,174 1,986 AR (Sold) $ ,642 AR (Held) $ ,642 C (Sold) $ ,120 2,024 C (Held) $ ,120 2,024 W (Sold or Held) $ ,287 A (Sold or Held) $ ,164 1,964 AR (Sold) $ ,619 AR (Held) $ ,619 C (Sold) $ ,109 2,002 C (Held) $ ,109 2,002 W (Sold or Held) $ ,264 A (Sold or Held) $ ,128 1,888 AR (Sold) $ ,540 AR (Held) $ ,540 C (Sold) $ ,073 1,926 C (Held) $ ,073 1,926 W (Sold or Held) $ ,181 A (Sold or Held) $ ,077 1,779 AR (Sold) $ ,425 AR (Held) $ ,425 C (Sold) $ ,022 1,816 C (Held) $ ,022 1,816 W (Sold or Held) $ ,063 A (Sold or Held) $ ,056 1,734 AR (Sold) $ ,379 AR (Held) $ ,379 C (Sold) $ ,001 1,771 C (Held) $ ,001 1,771 W (Sold or Held) $ ,015 A (Sold or Held) $ ,280 2,211 AR (Sold) $ ,876 AR (Held) $ ,876 C (Sold) $ ,227 2,250 C (Held) $ ,227 2,250 W (Sold or Held) $ ,529 A (Sold or Held) $ ,240 2,126 AR (Sold) $ ,787 AR (Held) $ ,787 C (Sold) $ ,186 2,164 C (Held) $ ,186 2,164 W (Sold or Held) $ ,438 A (Sold or Held) $ ,888 AR (Sold) $ ,540 AR (Held) $ ,540 C (Sold) $ ,073 1,926 30

75 Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs C (Held) $ ,073 1,926 W (Sold or Held) $ ,181 A (Sold or Held) $ ,345 2,347 AR (Sold) $ ,018 Northern Small Cap Value AR (Held) $ ,018 C (Sold) $ ,292 2,387 C (Held) $ ,292 2,387 W (Sold or Held) $ ,677 A (Sold or Held) $ ,351 AR (Sold) $ TIAA-CREF Balanced AR (Held) $ C1 (Sold) $ ,205 C1 (Held) $ ,205 W (Sold or Held) $ A (Sold or Held) $ ,385 AR (Sold) $ ,015 TIAA-CREF Bond Index AR (Held) $ ,015 C1 (Sold) $ ,240 C1 (Held) $ ,240 W (Sold or Held) $ A (Sold or Held) $ ,316 AR (Sold) $ TIAA-CREF Equity Index AR (Held) $ C1 (Sold) $ ,170 C1 (Held) $ ,170 W (Sold or Held) $ A (Sold or Held) $ ,316 AR (Sold) $ TIAA-CREF International Equity Index AR (Held) $ C1 (Sold) $ ,170 C1 (Held) $ ,170 W (Sold or Held) $ TIAA-CREF Principal Protection n/a $ A (Sold or Held) $ ,419 AR (Sold) $ ,051 TIAA-CREF Small Cap Blend Index AR (Held) $ ,051 C1 (Sold) $ ,275 C1 (Held) $ ,275 W (Sold or Held) $ A (Sold or Held) $ ,143 1,921 AR (Sold) $ ,574 Voya Corporate Leaders 100 AR (Held) $ ,574 C (Sold) $ ,089 1,959 C (Held) $ ,089 1,959 W (Sold or Held) $ ,217 A (Sold or Held) $ ,153 1,943 AR (Sold) $ ,596 Voya GNMA Income AR (Held) $ ,596 C (Sold) $ ,099 1,981 C (Held) $ ,099 1,981 W (Sold or Held) $ ,240 A (Sold or Held) $ ,219 2,083 AR (Sold) $ ,743 Voya High Yield Bond AR (Held) $ ,743 C (Sold) $ ,166 2,121 C (Held) $ ,166 2,121 W (Sold or Held) $ ,391 A (Sold or Held) $ ,138 1,910 AR (Sold) $ ,562 Voya Large Cap Growth AR (Held) $ ,562 C (Sold) $ ,084 1,948 C (Held) $ ,084 1,948 31

76 Option Class Number of Years You Own Your Shares 1 Yr 3 Yrs 5 Yrs 10 Yrs W (Sold or Held) $ ,205 A (Sold or Held) $ ,245 2,136 AR (Sold) $ ,798 Voya Large Cap Value AR (Held) $ ,798 C (Sold) $ ,191 2,175 C (Held) $ ,191 2,175 W (Sold or Held) $ ,449 A (Sold or Held) $ ,325 2,305 AR (Sold) $ ,975 Voya Mid Cap Opportunities AR (Held) $ ,975 C (Sold) $ ,272 2,345 C (Held) $ ,272 2,345 W (Sold or Held) $ ,631 A (Sold or Held) $ ,330 2,316 AR (Sold) $ ,986 Voya Multi-Manager International Equity AR (Held) $ ,986 C (Sold) $ ,277 2,355 C (Held) $ ,277 2,355 W (Sold or Held) $ ,643 A (Sold or Held) $ 649 1,012 1,395 2,451 AR (Sold) $ ,030 2,126 Voya Small Cap Opportunities AR (Held) $ ,030 2,126 C (Sold) $ ,343 2,491 C (Held) $ ,343 2,491 W (Sold or Held) $ ,789 A (Sold or Held) $ ,325 2,305 AR (Sold) $ ,975 VY Clarion Global Real Estate AR (Held) $ ,975 C (Sold) $ ,272 2,345 C (Held) $ ,272 2,345 W (Sold or Held) $ ,631 A (Sold or Held) $ ,128 1,888 AR (Sold) $ ,540 VY PIMCO Bond AR (Held) $ ,540 C (Sold) $ ,073 1,926 C (Held) $ ,073 1,926 W (Sold or Held) $ ,181 A (Sold or Held) $ ,300 2,253 AR (Sold) $ ,920 VY Templeton Foreign Equity AR (Held) $ ,920 C (Sold) $ ,247 2,292 C (Held) $ ,247 2,292 W (Sold or Held) $ ,575 The approximate cost of investing over different periods of time for the Age-Based Options will vary because, as described in Age-Based Options on page 11, such Options may involve investment in different Options at different times, based upon the number of years until the designated beneficiary will be enrolled in higher education, as reported on the account application. Because the Age-Based Options typically involve investment in a sequence of Options rather than in a specific Option and because the appropriate weightings of the applicable Options up-front sales charges (for Class A shares) and expenses during any specific period under the Age-Based Options would differ depending on the assumption made regarding the number of years until higher education enrollment for the beneficiaries during each portion of the specific period. However, the approximate cost of investing for each of the Options used in the Age-Based Options is set forth in the Examples of investment costs table above. Other important considerations A prospective account owner should carefully consider the information in this section, as well as all information in this Program Description before making any decisions concerning the establishment of an account or making any additional contributions. The contents information should not be construed as legal, financial, or tax advice. A prospective account owner should consult an attorney or financial or tax advisor with any legal, business, or tax questions he or she may have. 32

77 The Advisor Program is an investment vehicle. Accounts in the Advisor Program are subject to certain risks. In addition, certain Options carry more and/or different risks than others. An account owner should weigh such risks with the understanding that they could arise at any time during the life of an account. Tax considerations If you are a resident of, or pay taxes to, a state other than Wisconsin, that other state may offer you favorable tax treatment or other benefits only if you invest in a 529 plan offered by that state. State-based benefits should be one of many appropriately weighted factors to be considered in making an investment decision. Therefore, please consult with your financial, tax, or other advisor and legal counsel regarding how such state-based benefits (including limitations) would apply to your specific circumstances prior to investing in the Advisor Program. Additionally, you may wish to consult your home state or any other 529 college savings plan to learn more about their features, benefits, and limitations. Creditor protection The federal Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 created guidelines regarding creditor protection for 529 plans. Federal law now provides certain creditor protections based on the timing of contributions and the debtor s relationship to the designated beneficiary. In general, contributions to a 529 plan account on which the debtor is the account owner made less than one year before the filing of a bankruptcy petition are included in the debtor s bankruptcy estate and are not protected from creditors. Contributions to a debtor s 529 plan account made more than one year before the filing of a bankruptcy petition are generally not considered part of a debtor s bankruptcy estate, provided the following conditions are met: The contributions are not deemed excess contributions or extensions of credit; The designated beneficiary at the time the contribution is made is the debtor s child, stepchild, grandchild, or stepgrandchild; and The protection from creditors of contributions made more than one year but less than two years prior to the filing of the bankruptcy petition is limited up to a maximum of $5,000. The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 set federal guidelines for bankruptcy proceedings. However, certain bankruptcy and creditor protection laws rest with each state. The Wisconsin Trust was established in Wisconsin. Under Wisconsin law, a designated beneficiary s right to qualified withdrawals from the Advisor Program is not subject to garnishment, attachment, execution, or other process of law. Neither the Board nor Voya make any representations or warranties regarding protection from creditors or which law would apply to any particular account. Consult a legal advisor regarding the application of this specific law to your particular circumstances and to determine whether this state or federal protection may apply to your situation. Program and Option risks No guarantee of income or principal Investments are subject to standard investment risks including (but not limited to) market and interest rate risks. The value of an account may increase or decrease over time based on the performance of the Option. This may result in the value of the account being more or less than the amount contributed. Voya, the underlying mutual funds, the Board, the State, nor any instrumentality thereof, makes any guarantee of, nor has any legal obligations to ensure, the ultimate payout of any amount, including a return of contributions made to an account. There is no guarantee that the future account value will be sufficient to cover qualified higher education expenses at the time of withdrawal. In addition, no level of investment return is guaranteed by Voya, the underlying mutual funds, the Board, the State or any instrumentality thereof. Participation in the Advisor Program does not guarantee or otherwise provide a commitment that the designated beneficiary will be admitted to or allowed to continue to attend or receive a degree from any educational institution. Participation in the Advisor Program does not guarantee that a designated beneficiary will be treated as a state resident of any state for tuition or any other purpose. Voya, the underlying mutual funds, the Board, the State, or any instrumentality thereof, does not indemnify any account holder or designated beneficiary against losses or other claims arising from the official or unofficial acts, negligent or otherwise, of Board members or State employees. 33

78 Allocation methodology risk An account in the Age-Based Option is subject to the risk that the allocation methodology (glide path) will not meet an investor s goals. The allocation methodology will not eliminate the market volatility, which could reduce the amount of funds available when the account owner intends to begin to withdraw a portion or all of the account owner s investment in the Option. This risk is greater for an account owner who begins to withdraw a portion or all of the account owner s investment in the Option, in or around the beneficiary s date of enrollment. Accordingly, account owners should periodically assess, and if appropriate, adjust their investment choices with their investment time horizons, risk tolerances and investment objectives in mind. Limited investment direction In general, an account owner, contributor, or designated beneficiary may not direct the investment of an account other than directing the Option in which a contributor should be invested. Once an Option selection has been made at the time of enrollment or subsequent contribution, federal regulations limit investment changes for existing balances once per calendar year and at any time with a change in the designated beneficiary of the account. The ongoing money management is the responsibility of the Board. The Board has control over the Option allocations and reserves the right to change them at its discretion, including, but not limited to, the ability to change underlying investments of an Option, closing an Option to accounts and/or additional contributions, and adding new Options. Limited obligation The Advisor Program is NOT backed by the full faith and credit of the State or any other governmental entity. Illiquidity The circumstances in which account assets may be withdrawn without a penalty or adverse tax consequences are limited. This reduces the liquidity of an investment in the account. Potential program adjustments The Board may, during the life of the Advisor Program, make changes to the Advisor Program, such as adding, closing, or consolidating investment options. No consent or approval from account owners is required in connection with such changes. Account owners who have established accounts prior to the time a change is made available may be prohibited (according to Section 529) from participating in such changes, unless they open new accounts. In addition, the Board may, at any time, change an Option s investment policy, including, but not limited to, changing investment objectives, modifying the target asset allocation, and replacing underlying investments held by the Options. Any such change could negatively impact performance of the affected Option. There is no assurance that the investment policy for an Option will remain in effect for the duration of your investment. Voya may not continue to provide management, administration, distribution, recordkeeping, and certain administrative services to the Advisor Program for the entire period an account is open. Voya s agreement to provide these services is set to expire on October 26, The agreement may be terminated sooner or extended longer under certain circumstances. The Board may hire new or additional Advisor Program managers in the future to manage all or part of the Advisor Program s assets. The Options and the underlying mutual funds may be changed. There is no assurance that the Advisor Program fees and charges or the other terms and conditions of the Participation Agreement will continue without material change. Eligibility for financial aid Federal financial aid. As with other investment accounts, the value of account assets may be taken into account in a student s federal financial aid determinations. If the account owner is the student s parent, the account balance may be treated as a parental asset. As a general matter, a smaller percentage of such parental assets (under current law, a maximum of 5.64%) than of student assets (under current law, 20%) is deemed available in each year to the student, and accordingly parental assets generally have a lesser impact than student assets for purposes of determining federal financial aid eligibility. In cases where the account owner is a dependent student (whether through an UGMA/ UTMA custodian or directly), the available balance is treated as a parental asset, and accordingly a maximum of 5.64% of such account assets will be deemed available to the student in each year for federal financial aid purposes. In cases where the account owner is an independent student, the available balance is treated as a student asset, and accordingly 20% of the account assets are deemed available to the student in each year for federal financial aid purposes. Assets in an account not owned by a parent or student generally are not considered in the student s need analysis for federal financial aid purposes. School-based financial aid. Some educational institutions have indicated that they will consider the balances in a qualified tuition plan savings account when determining eligibility for financial aid provided by such institutions. You should consult your financial aid advisor for more information. 34

