Name of prior plan provider:

Transcription

1 ROTH IRA APPLICATION All pages must be returned excluding the Fee Schedule, Advisory Services Agreement, Individual Retirement Custodial Account Agreement, Disclosure Statement, Privacy Notice, Business Continuity Plans, and FINRA Investor Education and BrokerCheck Notification. Empower Great-West Retirement Lifetime Advantage Roth IRA IRA Roth R3 Owner Information Last Name First Name MI Social Security Number Street Address (No P.O. Box) City State Zip Code ( ) Home Phone Address ( ) Work Phone Mailing Address (if different) City State Zip Code Female Married Male Unmarried Mo Day Year Date of Birth Check box if you prefer to receive quarterly account statements in Spanish Initial Contribution Type Approximate Amount of Contribution/Rollover/Transfer $ What is the source of funding for the account? (Please select one) Direct Rollover from eligible employer sponsored retirement plan (Prior provider will issue a check or wire payable to Great-West Trust Company, LLC.) Check here if prior provider was Great-West Empower Retirement Financial. Services Current Plan. Current # Plan # Check here if another prior provider. Must include a copy of a most recent account statement from prior employer s plan. Name of prior plan provider: Roth IRA to to Roth IRA Transfer (Trustee-to-Trustee from a Roth IRA). Please complete and attach a a Empower Great-West Retirement Roth IRA Roth Transfer IRA form Transfer along form with along this with application. this application. Must include Must a include copy of a a copy most of recent a most account recent account statement statement from Roth from IRA Roth provider. IRA provider. Name of prior Roth IRA provider: Roth Conversion from a a Traditional IRA (Great-West (Empower will Retirement receive a will check receive or wire a check payable or or wire to Great-West payable to Trust to Great-West Company, Trust LLC Company, from my prior LLC IRA from provider). my my prior prior provider). provider). Check here if Traditional IRA provider was Great-West Empower Retirement. Financial. Services. Check here if another IRA provider. Must include a copy of a most recent account statement from prior IRA provider. Name of prior Traditional IRA provider: Personal Check, please indicate source of funding below: 60-Day Rollover (Funds were previously invested in in a qualified retirement plan or Roth IRA and I am depositing within 60 days after the distribution). distribution.) Must include a copy of most a recent account statement with this application. Please note, only one distribution from an IRA (Traditional, Roth, or Simple) can be rolled over in a twelve month period regardless of the number of IRAs you own. New Contributions ($500 minimum): Tax Year: (Check coming from a personal account made payable to Great-West Trust Company, LLC). Contribution must be postmarked no later than the individual s tax filing deadline without extension. IRA Recharacterization (I would like to treat my current Traditional IRA contribution as my Roth IRA contribution). Investment Selection Please complete the Investment Selection section below. Please note that completing the Investment Selection section is optional and not a requirement to open an account. Please refer to your communication materials for information about each investment option. Please determine which of the following options you would like, then go to the appropriate section to complete. Specific Fund Election - complete Section 1 Managed Account Service - complete Section 2 For detailed descriptions about each option, please go go to to or call or call FENRAP (FULL) 03/23/15 Page 1 of 24 W