79 Wisconsin State-funded financial aid. Wisconsin law specifies that Advisor Program assets will NOT affect a beneficiary s eligibility for State-funded financial aid. Advisor Program assets can be excluded from Wisconsin State financial aid calculations by contacting the Higher Education Aids Board and having the assets removed from the expected family contribution calculations. It is possible that account assets may have an adverse effect on the beneficiary s eligibility for other financial aid programs. Policies on the treatment of Advisor Program assets will vary at different institutions and over time. Account owners and beneficiaries should check on applicable laws, regulations, financial aid programs, and institutional requirements concerning the impact of Advisor Program assets on eligibility. Status of federal and state law and regulations governing the program Federal and Wisconsin law and regulations governing the administration of 529 programs could change in the future. In addition, federal and state laws regarding the funding of higher education expenses, treatment of financial aid, and tax matters also could change in the future. It is unknown what effect these kinds of changes could have on an account. You should also consider the potential impact of any other state laws applicable to your account. Suitability The Board, Voya, the underlying mutual funds, and the State or any instrumentality thereof, except as required by law, make no representations regarding the appropriateness of the Advisor Program as an investment. Other types of investments may be more appropriate depending upon an account owner s investment objectives, financial status, tax situation, risk tolerance, or age. There are programs and investment options other than the Advisor Program available as education investment alternatives. They may entail tax and other fee or expense consequences and features different from the Advisor Program, including, for example, different investments and different levels of account owner control. Anyone considering investing in the Advisor Program may wish to consider these alternatives and/or consult a tax or financial advisor to seek advice concerning the appropriateness of this investment prior to opening an account. Underlying funds details The following information summarizes the investment objective, principal investment strategies, and risks associated with each of the underlying funds in which the Options in the Advisor Program invest. In seeking to achieve its investment objective, an underlying fund may invest in various types of securities and engage in various investment techniques which are not the principal focus of the underlying fund and therefore are not described below. Such investment practices and the associated risks are identified and discussed in each of the underlying fund s prospectus and statement of additional information. You should read each prospectus carefully before you invest or send money. For information on how to obtain copies of the prospectuses, statements of additional information, and annual and semi-annual reports of the underlying funds, including management fees and expenses, please call the numbers listed below. Voya at BlackRock at Columbia at Northern at TIAA-CREF at The investment objective, investment strategies, and risks of an underlying fund may change at any time, without the consent of, or notice to, and Account Owner. BlackRock Global Allocation Fund, Inc. Sub-Adviser: BlackRock Investment Management, LLC Investment Objective: High total investment return. Main Investments: The fund invests in a portfolio of equity, debt and money market securities. Generally, the fund s portfolio will include both equity and debt securities. Equity securities include common stock, preferred stock, securities convertible into common stock, rights and warrants or securities or other instruments whose price is linked to the value of common stock. At any given time, however, the fund may emphasize either debt securities or equity securities. In selecting equity investments, the fund mainly seeks securities that management believes are undervalued. The fund may buy debt securities of varying maturities, debt securities paying a fixed or fluctuating rate of interest, and debt securities of any kind, including, by way of example, securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, by foreign governments or international agencies or supranational entities, or by domestic or foreign private issuers, debt securities convertible into equity securities, inflation- indexed bonds, structured notes, loan assignments and loan participations. In addition, the fund may invest up to 35% of its total assets in high yield or junk bonds, corporate loans and distressed securities. The fund may also invest in Real Estate Investment Trusts ( REITs ). When choosing investments, management considers various factors, including opportunities for equity or debt investments to increase in value, expected dividends and interest rates. The fund generally seeks diversification 35

80 across markets, industries and issuers as one of its strategies to reduce volatility. The fund has no geographic limits on where it may invest, including emerging markets. The fund may invest in the securities of companies of any market capitalization. Generally, the fund may invest in the securities of corporate and governmental issuers located anywhere in the world. The fund may emphasize foreign securities when fund management expects these investments to outperform U.S. securities. When choosing investment markets, management considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates. In addition to investing in foreign securities, the fund actively manages its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. The fund may own foreign cash equivalents or foreign bank deposits and may also invest in non-u.s. currencies. The fund may underweight or overweight a currency based on the management team s outlook. Under normal circumstances, the fund will allocate a substantial amount (approximately 40% or more -- unless market conditions are not deemed favorable by the fund s management team, in which case the fund would invest at least 30%) -- of its total assets in securities of (i) foreign government issuers, (ii) issuers organized or located outside the U.S., (iii) issuers which primarily trade in a market located outside the U.S., or (iv) issuers doing a substantial amount of business outside the U.S., which the fund considers to be companies that derive at least 50% of their revenue or profits from business outside the U.S. or have at least 50% of their sales or assets outside the U.S. The fund will allocate its assets among various regions and countries including the United States (but in no less than three different countries). For temporary defensive purposes, the fund may deviate very substantially from the allocation described above. The fund may seek to provide exposure to the investment returns of real assets that trade in the commodity markets through investment in commodity-linked derivative instruments and investment vehicles that exclusively invest in commodities such as exchange traded funds, which are designed to provide this exposure without direct investment in physical commodities. The fund may also gain exposure to commodity markets by investing up to 25% of its total assets in BlackRock Cayman Global Allocation Fund I, Ltd. a wholly owned subsidiary of the fund formed in the Cayman Islands, which invests primarily in commodity-related instruments. Main Risks: Call, commodities, company, convertible securities, credit, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, inflation-index bonds, interest in loans, interest rate, liquidity, market, market capitalization, real estate investment companies and real estate investment trusts, sovereign debt, subsidiary, and U.S. government securities and obligations. Columbia Dividend Opportunity Fund Adviser: Columbia Management Investment Advisers, LLC Investment Objective: To provide shareholders with a high level of current income. The fund s secondary objective is growth of income and capital. Main Investments: The fund invests its assets primarily in equity securities. Under normal market conditions, the fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in dividendpaying common and preferred stocks. The selection of dividend paying stocks is the primary decision in building the investment portfolio. The fund can invest in companies of any size. The fund can invest in any economic sector and, at times, it may emphasize one or more particular sectors. The fund may invest up to 25% of its net assets in foreign investments. In pursuit of the fund s objectives, the fund s investment manager chooses investments by applying quantitative screens to determine yield potential. Main Risks: Company, currency, dividend, focused investing, foreign investments, investment model, liquidity, market, and market capitalization. Columbia Limited Duration Credit Fund Adviser: Columbia Management Investment Advisers, LLC Investment Objective: To provide shareholders with a level of current income consistent with preservation of capital. Main Investments: The fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in credit-related bonds and other debt securities. The fund will primarily invest in debt securities with short- and intermediate-term maturities. The fund will primarily invest in credit-related bonds, such as corporate bonds and agency, sovereign, supranational and local authority bonds. The fund may invest up to 15% of its net assets in securities rated below investment grade. Up to 25% of the fund s net assets may be invested in foreign investments, including emerging markets. Main Risks: Call, credit, currency, foreign investments/developing and emerging markets, high-yield securities, interest rate, liquidity, municipal obligations, and sovereign debt. 36

81 Northern Funds Small Cap Value Fund Adviser: Northern Trust Investments, Inc. Investment Objective: Long-term capital appreciation. Any income received is incidental to this objective. Main Investments: The fund invests at least 80% of its net assets in equity securities of small capitalization companies. Small capitalization companies generally are considered to be those whose market capitalization is, at the time the fund makes an investment, within the range of the market capitalization of companies in the Russell 2000 Value Index. Companies whose capitalization no longer meets this definition after purchase may continue to be considered small capitalization companies. As of May 31, 2013, the market capitalization of the companies in the Russell 2000 Value Index was between $1.1million and $4.3 billion. The size of companies in the Russell 2000 Value Index changes with market conditions. In addition, changes to the composition of the Russell 2000 Value Index can change the market capitalization range of companies in the Russell 2000 Value Index. The fund is not limited to the stocks included in the Russell 2000 Value Index and may invest in other stocks that meet the fund s investment adviser s criteria. The fund, from time to time, may emphasize particular companies or market segments, such as financial services, in attempting to achieve its investment objective. Many of the companies in which the fund invests retain their earnings to finance current and future growth. These companies generally pay little or no dividends. Main Risks: Company, investment model, liquidity, market, small-capitalization company, and value investing. TIAA-CREF Bond Index Fund Adviser: Teachers Advisors, Inc. Investment Objective: Favorable long-term total return, mainly from current income, by primarily investing in a portfolio of fixed-income securities that is designed to produce a return that corresponds with the total return of the U.S. investment-grade bond market based on a broad bond index. Main Investments: The fund invests at least 80% of its assets in bonds within its benchmark and portfolio tracking index, the Barclays U.S. Aggregate Bond Index (the Index ). The fund uses a sampling technique to create a portfolio that closely matches the overall investment characteristics of the Index without investing in all of the securities in the Index. At times the fund may purchase securities not held in the Index, but which Teachers Advisors, Inc. ( Advisors ) believes have similar investment characteristics to securities held in the Index. The fund intends to invest in public, investment-grade, taxable debt securities denominated in U.S. dollars including government securities, as well as mortgage-backed, commercial mortgage-backed and asset-backed securities. Investments in mortgage-backed securities may include pass-through securities sold by private, governmental and government-related organizations and collateralized mortgage obligations, to the extent that such instruments are held by the Index. The fund may invest in foreign securities denominated in U.S. dollars only to the extent they are included or eligible to be included in the Index. Securities purchased by the fund will mainly be high-quality instruments rated in the top four credit categories by Moody s or S&P or deemed to be of the same quality by Advisors using its own credit quality analysis. The fund may continue to hold instruments that were rated as high-quality when purchased, but which subsequently are downgraded to below-investment-grade status or have their ratings withdrawn by one or more rating agencies. Because the return of an index is not reduced by investment and other operating expenses, the fund s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of this index by the fund is not a fundamental policy of the fund and may be changed without shareholder approval. Main Risks: Call, credit, currency, foreign investments, high-yield securities, interest rate, index strategy, liquidity, mortgage- and/or asset backed securities, prepayment and extension, and U.S. government securities and obligations. TIAA-CREF Equity Index Fund Adviser: Teachers Advisors, Inc. Investment Objective: Favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets based on a market index. Main Investments: The fund invests at least 80% of its assets in equity securities of its benchmark index (the Russell 3000 Index). The fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. The fund is designed to track various U.S. equity markets as a whole or a segment of these markets. Because the return of an index is not reduced by investment and other operating expenses, the fund s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by the fund is not a fundamental policy and may be changed without shareholder approval. 37

82 Main Risks: Company, currency, index strategy, liquidity, market, and market capitalization. TIAA-CREF International Equity Index Fund Adviser: Teachers Advisors, Inc. Investment Objective: Favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of foreign equity investments based on a market index. Main Investments: The fund invests at least 80% of its assets in equity securities of its benchmark index (the MSCI EAFE Index). The fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. The fund is designed to track foreign equity markets as a whole or a segment of these markets. Because the return of an index is not reduced by investment and other operating expenses, the fund s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by the fund is not a fundamental policy and may be changed without shareholder approval. The portfolio management team will attempt to build a portfolio that generally matches the market weighted investment characteristics of the fund s benchmark index. Main Risks: Company, currency, foreign investments, index strategy, liquidity, market, and market capitalization. TIAA-CREF Principal Plus Interest Portfolio Adviser: Teachers Advisors, Inc. Investment Objective: To provide current income consistent with the preservation of principal. Main Investments: The assets in this portfolio are allocated to a funding agreement issued by TIAA-CREF Life, which is an affiliate of TFI, to the Wisconsin Trust as the policyholder on behalf of the Advisor Program. The funding agreement provides a minimum guaranteed rate of return on the amounts allocated to it by the Option. The minimum effective annual interest rate will be neither less than 1% nor greater than 3% at any time. The guarantee is made by the insurance company to the policyholder, not to account owners. In addition to the guaranteed rate of interest to the policyholder, the funding agreement allows for the possibility that additional interest may be credited as declared periodically by TIAA-CREF Life. The rate of any additional interest is declared in advance for a period of up to 12 months and is not guaranteed for any future periods. The current effective annual interest rate applicable to the funding agreement will be posted on the Advisor Program s website. Main Risks: The portfolio is primarily subject to the risk that TIAA-CREF Life could fail to perform its obligations under the funding agreement for financial or other reasons. TIAA-CREF Small-Cap Blend Index Fund Adviser: Teachers Advisors, Inc. Investment Objective: Favorable long-term total return, mainly through capital appreciation, by investing primarily in a portfolio of equity securities in smaller domestic companies based on a market index. Main Investments: The fund invests at least 80% of its assets in equity securities of its benchmark index (the Russell 2000 Index). The fund buys most, but not necessarily all, of the stocks in its benchmark index, and will attempt to closely match the overall investment characteristics of its benchmark index. The fund is designed to track various U.S. equity markets as a whole or a segment of these markets. Because the return of an index is not reduced by investment and other operating expenses, the fund s ability to match its index is negatively affected by the costs of buying and selling securities as well as other expenses. The use of a particular index by the fund is not a fundamental policy and may be changed without shareholder approval. Main Risks: Company, index strategy, liquidity, market, and small-capitalization company. Voya Corporate Leaders 100 Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Outperform the S&P 500 Index. Main Investments: The fund invests primarily in equity securities of issuers listed on the S&P 100 Index, a subset of the S&P 500 Index. Equity securities include, but are not limited to, common and preferred stock, warrants and 38

83 convertible securities. The fund also invests in derivatives including, but not limited to, futures. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, convertible securities, credit, derivative instruments, index strategy, interest rate, liquidity, market, other investment companies, and securities lending. Voya Emerging Markets Index Portfolio Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of an index that measures the investment return of emerging markets securities ( Index ). Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of companies, which are at the time of purchase, included in an Index that measures the investment return of emerging markets securities; depositary receipts representing securities in the Index; convertible securities that are convertible into stocks included in the Index; other derivatives whose economic returns are, by design, closely equivalent to the returns of the Index or its components; and exchange-traded funds. Under normal market conditions, the portfolio invests all, or substantially all of its assets in these securities. The portfolio currently invests principally in equity securities designed to track the performance of the Index (currently MSCI Emerging Markets Index). As of February 28, 2014, a portion of the MSCI Emerging Markets Index was concentrated in the financials sector (including a focus in the commercial banks industry). The portfolio is non-diversified, which means it may invest a significant portion of its assets in a single issuer. The portfolio may invest in other investment companies to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Company, concentration, convertible securities, credit, currency, derivative instruments, focused investing, foreign investments/developing and emerging markets, index strategy, interest rate, issuer non-diversification, liquidity, market, market capitalization, other investment companies, and securities lending. Voya Floating Rate Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: High level of current income. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in U.S. dollar denominated floating rate loans and other floating rate debt instruments, including: floating rate bonds; floating rate notes; money market instruments with a remaining maturity of 60 days or less; floating rate debentures; and tranches of floating rate asset-backed securities, including structured notes, made to, or issued by, U.S. and non-u.s. corporations or other business entities (collectively "Floating Rate Debt"). The fund normally invests substantially in floating rate loans. The fund generally invests in below investment-grade floating rate loans that either hold the most senior position in the capital structure of the borrower, hold an equal ranking with other senior debt, or have characteristics (such as a senior position secured by liens on a borrower's assets) that the sub-adviser believes justify treatment as senior debt. The fund may invest in floating rate loans of companies whose financial condition is troubled or uncertain and that may be involved in bankruptcy proceedings, reorganizations, or financial restructurings. Although the fund has no restrictions on investment maturity, normally the floating rate loans will have remaining maturities of ten years or less. The fund may invest in the following derivative instruments: interest rate swaps and futures or forward contracts. The fund may invest up to 20% of its assets, measured at the time of purchase, in a combination of one or more of the following types of U.S. dollar denominated investments: senior or subordinated fixed rate debt instruments, including notes and bonds, whether secured and unsecured; equity securities: (i) as an incident to the purchase or ownership of Floating Rate Debt or fixed rate debt instruments; (ii) in connection with a restructuring of a borrower or issuer or its debt; or (iii) if the fund already owns Floating Rate Debt or a fixed rate debt instrument of the issuer of such equity; short-term debt obligations, repurchase agreements, cash and cash equivalents that do not otherwise qualify as Floating Rate Debt; and other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. Main Risks: Credit for floating rate loan funds, demand for loans, derivative instruments, equity securities incidental to investments in loans, foreign investments for floating rate loan funds, high-yield securities, interest in loans, interest rate for floating rate loan funds, leverage for floating rate loan funds, limited secondary market for floating rate loans, 39

84 liquidity for floating rate loan funds, other investment companies, prepayment and extension for floating rate loans, and valuation of loans. Voya Global Bond Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Maximize total return through a combination of current income and capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in bonds of issuers in a number of different countries, which may include the United States. The fund may invest in securities of issuers located in developed and emerging market countries. Securities may be denominated in foreign currencies or in the U.S. dollar. The fund may hedge its exposure to securities denominated in foreign currencies. The fund may borrow money from banks and invest the proceeds of such loans in portfolio securities to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund invests primarily in investment-grade securities which include, but are not limited to, corporate and government bonds which, at the time of investment, are rated investment-grade (at least BBB- by Standard & Poor's Ratings Services or Baa3 by Moody s Investors Service, Inc.) or have an equivalent rating by a nationally recognized statistical rating organization, or are of comparable quality if unrated. The fund may also invest in preferred stocks, money market instruments, municipal bonds, commercial and residential mortgage-related securities, asset-backed securities, other securitized and structured debt products, private placements, sovereign debt, and other investment companies. The fund may also invest its assets in bank loans and a combination of floating rate secured loans ("Senior Loans") and shares of Voya Prime Rate Trust, a closed-end investment company that invests in Senior Loans. Although the fund may invest a portion of its assets in high-yield debt securities rated below investment-grade ( junk bonds ), the fund will seek to maintain a minimum weighted average portfolio quality rating of at least investment-grade. The dollar-weighted average portfolio duration will generally range between two and nine years. The fund may use derivatives, including futures, swaps (including interest rate swaps, total return swaps, and credit default swaps), and options, among others. The fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls and reverse repurchase agreements.) The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the 1940 Act. The fund is non-diversified, which means it may invest a significant portion of its assets in a single issuer. The fund may lend portfolio securities on a short-term or longterm basis, up to % of its total assets. Main Risks: Call, company, credit, credit default swaps, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest in loans, interest rate, investment model, issuer non-diversification, leverage, liquidity, market, mortgage- and/or asset-backed securities, municipal obligations, other investment companies, prepayment and extension, securities lending, and sovereign debt. Voya Global Real Estate Fund Sub-Adviser: CBRE Clarion Securities LLC Investment Objective: High total return consisting of capital appreciation and current income. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in a portfolio of equity securities of companies that are principally engaged in the real estate industry. As a general matter, the fund expects these investments to be in common stocks of companies of any market capitalization, including real estate investment trusts. The fund may invest in companies located in countries with emerging securities markets. The fund may also invest in convertible securities, initial public offerings, and Rule 144A securities. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, concentration, convertible securities, credit, currency, foreign investments/developing and emerging markets, initial public offerings, interest rate, liquidity, market, market capitalization, other investment companies, real estate companies and real estate investment trusts, and securities lending. Voya GNMA Income Fund Sub-Adviser: Voya Investment Management Co. LLC 40

85 Investment Objective: High level of current income consistent with liquidity and safety of principal through investment primarily in Government National Mortgage Association ( GNMA ) mortgage-backed securities (also known as GNMA Certificates) that are guaranteed as to the timely payment of principal and interest by the U.S. government. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in GNMA Certificates. The fund may purchase or sell GNMA Certificates on a delayed delivery or forward commitment basis through the to-be-announced market. The remaining assets of the fund will be invested in other securities issued or guaranteed by the U.S. government, including U.S. Treasury securities, and securities issued by other agencies and instrumentalities of the U.S. government. The fund may also invest in repurchase agreements secured by securities issued or guaranteed by the U.S. government, GNMA Certificates, and securities issued by other agencies and instrumentalities of the U.S. government. The fund may invest in debt securities of any maturity, although the subadviser expects to invest in securities with effective maturities in excess of one year. The fund may invest in futures, including U.S. Treasury futures, to manage the duration of the fund. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Credit, derivative instruments, interest rate, liquidity, mortgage- and/or asset-backed securities, other investment companies, prepayment and extension, repurchase agreements, securities lending, U.S. government securities and obligations, and when issued and delayed delivery securities and forward commitments. Voya High Yield Bond Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: High level of current income and total return. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in a portfolio of high-yield (high risk) bonds, commonly referred to as "junk bonds." High-yield bonds are debt securities that, at the time of purchase, are not rated by a nationally recognized statistical rating organization ( NRSRO ) or are rated below investment-grade (for example, rated below BBB- by Standard & Poor s Ratings Services or Baa3 by Moody s Investors Service, Inc.) or have an equivalent rating by a NRSRO. The fund defines high-yield bonds to include: bank loans; payment-in-kind securities; fixed and variable floating rate and deferred interest debt obligations; zero-coupon bonds and debt obligations provided they are unrated or rated below investment-grade. There are no restrictions on the rating level of the securities in the fund's portfolio and the fund may purchase and hold securities in default. There are no restrictions on the average maturity of the fund or the maturity of any single investment. Any remaining assets may be invested in investment-grade debt instruments; common and preferred stocks; U.S. government securities; money market instruments; and debt securities of foreign issuers including securities of companies in emerging markets. The fund may invest in derivatives including, but not limited to, structured debt obligations, dollar roll transactions and swap agreements, including credit default swaps. The fund may invest in companies of any size. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Call, company, credit, credit default swaps, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest rate, liquidity, market, market capitalization, other investment companies, securities lending, U.S. government securities and obligations, and zerocoupon bonds and pay-in-kind securities. Voya Intermediate Bond Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Maximize total return through income and capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in a portfolio of bonds, including but not limited to corporate, government and mortgage bonds which, at the time of purchase, are rated investment-grade (e.g., rated at least BBB- by Standard & Poor's Ratings Services or Baa3 by Moody's Investors Service, Inc.) or have an equivalent rating by a nationally recognized statistical rating organization, or of comparable quality if unrated. Although the fund may invest a portion of its assets in high-yield (high risk) debt instruments, commonly referred to as "junk bonds," rated below investment-grade, the fund will seek to maintain a minimum average portfolio quality rating of at least investment-grade. Generally, the sub-adviser maintains a dollarweighted average duration between three and ten years. The fund may also invest in: preferred stocks; high quality 41

86 money market instruments; municipal bonds; debt instruments of foreign issuers (including those located in emerging market countries); securities denominated in foreign currencies; foreign currencies; mortgage-backed and asset-backed securities; bank loans and floating rate loans; and derivatives including futures, options, and swaps involving securities, securities indices and interest rates, which may be denominated in the U.S. dollar or foreign currencies. The fund may seek to obtain exposure to the securities in which it invests by entering into a series of purchase and sale contracts or through other investment techniques such as buy backs and dollar rolls. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Call, company, credit, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest in loans, interest rate, investment model, liquidity, market, mortgage- and/or asset-backed securities, municipal obligations, other investment companies, prepayment and extension, securities lending, and U.S. government securities and obligations. Voya Large Cap Growth Portfolio Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Long-term capital growth. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of large-capitalization companies. For this portfolio, large-capitalization companies are companies with market capitalizations which fall within the range of companies in the Russell 1000 Growth Index at the time of purchase. The portfolio may also invest in derivative instruments which include, but are not limited to futures or index futures. The portfolio may also invest up to 25% of its assets in foreign securities. The portfolio may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments, growth investing, investment model, liquidity, market, other investment companies, and securities lending. Voya Large Cap Value Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Long-term growth of capital and current income. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of dividend paying, large-capitalization issuers. The sub-adviser defines large-capitalization companies that fall within the collective range of companies within the Russell 1000 Value Index at the time of purchase. Equity securities include common and preferred stocks, warrants, and convertible securities. The fund may invest in foreign securities, including companies located in countries with emerging securities markets. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, convertible securities, credit, currency, dividend, foreign investments/developing and emerging markets, interest rate, investment model, liquidity, market, market capitalization, other investment companies, securities lending, and value investing. Voya Limited Maturity Bond Portfolio Sub-Adviser: Voya Investment Management Co. LLC Investment Objectives: Highest current income consistent with low risk to principal and liquidity. As a secondary objective, the portfolio seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of bonds that are limited maturity debt instruments. These short- to intermediate-term debt instruments have remaining maturities of seven years or less. The dollar-weighted average maturity of the portfolio 42

87 generally will not exceed five years and in periods of rising interest rates may be shortened to one year or less. Under normal market conditions, the portfolio maintains significant exposure to government securities. The portfolio invests in non-government securities, issued by companies of all sizes, only if rated Baa3 or better by Moody s Investors Service, Inc. ( Moody s ) or BBB- or better by Standard & Poor s Ratings Services ( S&P ) and Fitch Ratings ( Fitch ), or if not rated determined that they are of comparable quality. Money market securities must be rated in the two highest rating categories by Moody s (P-1 or P-2), S&P (A-1+, A-1 or A-2), or Fitch (A-1+, A-1 or A-2), or determined, at the time of purchase, to be of comparable quality by the sub-adviser. The portfolio may also invest in: preferred stocks; U.S. government securities, securities of foreign governments and supranational organizations; mortgage bonds; municipal bonds, notes and commercial paper; and debt instruments of foreign issuers. The portfolio may engage in dollar roll transactions and swap agreements, including credit default swaps. The portfolio may use options and futures contracts involving securities, securities indices and interest rates to hedge against market risk, to enhance returns and as a substitute for conventional securities. A portion of the portfolio s assets may be invested in mortgage-backed and assetbacked debt instruments. In addition, private placements of debt instruments (which are often restricted securities) are eligible for purchase along with other illiquid securities, subject to appropriate limits. The portfolio may borrow up to 10% of the value of its net assets. This amount may be increased to 25% for temporary purposes. The portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Company, credit, credit default swaps, currency, derivative instruments, foreign investments, interest rate, leverage, liquidity, market, market capitalization, mortgage- and/or asset-backed securities, municipal obligations, other investment companies, prepayment and extension, securities lending, sovereign debt, and U.S. government securities and obligations. Voya MidCap Opportunities Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Long-term capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of mid-sized U.S. companies (defined as those companies with market capitalizations that fall within the range of companies in the Russell Midcap Growth Index at the time of purchase). The fund may also invest in derivative instruments which include, but are not limited to, index futures. The fund may also invest in foreign securities. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments, investment model, liquidity, market, midcapitalization company, other investment companies, and securities lending. Voya Multi-Manager Emerging Markets Equity Fund Sub-Adviser: Delaware Investments Fund Advisors and J.P. Morgan Investment Management Inc. Investment Objective: Long-term capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of issuers in emerging markets. The fund may invest in companies of any market capitalization. Equity securities may include common stock, preferred stock, convertible securities, depositary receipts, participatory notes, trust or partnership interests, warrants and rights to buy common stock, and privately placed securities. The fund may also invest in real estate investment trusts and non-investment-grade bonds (high-yield or "junk bonds"). The fund may invest in derivatives including, but not limited to, futures, options, swaps, and forwards. The fund may invest in securities denominated in U.S. dollars, major reserve currencies, and currencies of other countries in which it can invest. The fund typically maintains full currency exposure to those markets in which it invests. However, the fund may, from time to time, hedge a portion of its foreign currency exposure into the U.S. dollar. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Call, company, convertible securities, credit, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, interest rate, investment model, liquidity, market, 43

88 market capitalization, other investment companies, real estate companies and real estate investment trusts, and securities lending. Voya Multi-Manager International Equity Fund Sub-Adviser: Baillie Gifford Overseas Limited, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and T. Rowe Price Associates, Inc. Investment Objective: Long-term growth of capital. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities. The fund invests at least 65% of its assets in equity securities of companies organized under the laws of, or with principal offices located in, a number of different countries outside of the United States, including companies in countries in emerging markets. The fund does not focus its investments in a particular industry or country. The fund may invest in companies of any market capitalization. The equity securities in which the fund may invest include, but are not limited to, common stocks, preferred stocks, depositary receipts, rights and warrants to buy common stocks, and privately placed securities. The fund may invest in derivative instruments including options, futures, and forward foreign currency exchange contracts. The fund invests its assets in foreign investments which are denominated in U.S. dollars, major reserve currencies and currencies of other countries and can be affected by fluctuations in exchange rates. To attempt to protect against adverse changes in currency exchange rates, the fund may, but will not necessarily use special techniques such as forward foreign currency exchange contracts. The fund may invest in other investment companies, including exchange traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund s investment adviser will determine the amount of fund assets allocated to each sub-adviser. The fund may lend portfolio securities on a short-term or longterm basis, up to % of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments/developing and emerging markets, liquidity, market, market capitalization, other investment companies, and securities lending. Voya Multi-Manager Mid Cap Value Fund Sub-Adviser: LSV Asset Management; RBC Global Asset Management (U.S.) Inc.; and Wellington Management Company, LLP Investment Objective: Long-term capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of mid-capitalization companies. The sub-advisers define mid-capitalization companies as those companies with market capitalizations that fall within the collective range of companies within the Russell Midcap Index and the S&P MidCap 400 Index at the time of purchase. Capitalization of companies in these indices will change with market conditions. The fund focuses on securities that the sub-advisers believe are undervalued in the marketplace. The fund expects to invest primarily in securities of U.S.-based companies, but may also invest in securities of non-u.s. companies, including companies located in countries with emerging securities markets. The fund may also invest up to 20% of its net assets in real estate investment trusts. The fund may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, currency, foreign investments/developing and emerging markets, investment model, liquidity, market, mid-capitalization company, other investment companies, real estate investment companies and real estate investment trusts, securities lending, and value investing. Voya Small Company Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Growth of capital primarily through investment in a diversified portfolio of common stock of companies with smaller market capitalizations. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of small-capitalization companies (defined as those companies included in the S&P SmallCap 600 Index or the Russell 2000 Index) at the time of purchase, or if not included in either index, have market capitalizations that fall within the range of the market capitalizations of companies included in the S&P SmallCap 600 Index or the Russell 2000 Index. The fund may invest in derivative instruments including, but not limited to, put and call options. 44

89 The fund may invest, to a limited extent, in foreign stocks. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or longterm basis, up to % of its total assets. Main Risks: Company, currency, derivative instruments, foreign investments, investment model, liquidity, market, other investment companies, securities lending, and small-capitalization company. Voya SmallCap Opportunities Fund Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Capital appreciation. Main Investments: The fund invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of smaller, lesser-known U.S. companies. For this fund, smaller companies are those with market capitalizations that fall within the range of companies in the Russell 2000 Growth Index at the time of purchase. The fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, investment model, liquidity, market, other investment companies, securities lending, and smallcapitalization company. Voya U.S. Stock Index Portfolio Sub-Adviser: Voya Investment Management Co. LLC Investment Objective: Total return. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of companies included in the S&P 500 Index or equity securities of companies that are representative of the index (including derivatives). The portfolio invests principally in common stocks and employs a "passive management" approach designed to track the performance of the index, which is denominated by stocks of large U.S. companies. The portfolio usually attempts to replicate the target index by investing all, or substantially all, of its assets in stocks that make up the index. The portfolio may also invest in stock index futures and other derivatives. In the event that the portfolio's market value is $50 million or less, in order to replicate investment in stocks listed on the index, the sub-adviser may invest the entire amount of the portfolio's assets in index futures, in exchange-traded funds, or in a combination of index futures and exchange-traded funds, subject to any limitation on the portfolio's investments in such securities. The portfolio may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Company, derivative instruments, index strategy, liquidity, market, other investment companies, and securities lending. VY BlackRock Inflation Protected Bond Portfolio Sub-Adviser: BlackRock Financial Management, Inc. Investment Objective: Maximize real return consistent with preservation of real capital and prudent investment management. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in inflation-indexed bonds of varying maturities issued by the U.S. and non-u.s. governments, their agencies or instrumentalities, and U.S. and non-u.s. corporations. Inflation-indexed bonds are debt instruments that are structured to provide protection against inflation. For purposes of satisfying the 80% requirement, the portfolio may also invest in derivative instruments that have economic characteristics similar to inflation-indexed bonds. The value of the bond s principal or the interest income paid on the bond is adjusted to track changes in an official inflation measure. Inflationindexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by the government. Real return equals total return less the estimated cost of inflation, which is typically measured by the change in an official inflation measure. The portfolio maintains an average portfolio duration that is within +/- 20% of the duration of the Barclays U.S. Treasury Inflation Protected Securities Index. The portfolio may invest up to 20% of its 45

90 assets in non-investment-grade bonds (high-yield or junk bonds ) or debt securities of emerging market issuers. The portfolio may invest up to 20% of its assets in non-dollar denominated securities of non-u.s. issuers, and may invest, without limit, in U.S. dollar denominated securities of non-u.s. issuers. The portfolio is non-diversified which means it may invest a significant portion of its assets in a single issuer. The portfolio may also purchase: U.S. Treasuries and agency securities, commercial and residential mortgage-backed securities, collateralized mortgage obligations, investment-grade corporate bonds, and asset-backed securities. Non-investment grade bonds acquired by the portfolio will generally be in the lower rating categories of the major rating agencies (BB or lower by Standard & Poor's Ratings Services or Ba or lower by Moody's Investors Service, Inc.) or will be determined by the management team to be of similar quality. Split rated bonds will be considered to have the higher credit rating. The portfolio may buy or sell options or futures, or enter into swaps, interest rate, or foreign currency transactions (collectively, commonly known as "derivatives"). The portfolio may also invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets. Main Risks: Call, credit, currency, deflation, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, inflation-indexed bonds, interest rate, issuer non-diversification, leverage, liquidity, mortgage- and/or asset-backed securities, other investment companies, prepayment and extension, securities lending, sovereign debt, and U.S. government securities and obligations. VY PIMCO Bond Portfolio Sub-Adviser: Pacific Investment Management Company LLC Investment Objective: Maximize total return consistent with capital preservation and prudent investment management. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of fixed-income instruments of varying maturities which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. The average portfolio duration of this portfolio normally varies within two years (plus or minus) of the duration of the Barclays U.S. Aggregate Bond Index. The portfolio debt instruments in which the portfolio may invest include: securities issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises; corporate debt securities of U.S. and non-u.s. issuers, including convertible securities and corporate commercial paper; mortgage-backed and other asset-backed securities; inflation-indexed bonds issued both by governments and corporations; structured notes, including hybrid or indexed securities and event-linked bonds; bank capital and trust preferred securities; loan participations and assignments; delayed funding loans and revolving credit facilities; bank certificates of deposit, fixed-time deposits and bankers acceptances; repurchase agreements on debt instruments and reverse repurchase agreements on debt instruments; debt securities issued by state or local governments and their agencies, authorities, and other government-sponsored enterprises; obligations of non-u.s. governments or their subdivisions, agencies, and government sponsored enterprises; and obligations of international agencies or supranational entities. The portfolio may invest in derivatives based on debt instruments, such as options, futures contracts, or swap agreements. The portfolio may engage in short sales and may also invest up to 10% of its total assets in equity-related securities, such as convertible securities and preferred stocks. Invests primarily in investment-grade debt securities, but may invest up to 10% of its total assets in high-yield securities ( junk bonds ) rated below investment-grade and within such limitation may invest in mortgagerelated securities rated below investment-grade. The portfolio may invest up to 30% of its total assets in non-u.s. dollar-denominated securities of foreign issuers and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The portfolio may invest up to 15% of its total assets in securities and instruments that are economically tied to countries with emerging securities markets. Foreign currency exposure normally will be limited to 20% of the portfolio s total assets. The portfolio may also invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements or in mortgage- or asset-backed securities. The portfolio may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buybacks or dollar rolls). The portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Bank instruments, call, company, convertible securities, credit, credit default swaps, currency, derivative instruments, foreign investments/developing and emerging markets, high-yield securities, inflation-indexed bonds, interest in loans, interest rate, leverage, liquidity, market, market capitalization, mortgage- and/or asset-backed securities, other investment companies, prepayment and extension, securities lending, short sales, sovereign debt, and U.S. government securities and obligations. 46

91 VY Templeton Foreign Equity Portfolio Sub-Adviser: Templeton Investment Counsel, LLC Investment Objective: Long-term capital growth. Main Investments: The portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in foreign (non-u.s.) equity securities, including countries with emerging securities markets. Equity securities include common stocks, preferred stocks and convertible securities. The portfolio may also invest in depositary receipts. The portfolio may also have significant investments in one or more countries or in particular sectors, such as financial institutions or industrial companies. The portfolio may use derivative strategies, which would include futures and equity linked notes. The portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder. The portfolio may lend portfolio securities on a short-term or long-term basis, up to % of its total assets. Main Risks: Company, convertible securities, credit, currency, derivative instruments, focused investing, foreign investments/developing and emerging markets, interest rate, liquidity, market, market capitalization, other investment companies, and securities lending. Underlying funds risks All mutual funds involve risk - some more than others - and there is always the chance that you could lose money or not earn as much as you hope. A fund s/portfolio s risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses. Below is a discussion of the risks associated with certain of the types of securities in which the fund/portfolios may invest and certain of the investment practices that the fund/portfolios may use. For more information about these and other types of securities and investment techniques that may be used by the fund/portfolios, please see the prospectus and/or statement of additional information for that fund/portfolio. Bank Instruments. A fund/portfolio may invest in certificates of deposit, fixed-time deposits, bankers' acceptances, and other debt and deposit-type obligations issued by banks. Although a fund/portfolio attempts to invest only with highquality banking institutions, most banking institutions are dependent on other institutions to fulfill their obligations. As a result, changes in economic, regulatory, political conditions, or other events that affect the banking industry may have an adverse effect on the banking institutions in which a fund/portfolio invests or that serve as counterparties in transactions with the fund/portfolio. Call. During periods of falling interest rates, a bond issuer may call or repay its high-yielding bond before the bond s maturity date. If forced to invest the unanticipated proceeds at lower interest rates, a fund/portfolio would experience a decline in income. Commodities. The operations and financial performance of companies in natural resources industries may be directly affected by commodity prices. This risk is exacerbated for those natural resources companies that own the underlying commodity. Commodity prices fluctuate for several reasons, including changes in market and economic conditions, the impact of weather on demand, the impact of interest rate and inflation on production and demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of companies in natural resources industries that are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for companies in natural resources industries to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. Company. The price of a given company's stock could decline or underperform for many reasons including, among others, poor management, financial problems, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless. Concentration. To the extent that a fund/portfolio's index concentrates, as that term is defined in the 1940 Act, in the securities of a particular sector, industry or group of industries, or a single country or region, the fund/portfolio will concentrate its investments to approximately the same extent as the index. As a result, the fund/portfolio may be subject to greater market fluctuation than a fund/portfolio which has securities representing a broader range of 47

92 investment alternatives. If securities in which a fund/portfolio concentrates fall out of favor, the fund/portfolio could underperform funds that have greater diversification. Concentration in Real Estate Industry. As a result of a fund/portfolio concentrating, as that term is defined in the 1940 Act, its assets in securities related to a particular industry, a fund/portfolio may be subject to greater market fluctuations than a fund that has securities representing a broader range of investment alternatives. If securities of the particular industry as a group fall out of favor, a fund/portfolio could underperform funds that have greater industry diversification. When a fund/portfolio is concentrated in the real estate industry, investments in issuers principally engaged in real estate, including real estate investment trusts, may subject the fund/portfolio to risks similar to those associated with the direct ownership of real estate including terrorist attacks, war or other acts that destroy real property. In addition these investments may be affected by such factors as falling real estate prices, rising interest rates or property taxes, high foreclosure rates, environmental problems, zoning changes, overbuilding, overall declines in the economy and the management skill and creditworthiness of the company. Real estate investment trusts may also be affected by tax and regulatory requirements. Convertible Securities. Convertible securities are securities that are convertible into or exercisable for common stocks at a stated price or rate. Convertible securities are subject to the usual risks associated with debt securities, such as interest rate and credit risk. In addition, because convertible securities react to changes in the value of the stocks into which they convert, they are subject to market risk. The value of a convertible security will normally fluctuate in some proportion to changes in the value of the underlying security because of the conversion or exercise feature. However, the value of a convertible security may not increase or decrease as rapidly as the underlying security. A convertible security may also provide income and be subject to interest rate risk. Convertible securities may be lower-rated securities subject to greater levels of credit risk. In the event the issuer of a convertible security is unable to meet its financial obligations, declares bankruptcy, or becomes insolvent, a fund/portfolio could lose money. A fund/portfolio may be forced to convert a convertible security before it otherwise would do so, which may decrease the fund/portfolio's returns. Counterparty. The entity with which a fund/portfolio conducts portfolio-related business (such as trading or securities lending), or that underwrites, distributes or guarantees investments or agreements that the fund/portfolio owns or is otherwise exposed to, may refuse or may become unable to honor its obligations under the terms of a transaction or agreement. As a result, that fund/portfolio may sustain losses and be less likely to achieve its investment objective. These risks may be greater when engaging in over-the-counter transactions. Credit. Prices of bonds and other debt instruments can fall if the issuer's actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In certain cases, the issuer could be late in paying interest or principal, or could fail to pay altogether. Credit for Floating Rate Loan Funds. The value of a fund s/portfolio s shares, and the fund's/portfolio s ability to pay dividends, is dependent upon the performance of the assets in its portfolio. Prices of a fund s/portfolio s investments can fall if the actual or perceived financial health of the borrowers on, or issuers of, such investments deteriorates, whether because of broad economic or issuer-specific reasons. In certain cases, the borrower or issuer could be late in paying interest or principal, or could fail to pay altogether. In the event a borrower fails to pay scheduled interest or principal payments on an investment held by a fund/portfolio, the fund/portfolio will experience a reduction in its income and a decline in the market value of such investment. This will likely reduce the amount of dividends paid by a fund/portfolio and likely lead to a decline in the net asset value of the fund s/portfolio s shares. A fund/portfolio generally invests in floating rate loans that are senior in the capital structure of the borrower or issuer, and that are secured with specific collateral. Loans that are senior and secured generally involve less risk than unsecured or subordinated debt and equity instruments of the same borrower because the payment of principal and interest on senior loans is an obligation of the borrower that, in most instances, takes precedence over the payment of dividends or the return of capital to the borrower's shareholders, and payments to bond holders; and because of the collateral supporting the repayment of the debt instrument. However, the value of the collateral may not equal a fund s/portfolio s investment when the debt instrument is acquired or may decline below the principal amount of the debt instrument subsequent to the fund s/portfolio s investment. Also, to the extent that collateral consists of stock of the borrower, or its subsidiaries or affiliates, a fund/portfolio bears the risk that the stock may decline in value, be relatively illiquid, or may lose all or substantially all of its value, causing the fund s/portfolio s investment to be undercollateralized. Therefore, the liquidation of the collateral underlying a floating rate loan in which a fund/portfolio has invested, may not 48

93 satisfy the borrower's obligation to the fund/portfolio in the event of non-payment of scheduled interest or principal, and the collateral may not be able to be readily liquidated. In the event of the bankruptcy of a borrower or issuer, a fund/portfolio could experience delays and limitations on its ability to realize the benefits of the collateral securing the fund s/portfolio s investment. Among the risks involved in a bankruptcy are assertions that the pledge of collateral to secure a loan constitutes a fraudulent conveyance or preferential transfer that would have the effect of nullifying or subordinating a fund s/portfolio s rights to the collateral. Credit Default Swaps. A fund/portfolio may enter into credit default swaps, either as a buyer or a seller of the swap. As a buyer of the swap, a fund/portfolio pays a fee to protect against the risk that a security held by the fund/portfolio will default. As a seller of the swap, a fund/portfolio receives payment(s) in return for its obligation to pay the counterparty the full notional value of a security in the event of a default of the security issuer. As a seller of a swap, a fund/portfolio would effectively add leverage to its portfolio because, in addition to its total net assets, the fund/portfolio would be subject to investment exposure on the notional value of the swap. Credit default swaps are particularly subject to counterparty, credit, correlation, valuation, liquidity and leveraging risks. Certain standardized swaps are subject to mandatory central clearing. Central clearing is expected to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap transactions risk free. Currency. To the extent that a fund/portfolio invests directly in foreign (non-u.s.) currencies or in securities denominated in, or that trade in, foreign (non-u.s.) currencies, it is subject to the risk that those foreign (non-u.s.) currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates may fluctuate significantly over short periods of time. Currency rates may be affected by changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the United States or abroad. As a result, a fund/portfolio's investments in foreign currency or foreign currency-denominated securities may reduce the value of the fund/portfolio's assets. Deflation. Deflation risk is the possibility that prices throughout the economy decline over time - the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses for a fund/portfolio. Demand for Loans. The loan market, as represented by the S&P/LSTA Leveraged Loan Index, experienced significant growth in terms of number and aggregate volume of loans outstanding since the inception of the index in In 1997, the total amount of loans in the market by par value aggregated less than $10 billion. By April of 2000, it had grown to over $100 billion, and by July of 2007 the market had grown to over $500 billion. The size of the market peaked in November of 2008 at par value of $594 billion. During this period, the demand for loans and the number of investors participating in the loan market also increased significantly. Starting at the end of 2008, the senior loan market contracted during the global financial crisis. From the peak in November 2008 through March 2011, the overall size of the loan market contracted by approximately 13%. The number of market participants also decreased during that period. Since that time, the senior loan market has rebounded and, as of the end of July 2013, has returned to a level that is larger by par value than before the global financial crisis. An increase in demand for loans may benefit a fund/portfolio by providing increased liquidity for such loans and higher sales prices, but it may also adversely affect the rate of interest payable on such loans acquired by the fund/portfolio and the rights provided to the fund/portfolio under the terms of the applicable loan agreement, and may increase the price of loans that the fund/portfolio wishes to purchase in the secondary market. A decrease in the demand for loans may adversely affect the price of loans in a fund s/portfolio s portfolio, which could cause the fund s/portfolio's net asset value to decline. Derivative Instruments. Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in interest rates and liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of a fund/portfolio and reduce its returns. Derivatives may not perform as expected, so a fund/portfolio may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. In addition, given their complexity, derivatives expose a fund/portfolio to the risk of improper valuation. Generally, derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Derivatives include, among other things, swap agreements, options, forwards and futures. The investment of a fund/portfolio's assets 49

94 required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the fund/portfolio; therefore, the purchase of certain derivatives may have an economic leveraging effect on the fund/portfolio; thus exaggerating any increase or decrease in the net asset value of the fund/portfolio. Investments in derivatives are generally negotiated over-the-counter with a single counterparty and as a result are subject to credit risks related to the counterparty's ability to perform its obligations and further that any deterioration in the counterparty's creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause a fund/portfolio to hold a security it might otherwise sell, or to sell a security it otherwise might hold at inopportune times or for prices that do not reflect current market value. A fund/portfolio's adviser or sub-adviser might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market s movements and may have unexpected or undesired results such as a loss or a reduction in gains to a fund/portfolio. Dividend. Companies that issue dividend yielding equity securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future. Equity Securities Incidental to Investments in Loans. The to the aggregate 20% limit on Other Investments, a fund/portfolio may acquire equity securities as an incident to the purchase or ownership of a loan or in connection with a reorganization of a borrower or its debt. Investments in equity securities incidental to investment in loans entail certain risks in addition to those associated with investment in loans. The value of these securities may be affected more rapidly, and to a greater extent, by company-specific developments and general market conditions. These risks may increase fluctuations in a fund/portfolio's NAV. A fund/portfolio may frequently possess material non-public information about a borrower as a result of its ownership of a loan of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information a fund/portfolio might be unable to enter into a transaction in a security of such a borrower when it would otherwise be advantageous to do so. Focused Investing. To the extent that a fund/portfolio invests a substantial portion of its assets in a particular industry, sector, market segment, or geographical area, its investments will be sensitive to developments in that industry, sector, market segment, or geographical area. A fund/portfolio assumes the risk that changing economic conditions; changing political or regulatory conditions; or natural and other disasters affecting the particular industry, sector, market segment, or geographical area in which the fund/portfolio focuses its investments could have a significant impact on its investment performance and could ultimately cause the fund/portfolio to underperform, or be more volatile than, other funds that invest more broadly. Focused Investing in Financial Services Sector. As a result of a fund/portfolio investing a substantial portion of its assets in securities related to a particular industry/sector, the fund/portfolio may be more sensitive to developments in that industry/sector than a fund that has securities representing a broader range of investment alternatives. If securities of the particular industry/sector in which a fund/portfolio focuses its investments as a group fall out of favor, it could have a significant impact on the fund/portfolio's performance and could ultimately cause the fund/portfolio to underperform, or be more volatile than, other funds that invest more broadly. When a fund/portfolio focuses its investments in the financial services sector, it will be subject to risks that include, but are not limited to, credit risk, interest rate risk, and regulatory risk. Banks and other financial institutions can be affected by such factors as downturns in the U.S. and foreign economies, the deterioration or failure of other financial institutions and changes in banking or securities regulations. Focused Investing in Technology Sector. As a result of a fund/portfolio investing a substantial portion of its assets in securities related to a particular industry/sector, the fund/portfolio may be more sensitive to developments in that industry/sector than a fund that has securities representing a broader range of investment alternatives. Because a fund/portfolio's index focuses its investments in the technology sector, it may subject to the risks of such investments. If securities of the particular industry/sector in which a fund/portfolio focuses its investments as a group fall out of favor, it could have a significant impact on the fund/portfolio's performance and could ultimately cause the fund/portfolio to underperform, or be more volatile than, other funds that invest more broadly. Some of the risks of investing in companies in the technology sector are that they may face special risks that their products or services may not prove to be commercially successful. Technology related companies are also strongly affected by worldwide scientific or technological developments. As a result, technology companies may be vulnerable to obsolescence of existing technology, expired patents, short product cycles, price competition, market saturation and new market entrants. Many technology companies are smaller companies that may have limited business lines and limited financial resources, making them highly vulnerable to business and economic risks. Such companies are also often subject to governmental regulation and may, therefore, be adversely affected by governmental policies. Last, securities of companies involved in the technology sector may be subject to broad price fluctuations. 50

95 Foreign Investments/Developing and Emerging Markets. To the extent a fund/portfolio invests in securities of issuers in markets outside the United States, its share price may be more volatile than if it invested in securities of issuers in the U.S. market due to, among other things, the following factors: comparatively unstable political, social and economic conditions, and limited or ineffectual judicial systems; comparatively small market sizes, making securities less liquid and securities prices more sensitive to the movements of large investors and more vulnerable to manipulation; governmental policies or actions, such as high taxes, restrictions on currency movements, replacement of currency, potential for default on sovereign debt, trade or diplomatic disputes, creation of monopolies, and the seizure of private property through confiscatory taxation and expropriation or nationalization of company assets; incomplete, outdated, or unreliable information about securities issuers due to less stringent market regulation and accounting standards; comparatively undeveloped markets and weak banking and financial systems; market inefficiencies, such as higher transaction costs, and administrative difficulties, such as delays in processing transactions; and fluctuations in foreign currency exchange rates, which could reduce gains or widen losses. In addition, foreign taxes could reduce the income available to distribute to shareholders, and special U.S. tax considerations could apply to foreign investments. Depositary receipts are subject to risks of foreign investments and might not always track the price of the underlying foreign security. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. Foreign investment risks typically are greater in developing and emerging markets than in developed markets, for such reasons as social or political unrest, heavy economic dependence on agriculture or exports (particularly commodities), undeveloped or overburdened infrastructures, vulnerability to natural disasters, significant and unpredictable government intervention in markets or the economy, currency devaluations, runaway inflation, environmental problems, and business practices that depart from norms for developed countries and less developed or liquid markets for securities generally. Growth Investing. Prices of growth stocks typically reflect high expectations for future company growth, and may fall quickly and significantly if investors suspect that actual growth may be less than expected. Growth companies typically lack any dividends that might cushion price declines. Growth stocks tend to be more volatile than value stocks, and may underperform the market as a whole over any given time period. Growth-oriented stocks typically sell at relatively high valuations as compared to other types of securities. Securities of growth companies may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential, they usually invest a high portion of earnings in their business, and they may lack the dividends of value stocks that can cushion stock prices in a falling market. The market may not favor growth-oriented stocks or may not favor equities at all. In addition, earnings disappointments often lead to sharply falling prices because investors buy growth stocks in anticipation of superior earnings growth. Historically, growth-oriented stocks have been more volatile than valueoriented stocks. High-Yield Securities. Investments rated below investment-grade (or of similar quality if unrated) are known as highyield securities or junk bonds. High-yield securities are subject to greater levels of credit and liquidity risks. High-yield securities are considered primarily speculative with respect to the issuer's continuing ability to make principal and interest payments. Investments in high-yield securities generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt instruments, but they also typically entail greater potential price volatility and principal and income risk. The prices of high-yield securities have been found to be less sensitive to interest rate changes than higher rated investments, but more sensitive to adverse economic downturns or individual corporate developments. High-yield securities structured as zero-coupon or pay-in-kind securities tend to be more volatile. The secondary market in which high-yield securities are traded is generally less liquid than the market for higher grade bonds. At times of less liquidity, it may be more difficult to value high-yield securities. Index Strategy. The index selected may underperform the overall market and fund/portfolio might fail to track its target index. The correlation between a fund/portfolio and index performance may be affected by the fund/portfolio's expenses and the timing of purchases and redemptions of the fund/portfolio's shares. A fund/portfolio's actual holdings might not match the Index and the fund/portfolio's effective exposure to index securities at any given time may not equal 100%. Inflation-Indexed Bonds. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. 51

96 Initial Public Offerings. Initial Public Offerings ( IPOs ) and companies that have recently gone public have the potential to produce substantial gains for a fund/portfolio. However, there is no assurance that a fund/portfolio will have access to profitable IPOs or that IPOs in which the fund/portfolio invests will rise in value. Furthermore, the value of securities of newly public companies may decline in value shortly after the IPO. When a fund/portfolio's asset base is small, the impact of such investments on the fund/portfolio's return will be magnified. If a fund/portfolio's assets grow, it is likely that the effect of the fund/portfolio's investment in IPOs on the fund/portfolio's return will decline. Interest in Loans. The value and the income streams of interests in loans (including participation interests in lease financings and assignments in secured variable or floating rate loans) will decline if borrowers delay payments or fail to pay altogether. A large rise in interest rates could increase this risk. Although loans are generally fully collateralized when purchased, the collateral may become illiquid or decline in value. Many loans themselves carry liquidity and valuation risks. Interest Rate. With bonds and other fixed rate debt instruments, a rise in interest rates generally causes values to fall; conversely, values generally rise as interest rates fall. The higher the credit quality of the instrument, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk. In the case of inverse securities, the interest rate generally will decrease when the market rate of interest to which the inverse security is indexed increases. As of the date of this Prospectus, interest rates in the United States are at or near historic lows, which may increase a fund/portfolio's exposure to risks associated with rising interest rates. Rising interest rates could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility. For fixed-income securities, an increase in interest rates may lead to increased redemptions and increased portfolio turnover, which could reduce liquidity for certain fund/portfolio investments, adversely affect values, and increase a fund/portfolio s costs. If dealer capacity in fixed-income markets is insufficient for market conditions, it may further inhibit liquidity and increase volatility in the fixed income markets. Interest Rate for Floating Rate Loan Funds. Changes in short-term market interest rates will directly affect the yield on the shares of a fund/portfolio whose investments are normally invested in floating rate debt. If short-term market interest rates fall, the yield on a fund s/portfolio s shares will also fall. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on the floating rate debt, the impact of rising rates will be delayed to the extent of such lag. The impact of market interest rate changes on a fund s/portfolio s yield will also be affected by whether, and the extent to which, the floating rate debt is subject to floors on the LIBOR base rate on which interest is calculated for such loans (a "LIBOR floor"). So long as the base rate for a loan remains under the LIBOR floor, changes in short-term interest rates will not affect the yield on such loans. In addition, to the extent that the interest rate spreads on floating rate debt experience a general decline, the yield on a fund s/portfolio s shares will fall and the value of the fund s/portfolio s assets may decrease, which will cause the fund s/portfolio s net asset value to decrease. With respect to a fund s/portfolio s investments in fixed rate instruments, a rise in interest rates generally causes values to fall. The values of fixed rate instruments with longer maturities or duration are more sensitive to changes in interest rates. Investment Model. The manager's proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. The proprietary models used by a manager to evaluate securities or securities markets are based on the manager's understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities, may be affected by factors not foreseen in developing the models. Issuer Non-Diversification. In some cases, a fund/portfolio is classified as a non-diversified investment company and, therefore, is subject to the risks of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Fund/portfolios that are non-diversified may invest a greater percentage of their assets in the securities of a single issuer (such as bonds issued by a particular state) than fund/portfolios that are diversified. Even though classified as non-diversified, a fund/portfolio may actually maintain a portfolio that is diversified with a large number of issuers. In such an event, the fund/portfolio would benefit less from appreciation in a single issuer than if it had greater exposure to that issuer. Leverage. Certain transactions and investment strategies may give rise to leverage. Such transactions and investment strategies include, but are not limited to: borrowing, dollar rolls, reverse repurchase agreements, loans of portfolio securities and the use of when-issued, delayed-delivery or forward-commitment transactions. The use of certain derivatives may also increase leveraging risk. The use of leverage may exaggerate any increase or decrease in the net asset value of a fund/portfolio. The use of leverage may increase a fund/portfolio's expenses and increase the impact of the fund/portfolio's other risks. To mitigate leveraging risk, a fund/portfolio will segregate liquid assets or otherwise 52

97 cover the transactions that may give rise to such risk. The use of leverage may cause a fund/portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements resulting in increased volatility of returns. Leverage, including borrowing, may cause a fund/portfolio to be more volatile than if the fund/portfolio had not been leveraged. Leverage for Floating Rate Loan Funds. Certain transactions and investment strategies may give rise to leverage. Such transactions and investment strategies include, but are not limited to: borrowing and the use of forwardcommitment transactions. The use of certain derivatives may also increase leveraging risk. The use of leverage may increase a fund/portfolio's expenses and increase the impact of the fund/portfolio's other risks. The use of leverage may exaggerate any increase or decrease in the net asset value of a fund/portfolio. To mitigate leveraging risk, a fund/portfolio will segregate liquid assets or otherwise cover the fund/portfolio's obligation under transactions such as reverse repurchase agreements; when issued and delayed delivery securities, and forward commitment transactions. The use of leverage may cause a fund/portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements resulting in increased volatility of returns. Leverage, including borrowing, may cause a fund/portfolio to be more volatile than if the fund/portfolio had not been leveraged. Limited Secondary Market for Floating Rate Loans. Although the re-sale, or secondary market for floating rate loans has grown substantially over the past decade, both in overall size and number of market participants, there is no organized exchange or board of trade on which floating rate loans are traded. Instead, the secondary market for floating rate loans is a private, unregulated inter-dealer or inter-bank re-sale market. Floating rate loans usually trade in large denominations. Trades can be infrequent and the market for floating rate loans may experience substantial volatility. In addition, the market for floating rate loans has limited transparency so that information about actual trades may be difficult to obtain. Accordingly, some of the floating rate loans in which a fund/portfolio invests will be relatively illiquid. In addition, the floating rate loans in which a fund/portfolio invests may require the consent of the borrower and/or the agent prior to sale or assignment. These consent requirements can delay or impede a fund s/portfolio s ability to sell floating rate loans and can adversely affect the price that can be obtained. A fund/portfolio may have difficulty disposing of floating rate loans if it needs cash to repay debt, to fund redemptions, to pay dividends, to pay expenses or to take advantage of new investment opportunities. These considerations may cause a fund/portfolio to sell floating rate loans at lower prices than it would otherwise consider to meet cash needs or cause the fund/portfolio to maintain a greater portion of its assets in money market instruments than it would otherwise, which could negatively impact performance. A fund/portfolio may seek to avoid the necessity of selling assets to meet redemption requests or liquidity needs by the use of borrowings. Such borrowings, even though they are for the purpose of satisfying redemptions or meeting liquidity needs and not to generate leveraged returns, nevertheless would produce leverage and the risks that are inherent in leverage. However, there can be no assurance that sales of floating rate loans at such lower prices can be avoided. From time to time, the occurrence of one or more of the factors described above may create a cascading effect where the market for debt instruments (including the market for floating rate loans) first experiences volatility and then decreased liquidity. Such conditions, or other similar conditions, may then adversely affect the value of floating rate loans and other instruments, widening spreads against higher-quality debt instruments, and making it harder to sell floating rate loans at prices at which they have historically or recently traded, thereby further reducing liquidity. For example, during the global financial crisis in the second half of 2008, the average price of loans in the S&P/LSTA Leverage Loan Index (which includes loans of the type in which the Fund invests) declined by 32% (which included a decline of 3.06% on a single day). Since that time, prices have rebounded and, as of July 2013, have returned to preglobal financial crisis levels. Declines in a fund s/portfolio s share price or other market developments (which could be more severe than these prior declines) may lead to increased redemptions, which could cause the fund/portfolio to have to sell floating rate loans and other instruments at disadvantageous prices and inhibit the ability of the fund/portfolio to retain its assets in the hope of greater stabilization in the secondary markets. In addition, these or similar circumstances could cause a fund/portfolio to sell its highest quality and most liquid floating rate loans and other investments in order to satisfy an initial wave of redemptions while leaving the fund/portfolio with a remaining portfolio of lower-quality and less liquid investments. In anticipation of such circumstances, a fund/portfolio may also need to maintain a larger portion of its assets in liquid instruments than usual. However, there can be no assurance that a fund/portfolio will foresee the need to maintain greater liquidity or that actual efforts to maintain a larger portion of assets in liquid investments would successfully mitigate the foregoing risks. 53

98 Liquidity. If a security is illiquid, a fund/portfolio might be unable to sell the security at a time when a fund/portfolio's manager might wish to sell, and the security could have the effect of decreasing the overall level of the fund/portfolio's liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount a fund/portfolio could realize upon disposition. A fund/portfolio may make investments that become less liquid in response to market developments or adverse investor perception. A fund/portfolio could lose money if it cannot sell a security at the time and price that would be most beneficial to the fund/portfolio. Liquidity for Floating Rate Loan Funds. If a loan is illiquid, a fund/portfolio might be unable to sell the loan at a time when the fund s/portfolio s manager might wish to sell, thereby having the effect of decreasing the fund s/portfolio s overall level of liquidity. Further, as described in Valuation of Loans below, the lack of an established secondary market may make it more difficult to value illiquid loans, which could result in floating rate loans being assigned values which prove to be higher than the amounts that a fund/portfolio ultimately realizes upon its actual sales of those loans. A fund/portfolio may make investments that become less liquid in response to market developments or adverse investor perception, including but not limited to, those circumstances described in Limited Secondary Market for Floating Rate Loans above. A fund/portfolio could lose money if it cannot sell a loan at the time and price that would be most beneficial to the fund/portfolio. Manager. A fund/portfolio is subject to manager risk because it is an actively managed investment portfolio. The adviser, the sub-adviser or each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for a fund/portfolio, but there can be no guarantee that these will produce the desired results. Market. Stock prices may be volatile and are affected by the real or perceived impacts of such factors as economic conditions and political events. Stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods. From time to time, the stock market may not favor the growth- or value-oriented securities in which a fund/portfolio invests. Rather, the market could favor securities to which a fund/portfolio is not exposed or may not favor equities at all. Additionally, legislative, regulatory or tax policies or developments in these areas may adversely impact the investment techniques available to a manager, add to fund/portfolio costs and impair the ability of a fund/portfolio to achieve its investment objectives. Market Capitalization. Stocks fall into three broad market capitalization categories - large, mid, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of midor small-capitalization companies, investors may migrate to the stocks of mid- and small-sized companies causing a fund/portfolio that invests in these companies to increase in value more rapidly than a fund that invests in larger, fullyvalued companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stocks as compared with larger companies. As a result, stocks of mid- and small-capitalization companies may decline significantly in market downturns. Mid-Capitalization Company. Investments in mid-capitalization companies may involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. Consequently, the securities of smaller companies may have limited market stability and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies or the market averages in general. Mortgage- and/or Asset-Backed Securities. Defaults on, or low credit quality or liquidity of the underlying assets of the asset-backed (including mortgage-backed) securities held by a fund/portfolio may impair the value of the securities. There may be limitations on the enforceability of any security interest granted with respect to those underlying assets. These securities also present a higher degree of prepayment and extension risk and interest rate risk than do other types of debt instruments. Because of prepayment risk and extension risk, small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain asset-backed securities. The value of longer-term securities generally changes more in response to changes in interest rates than shorter term securities. 54

99 During an economic downturn, the mortgages, commercial or consumer loans, trade or credit card receivables, installment purchase obligations, leases, or other debt obligations underlying an asset-backed security may experience an increase in defaults as borrowers experience difficulties in repaying their loans which may cause the valuation of such securities to be more volatile and may reduce the value of such securities. These risks are particularly heightened for investments in asset-backed securities that contain sub-prime loans which are loans made to borrowers with weakened credit histories and often have higher default rates. Municipal Obligations. The municipal market in which a fund/portfolio invests is volatile and can be significantly affected by adverse tax, legislative, or political changes and the financial condition of the issuers of municipal securities. Municipal revenue obligations are backed by the revenues generated from a specific project or facility and include industrial development bonds and private activity bonds. Private activity and industrial development bonds are dependent on the ability of the facility's user to meet its financial obligations and the value of any real or personal property pledged as security for such payment. Many municipal securities are issued to finance projects relating to education, health care, transportation and utilities. Conditions in those sectors may affect the overall municipal market. In addition, municipal securities backed by current or anticipated revenues from a specific project or specific asset may be adversely affected by the discontinuance of the taxation supporting the project or asset or the inability to collect revenues for the project or from assets. If an issuer of a municipal security does not comply with applicable tax requirements, interest from the security may become taxable and the security could decline in value. Other Investment Companies. The main risk of investing in other investment companies, including exchange-traded funds ( ETFs ), is the risk that the value of the securities underlying an investment company might decrease. Because a fund/portfolio may invest in other investment companies, you will pay a proportionate share of the expenses of those other investment companies (including management fees, administration fees, and custodial fees) in addition to the expenses of the fund/portfolio. Other investment companies include ETFs and Holding Company Depositary Receipts ( HOLDRs ), among others. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. Additional risks of investments in ETFs include: (i) the market price of an ETF's shares may trade at a discount to its net asset value; (ii) an active trading market for an ETF's shares may not develop or be maintained; or (iii) trading may be halted if the listing exchanges' officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts trading generally. Because HOLDRs concentrate in the stocks of a particular industry, trends in that industry may have a dramatic impact on their value. Prepayment and Extension. Prepayment risk is the risk that principal on mortgages or other loan obligations underlying a security may be repaid prior to the stated maturity date, which may reduce the market value of the security and the anticipated yield-to-maturity. Extension risk is the risk that an issuer will exercise its right to repay principal on an obligation held by a fund/portfolio later than expected, which may decrease the value of the obligation and prevent the fund/portfolio from investing expected repayment proceeds in securities paying yields higher than the yields paid by the securities that were expected to be repaid. Prepayment and Extension for Floating Rate Loans. Prepayment risk is the risk that principal on a debt obligation may be repaid earlier than anticipated. Floating rate loans typically do not have call protection and may be prepaid partially or in full at any time without penalty. If a floating rate loan is prepaid, a fund/portfolio may realize proceeds that are less than the value that had been assigned to the loan and/or may be forced to reinvest the proceeds in assets with lower yields than the loan that was repaid. For a fund s/portfolio s fixed rate investments, prepayment risk is the risk that principal on mortgages or other loan obligations underlying a security may be repaid prior to the stated maturity date, which may reduce the market value of the security and the anticipated yield-to-maturity. Extension risk is the risk that an issuer will exercise its right to repay principal on a fixed rate obligation held by a fund/portfolio later than expected, which may decrease the value of the obligation and may prevent the fund/portfolio from investing expected repayment proceeds in securities paying yields higher than the yields paid by the securities that were expected to be repaid. Real Estate Companies and Real Estate Investment Trusts ( REITs ). Investing in real estate companies and REITs may subject a fund/portfolio to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property. Some REITs may invest in a limited number of properties, in a narrow geographic area or in a single property type, which increases the risk that a fund/portfolio could be unfavorably affected by the poor performance of a single investment or investment type. These companies are also sensitive to 55

100 factors such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand, and the management skill and creditworthiness of the issuer. Borrowers could default on or sell investments the REIT holds, which could reduce the cash flow needed to make distributions to investors. In addition, REITs may also be affected by tax and regulatory requirements in that a REIT may not qualify for preferential tax treatments or exemptions. REITs require specialized management and pay management expenses. Repurchase Agreements. In the event that the other party to a repurchase agreement defaults on its obligations, a fund/portfolio would generally seek to sell the underlying security serving as collateral for the repurchase agreement. However, a fund/portfolio may encounter delay and incur costs before being able to sell the security. Such a delay may involve loss of interest or a decline in price of the security, which could result in a loss for a fund/portfolio. In addition, if a fund/portfolio is characterized by a court as an unsecured creditor, it would be at risk of losing some or all of the principal and interest involved in the transaction. Securities Lending. Securities lending involves two primary risks: investment risk and borrower default risk. Investment risk is the risk that a fund/portfolio will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that a fund/portfolio will lose money due to the failure of a borrower to return a borrowed security in a timely manner. To generate additional income, a fund/portfolio may lend securities to financial institutions that are believed to be creditworthy by the adviser. When lending securities, a fund/portfolio will receive cash or U.S. government securities as collateral. When a fund/portfolio lends its securities, it is responsible for investing the cash it receives as collateral from the borrower, and the fund/portfolio could incur losses in connection with the investment of such collateral, often referred to as investment risk. A fund/portfolio will minimize investment risk by limiting the investment of cash collateral to highquality instruments of short maturity. A fund/portfolio may also lose money from the failure of a borrower to return a borrowed security in a timely manner, often referred to as borrower default risk. In the event of a borrower default, a fund/portfolio will be protected to the extent the fund/portfolio is able to exercise its rights in the collateral promptly and the value of such collateral is sufficient to purchase replacement securities. In addition, a fund/portfolio will be protected by its securities lending agent, which has agreed to indemnify the fund/portfolio from losses resulting from borrower default. Short Sales. Short sales involve selling a security a fund/portfolio does not own in anticipation that the security's price will decline. When a fund/portfolio sells a security short and the price of that security rises, it creates a loss for the fund/portfolio. Short sales create leverage and could increase the volatility of a fund/portfolio's share price. Short sales expose a fund/portfolio to the risk that it will be required to buy the security sold short (also known as covering the short position) at a time when the security has appreciated in value, thus resulting in a loss to the fund/portfolio. When a fund/portfolio must purchase the security it borrowed in a short sale as prevailing market rates, the potential loss may be greater for a short sale than for a short sale against the box. A short sale against the box may be used to hedge against market risks when the sub-adviser believes that the price of a security may decline, causing the value of a security owned by a fund/portfolio or a security convertible into or exchangeable for such security, to decline. In such case, any future losses in the fund/portfolio's long position would be reduced by a gain in the short position. The extent to which such gains or losses in the long position are reduced will depend upon the amount of securities sold short relative to the amount of the securities the fund/portfolio owns. Small-Capitalization Company. Investments in small-capitalization companies may involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of smaller companies are often traded over-the-counter and may not be traded in volume typical on a national securities exchange. Sovereign Debt. These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt are subject to the risk that a government entity may delay payment, restructure its debt, or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay or bankruptcy proceeding by which all or part of sovereign debt that a government entity has not repaid may be collected. 56

101 Subsidiary Risk (BlackRock Global Allocation Fund, Inc. only). By investing in BlackRock Cayman Global Allocation Fund I, Ltd. ( Subsidiary ), the fund is indirectly exposed to the risks associated with the Subsidiary s investments. The commodity-related instruments held by the Subsidiary are generally similar to those that are permitted to be held by the fund and are subject to the same risks that apply to similar investments if held directly by the fund (see Commodities risk above). There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the Investment Company Act ), and, unless otherwise noted in this prospectus, is not subject to all the investor protections of the Investment Company Act. However, the fund wholly owns and controls the Subsidiary, and the fund and the Subsidiary are both managed by BlackRock, making it unlikely that the Subsidiary will take action contrary to the interests of the fund and its shareholders. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the fund and/or the Subsidiary to operate as described in this fund s prospectus and statement of additional Information and could adversely affect the fund. U.S. Government Securities and Obligations. U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored enterprises. U.S. government securities are subject to market and interest rate risk, and may be subject to varying degrees of credit risk. Some U.S. government securities are backed by the full faith and credit of the U.S. government and are guaranteed as to both principal and interest by the U.S. Treasury. These include direct obligations of the U.S. Treasury such as U.S. Treasury notes, bills and bonds, as well as indirect obligations including certain securities of the Government National Mortgage Association, the Small Business Administration, and the Farmers Home Administration, among others. Other U.S. government securities are not direct obligations of the U.S. Treasury, but rather are backed by the ability to borrow directly from the U.S. Treasury, including certain securities of the Federal Financing Bank, the Federal Home Loan Bank, and the U.S. Postal Service. Still other agencies and instrumentalities are supported solely by the credit of the agency or instrumentality itself and are neither guaranteed nor insured by the U.S. government. These include securities issued by the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation, and the Federal Farm Credit Bank, among others. Consequently, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. No assurance can be given that the U.S. government would provide financial support to such agencies if it is not obligated to do so by law. U.S. government securities may be subject to varying degrees of credit risk and all U.S. government securities may be subject to price declines due to changing interest rates. Securities directly supported by the full faith and credit of the U.S. government have less credit risk. Valuation of Loans. A fund/portfolio values its assets daily. However, because the secondary market for floating rate loans is limited, it may be difficult to value loans. Reliable market value quotations may not be readily available for some loans and valuation of such loans may require more research than for liquid securities. In addition, elements of judgment may play a greater role in valuation of loans than for securities with a more developed secondary market because there is less reliable, objective market value data available. In addition, if a fund/portfolio purchases a relatively large portion of a loan, the limitations of the secondary market may inhibit the fund/portfolio from selling a portion of the loan and reducing its exposure to a borrower when the adviser or sub-adviser deems it advisable to do so. Even if a fund/portfolio itself does not own a relatively large portion of a particular loan, the fund/portfolio, in combination with other similar accounts under management by the same portfolio managers, may own large portions of loans. The combination of holdings could create similar risks if and when the portfolio managers decide to sell those loans. These risks could include, for example, the risk that the sale of an initial portion of the loan could be at a price lower than the price at which the loan was valued by a fund/portfolio, the risk that the initial sale could adversely impact the price at which additional portions of the loan are sold, and the risk that the foregoing events could warrant a reduced valuation being assigned to the remaining portion of the loan still owned by the fund/portfolio. Value Investing. Securities that appear to be undervalued may never appreciate to the extent expected. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growthoriented securities, they generally are more sensitive to changing economic conditions, such as changes in interest rates, corporate earnings and industrial production. The sub-adviser may be wrong in its assessment of a company s value and the securities a fund/portfolio holds may not reach their full values. A particular risk of a fund/portfolio's value approach is that some holdings may not recover and provide the capital growth anticipated or a security judged to be undervalued may actually be appropriately priced. The market may not favor value-oriented securities and may not favor equities at all. During those periods, a fund/portfolio's relative performance may suffer. When Issued and Delayed Delivery Securities and Forward Commitments. When issued securities, delayed delivery securities and forward commitments involve the risk that the security a fund/portfolio buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party will not meet its obligation. 57

102 If this occurs, a fund/portfolio loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security's price. Zero-Coupon Bonds and Pay-in-Kind Securities. Zero-coupon bonds and pay-in-kind securities may be subject to greater fluctuations in price from interest rate changes than conventional interest-bearing securities. A fund/portfolio may have to pay out the imputed income on zero-coupon bonds without receiving the actual cash currency. Other information Continuing disclosure VID acts in conjunction with the State to help ensure compliance with Rule 15c2-12(b)(5)(i) of the 1934 Act. Under the terms of the Continuing Disclosure Undertaking dated April 28, 2006 among the Wisconsin Department of Administration, VID and the Board (the Undertaking ), VID produces and disseminates certain annual financial information and operating data relating to the 529 plan and makes provisions for the filing of this annual information with each Nationally Recognized Municipal Securities Information Repository (NRMSIR) and with a State information depository, as applicable, or, for filings made on or after July 1, 2009, with the MSRB s Electronic Municipal Market Access (EMMA) disclosure system. VID also has contractually assumed responsibility for filing any applicable material event notices under Rule 15c2-12(b)(5)(i)(C) and the Undertaking. For additional information, see emma.msrb.org. In addition, audited financial statements for the Advisor Program are made available via EMMA and by contacting the State at Contact information If you have questions regarding the Advisor Program or the details contained in this Program Description, please call us at or visit our website at Additional information on the underlying funds can also be found on the Securities and Exchange Commission s website at sec.gov. You may also contact us in writing at: Tomorrow s Scholar c/o Voya Investment Management P.O. Box 9883 Providence, RI

103 Tomorrow s Scholar 529 Plan Program Trust Participation agreement This Participation Agreement is entered into between the person ( Participant or Account Owner ) whose name and signature appear on the attached account application form ( Application ), the Wisconsin College Savings Program Board ( Board ), and the State of Wisconsin ( State ), acting as trustee ( Trustee ) of the 529 Plan Program Trust ( Trust ), a College Savings Program ( Advisor Program ) created by 1995 Wisconsin Act 403, which was amended by 1999 Wisconsin Act 44, 2005 Wisconsin Act 479, and 2011 Wisconsin Act 32 (the Act ), and Section 529 of the United States Internal Revenue Code of 1986, as amended from time to time ( Code ). By executing an Application, the State, the Board, and the Participant agree as follows: 1. General information. The Advisor Program was established so that persons may make contributions to accounts ( Accounts ) established for the purpose of meeting the qualified higher education expenses of designated beneficiaries of the Accounts. 2. Establishment of accounts. The Participant requests the Board to establish one or more Accounts for the sole purpose of funding the qualified higher education expenses of the beneficiary designated on the Application ( Designated Beneficiary ). Voya Investments Distributor, LLC ( VID ) and Voya Funds Services, LLC and certain of their affiliates (collectively, Voya ) will establish the Account or Accounts, effective on receipt and accepted by the Advisor Program of the completed Account Application and the minimum initial contribution required for each Account. Each Account will be governed by this Participation Agreement and the applicable Advisor Program rules, as set forth in Chapter Adm 81 of the Wisconsin Administrative Code. Account assets will be held, subject to the Act and the Code, for the exclusive benefit of the Participant and the Designated Beneficiary. 3. Contributions to accounts. (a) Required initial contribution. The Participant will make an initial contribution of at least $250 to each Account at the time the Account is opened. The minimum initial contribution will be waived if the Participant participates in an Automatic Investment Plan or payroll direct deposit, in which case the minimum initial contribution is $25 per Option. (b) Additional contributions. The Participant may make additional minimum contributions of $25 or more per Option to any Account at any time, subject to the maximum limits on contributions described below. (c) Acceptable contribution methods. Contributions to an Account may be made via check, wire transfer, electronic funds transfer, or any other method permitted by the Act and the Code. Rollover contributions to an Account from another qualified tuition program must be accompanied by the Incoming Rollover form. (d) Maximum permissible contributions. The Board from time to time will establish limits on the amount of contributions that may be made to Accounts for any one Designated Beneficiary, as required by the Code, the Act, and applicable rules. Contributions in excess of those limits will not be accepted and will be returned to the contributor. (e) Right to refuse contributions. Contributions may be refused, in whole or in part, if the Board or Voya reasonably believes that the purpose is for other than funding the qualified higher education expenses of the Designated Beneficiary of an Account. 4. Designation of Designated Beneficiary; change of Designated Beneficiary. The Participant will name a Designated Beneficiary for each Account on the Account Application form. The Participant may change the Designated Beneficiary of any Account, provided that the new Beneficiary is a member of the family, within the meaning of the Code, of the current Designated Beneficiary. To change a Designated Beneficiary, the Participant must complete and sign a Change of Registration form. The change will be effective when Voya has received and processed the Change of Registration form. A change of Designated Beneficiary will result in the assignment of a new Account number and may result in the reallocation of the Account s assets to an appropriate Option. 5. Distributions from accounts; termination of accounts. (a) Distributions from accounts. Investments in Accounts are voluntary. The Participant may direct distributions from an Account by providing the Advisor Program with a Withdrawal Request form and any additional information or documentation required by the State, Board, or Voya. (b) Tax on nonqualified distributions. Nonqualified distributions will be subject to all applicable federal and state taxes, including the additional 10% federal tax on earnings, for which the Participant or distributee shall be liable. (c) Termination of accounts. The Participant, the Board, or the State may terminate an Account as provided under the Act, the Code, or the Advisor Program rules. If the Board, the State, or Voya finds that the Participant or a Designated Beneficiary has provided false or misleading information to the Board or an Eligible Educational Institution with respect to an Account, the Board or the State may terminate the Account. The remaining Account balance may be distributed to the Participant, and earnings will be subject to all applicable federal and state taxes, 59

104 including the additional 10% federal tax on earnings for nonqualified distributions, for which the Participant or distributee shall be liable. 6. Participant s representations. The Participant represents and agrees as follows: (a) The Participant understands that the value of an Account will increase or decrease, based on the investment performance of the Option in which Account assets are then invested; that each Option will invest in mutual funds or other securities selected by the Board; that the value of an Account may be more or less than the amount invested in the Account; and that all contributions to an Account are subject to investment risks, including the risk of loss of all or part of the Participant s contribution. Except for the initial placement of the funds within one of the available Options, the Participant agrees that all investment decisions for the Options will be made by the Board and that the Participant will not direct the investment of any funds contributed to the Advisor Program, either directly or indirectly. THE PARTICIPANT ACKNOWLEDGES THAT THERE IS NO GUARANTEE OF A RATE OF INTEREST OR RETURN ON ANY ACCOUNT OR OF THE PAYMENT OF PRINCIPAL, INTEREST, OR RETURN ON ANY ACCOUNT, OR THAT THE INTENDED TAX ADVANTAGES FOR THE ACCOUNT MAY BE AFFECTED BY FUTURE CHANGES IN TAX LAWS, REGULATIONS, OR RULES. (b) The Participant is required to select an Option for each Account from among the choices provided on the Account Application form. The Participant understands that the Option selected for an Account may be changed once per calendar year and upon a change in the Designated Beneficiary, except as permitted by the Code and any applicable regulations, rules, announcements, notices, or other guidance issued thereunder. The Participant understands that only the Board will have the authority to make decisions concerning the investments in which the Options will invest. (c) The Participant understands that participation in the Trust does not guarantee that any Designated Beneficiary (i) will be admitted as a student to any Eligible Educational Institution; (ii) if accepted, will be permitted to continue as a student; (iii) will graduate from any Eligible Educational Institution; (iv) will be treated as a state resident of any state for tuition purposes; or (v) will achieve any particular treatment under applicable federal or state financial aid programs. Further, the participant understands that participation in the Trust does not guarantee in-state tuition rates. (d) The Participant will not use an Account as collateral for any loan and agrees that any attempted use of an Account as collateral for a loan shall be void. (e) The Participant will not assign or transfer any interest in any Account except as provided by the Code, the Act, or the Board and agrees that any attempted assignment or transfer of such an interest shall be void. (f) The Participant understands that the Trust will not lend money or other assets to any Participant or Designated Beneficiary. (g) The Participant has received, read, and understood the Tomorrow s Scholar Program Description. (h) The Advisor Program is established and maintained pursuant to Wisconsin State law and is intended to qualify for certain federal income tax consequences under the Code. Such Wisconsin State laws and the Code are subject to change, and the Trust, the State, the Board, nor Voya makes any representations that such Wisconsin State laws or the Code will not be changed or repealed. (i) The Board or Voya may redeem or close an Account, without the Account Owner s permission, in cases of suspicious, fraudulent, or illegal activity or activity that may otherwise expose the State, the Board, the Advisor Program, or Voya (or its affiliates) to legal, reputational, or other risk. Further, if an Account closure or redemption occurs as a result of the foregoing, any market loss, tax implications, penalties, or other expenses will be solely borne by the Account Owner. 7. Fees and expenses. The Board or the State will make the following charges against the Trust and the Accounts to pay for the costs of managing and administering the Trust and the Accounts: (a) Daily charges. Each Option of the Trust will be subject to a daily asset-based charge as described in the Program Description. (b) Fees. Each Account may be subject to fees charged in the amounts and as described in the Program Description. (c) Financial intermediary fees. Accounts opened through broker/dealers or financial intermediaries and in certain situations sold through VID may be subject to initial and contingent deferred sales charges and will be subject to an ongoing annual charge, as described in the Program Description. In addition, Voya may make additional payments, out of its own assets, as described in the Program Description, to such broker/dealers or financial intermediaries following the opening of an account. (d) Audit expenses. Expenses for an independent annual audit of the Trust may be paid by the Wisconsin College Savings Advisor Program Options on a pro rata basis. 8. Necessity of qualification. The Advisor Program intends to qualify for favorable federal tax treatment under the Code. Because this qualification is vital to the Advisor Program, the Board may amend this Participation Agreement at any time if the Board decides that the change is needed to meet the requirements of the Code or its applicable regulations, Wisconsin State law, or applicable rules promulgated by the Board. 60

105 9. Reports. Voya will send the Participant, at least quarterly, reports that show the value of each Account and activity in the Account during the previous quarter. If applicable, Voya will provide tax reporting as required under the Act, the Code, and any applicable regulations. 10. Amendment and termination. The Board, or the State, as applicable, may from time to time, and without the consent of the Participant or of the Designated Beneficiary, amend the Advisor Program, this Participation Agreement, the Program Description, or Advisor Program rules, and may suspend or terminate the Trust, by giving written notice to the Participant, but the Trust may not thereby be diverted from the exclusive benefit of the Participant and his or her Designated Beneficiaries. Nothing contained in the Program Description, this Participation Agreement, or the Advisor Program rules is an agreement or representation by the Board or any other person that it will continue to maintain the Trust indefinitely. 11. Disputes. Any claim by a Participant against the State, the Wisconsin Department of Administration, the Office of the Wisconsin State Treasurer, the Board, the Advisor Program, or any of their respective officers, employees, or agents made pursuant to this Participation Agreement or the Advisor Program shall be made solely against the assets of the trust into which the Participant has invested and to which trust the Participant s claim relates. For purposes of this section, trust is limited to the 529 Plan Program Trust. A Participant who has had a substantial interest affected by a decision of the Board or the State may appeal to the Board or the State, respectively, in writing. The Board or the State shall review the documentation and other submissions and make a determination within 60 days. The Board or the State s appeal determination shall be in writing and returned to the appellant. All appeal decisions of the Board or the State shall be final. 12. Miscellaneous. The substantive laws of Wisconsin will govern this Participation Agreement. The Account Application is incorporated by reference herein and the Participant s execution of the Account Application will constitute execution of this Participation Agreement. In the event that any clause, provision, or portion of this Participation Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that clause or portion will be severed from this Participation Agreement and the remainder shall continue in full force and effect as if such clause or portion had never been included. 13. Definitions. Terms not otherwise defined herein shall have the meaning set forth in the Advisor Program rules. 61

106 Privacy: Important Notice The Board considers protecting the privacy and security of the nonpublic, personal information it holds concerning each Participant and Designated Beneficiary a top priority. The Board has also received assurance from Voya that it is a top priority for Voya. Specifically, both the Board and Voya adhere to the following privacy policy for the benefit of current and past Participants and Designated Beneficiaries. Types of information collected The types of nonpublic, personal information collected by the Board, Voya, and nonaffiliated third parties acting on Voya s behalf may include: Information the Participant or Designated Beneficiary provides to the Advisor Program on the Application or otherwise, such as name, address, and Social Security number; Information the Board, Voya, and authorized third parties may acquire as a result of administering an Account, such as transactions (contributions or distributions) or account balance; and Information from third parties that assists us in servicing your account and marketing products to you to better serve your investment goals. Limitation on sharing of information Wisconsin State law provides that the Board and Voya, acting as its agent, must keep personal and financial information pertaining to an Account Owner or a Designated Beneficiary private, except that the Board may release to the appropriate State agency information necessary in determining a Designated Beneficiary s eligibility for State financial aid for higher education. Neither the Board nor Voya will disclose such nonpublic, personal information to anyone except as permitted by law. The Board or Voya may in the future use information about the Participant or Designated Beneficiary to identify and alert the Participant about savings or investment programs that may be of interest to the Participant. If the Participant does not want to receive such information, the participant should call Voya at Security The Board and Voya, maintain appropriate physical, electronic, and procedural safeguards to protect this nonpublic, personal information about Participants and Designated Beneficiaries. Tomorrow s Scholar c/o Voya Investment Management P.O. Box 9883 Providence, RI

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110 Tomorrow s Scholar 529 Plan c/o Voya Investment Management P.O Box 9883 Providence, RI W529-PLANDOC