2 R3 Last Name First First Name MI MI Social Social Security Number IRA Number Section 1 - Specific Fund Election Investment Option Name Investment Investment Option Option Code Code *Great-West SecureFoundation LT 2015 L... MXLEX % *Great-West SecureFoundation LT 2020 L... MXLFX % *Great-West SecureFoundation LT 2025 L... MXLHX % *Great-West SecureFoundation LT 2030 L... MXLIX % *Great-West SecureFoundation LT 2035 L... MXLJX % *Great-West SecureFoundation LT 2040 L... MXLKX % *Great-West SecureFoundation LT 2045 L... MXLNX % *Great-West SecureFoundation LT 2050 L... MXLOX % *Great-West SecureFoundation LT 2055 L... MXLPX % *Great-West SecureFoundation Balanced L... MXLDX % Great-West Lifetime 2015 Fund II L... MXLQX % Great-West Lifetime 2025 Fund II L... MXCDX % Great-West Lifetime 2035 Fund II L... MXLRX % Great-West Lifetime 2045 Fund II L... MXYLX % Great-West Lifetime 2055 Fund II L... MXZLX % Putnam RetirementReady 2015A... PRRHX % Putnam RetirementReady 2020A... PRRMX % Putnam RetirementReady 2025A... PRROX % Putnam RetirementReady 2030A... PRRQX % Putnam RetirementReady 2035A... PRRWX % Putnam RetirementReady 2040A... PRRZX % Putnam RetirementReady 2045A... PRVLX % Putnam RetirementReady 2050A... PT2050 % Putnam RetirementReady 2055A... PT2055 % Putnam Retirement Income Lifestyle A3... PISFX % Great-West Conserv Profile II Fund L... MXIPX % Great-West Mod Conserv Profile II Fund L... MXHPX % Great-West Moderate Profile II Fund L... MXGPX % Great-West Mod Aggr Profile II Fund L... MXFPX % Great-West Aggressive Profile II Fund L... MXEPX % Putnam Dynamic Asset Allocation Cns A... PACAX % Putnam Dynamic Asset Allocation Bal A... PABAX % Putnam Dynamic Asset Allocation Gr A... PAEAX % Artisan International Inv... ARTIX % Artisan International Value Investor... ARTKX % Blackrock Interational Opp Inv A... BREAX BREAZ % Great-West MFS Intl Value Fund L... MXMIX % JPMorgan International Val A... JFEAX % Janus Global Research S...JWGRX1 % Lazard Emerging Markets Open... LZOEX % MFS Emerging Markets Equity Fund - A... MEMAX % Oakmark International I... OAKIX % Oppenheimer Global Fund A... OPPAX % Putnam Global Equity A... PEQUX % Putnam International Capital Opp A... PNVAX % Putnam International Growth A... PINOX % American Century Real Estate Inv... REACX % Goldman Sachs Technology Tollkeeper Svc... GITSX % MFS Utilities A... MMUFX % NW Ziegler NYSE Arca Tech 100 Index A... NWJCX % Oppenheimer Gold & Special Minerals A... OPGSX % Oppenheimer SteelPath MLP Alpha A... MLPAX % Putnam Global Utilities Fund A... PUGIX % Third Avenue Real Estate Value Instl... TAREX % Virtus Real Estate Securities A... PHRAX % Alger Small Cap Growth Institutional I... ALSRX % Baron Small Cap Retail... BSCFX % Great-West S&P SmallCap 600 Index Fund L... MXNSX % Janus Venture S... JVTSX % JPMorgan US Small Company A... JTUAX % MainStay US Small Cap A... MOPAX % Putnam Capital Opportunities A... PCOAX % Putnam Small Cap Value A... PSLAX % RidgeWorth Small Cap Growth Stock I... SSCTX % Investment Option Name Investment Investment Option Option Code Code Royce Total Return K... RTRKX % Undiscovered Mgrs Behavioral Value A... UBVAX % Alger SMid Cap Growth A... ALMAX % Goldman Sachs Small/Mid Cap Growth S... GSMQX % Great-West Ariel Mid Cap Value Fund L... MXAMX % Great-West T Rowe Price MidCap Gr Fund L... MXTMX % Janus Enterprise S... JGRTX1 % JPMorgan Intrepid Mid Cap A... PECAX % Munder Mid-Cap Core Growth A... MGOAX % Oppenheimer Main Street Mid Cap A... OPMSX % Perkins Mid Cap Value S... JMVIX1 % Putnam Capital Spectrum A... PTACSP % Putnam Equity Spectrum A... PYSAX % Putnam Multi-Cap Value A... PMVAX % Alger Capital Appreciation Instl I... ALARX % American Century Equity Income Inv... TWEIX % American Century Inc & Growth Fund Inv... BIGRX % American Century Ultra Investor... TWCUX % American Century Value Fund Inv... TWVLX % Calvert Equity Portfolio A... CSIEX % Great-West S&P 500 Index Fund L... MXVJX % Great-West T. Rowe Price Eq Inc Fund L... MXTQX % IXIS Harris Associates Large Cap Value A... NEFOX % Janus Forty S... JARTX % Jensen Quality Growth J... JENSX % JPMorgan Growth Advantage A... VHIAX % JPMorgan Growth & Income A... VGRIX % JPMorgan Large Cap Growth A... OLGAX % JPMorgan Value Advantage A... JVAAX % MFS Core Equity A... MRGAX % MFS Value A... MEIAX % Oppenheimer Main Street Select A... OMSOX % Putnam Equity Income A... PEYAX % Putnam Fund for Growth & Income A... PGRWX % Putnam Growth Opportunities A... POGAX % Putnam Investors A... PINVX % Putnam Multi-Cap Core A... PMYAX % T. Rowe Price Blue Chip Growth Adv... PABGX % T. Rowe Price Growth Stock Adv... TRSAX % MFS Total Return A... MSFRX % Oakmark Equity & Income I... OAKBX % JPMorgan Income Builder A... JNBAX % BlackRock US Government Bond Inv A... CIGAX % Great-West Bond Index Fund L... MXBJX % JPMorgan Core Plus Bond A... ONIAX % JPMorgan High Yield A... OHYAX % JPMorgan Limited Duration Bd A... ONUAX % JPMorgan Total Return A... JMTAX % Oppenheimer International Bond Fund A... OIBAX % PIMCO Real Return A... PRTNX % PIMCO Total Return A... PTTAX % Pioneer Strategic Income A... PSRAX % Putnam American Government Income A... PAGVX % Putnam Global Income A... PGGIX % Putnam High Yield A... PHIGX % Putnam Income Fund A... PINCX % Putnam US Government Income A... PGSIX % Thompson Bond Fund... THOPX % Wells Fargo Advantage Income Plus A... STYAX % Wells Fargo Advantage Intl Bond A... ESIYX % Wells Fargo Advantage Core Bond Admin... MNTRX % Great-West Money Market Fund I... MXMMF % Putnam Money Market T... PTTMMF % **The Bancorp Bank Master Demand Account... BNCMDA % MUST INDICATE WHOLE PERCENTAGES = 100% * I understand that a Product Prospectus and additional documentation concerning the features associated with the Great-West Secure Foundation Guaranteed Lifetime Withdrawal Benefit (GLWB) is available at If you have any If you questions, have any please questions, call your please Service call your Provider Service at Provider at **Bancorp Bank Master Demand Account (MDA) is a liquid asset account that offers pass-through FDIC insurance to depositors for balances up to $250,000. As a liquid account, the MDA trades daily and investors are able to purchase and redeem MDA shares from Bancorp on a daily basis. The MDA is offered by the Bancorp Bank ( Bancorp ), which is an unaffiliated FDIC-insured online commercial bank operated by The Bancorp, Inc. As the deposit agent and fiduciary, Bancorp undertakes and is responsible to maintain the MDA and its books and records to comply with the procedures FENRAP (FULL) 03/23/15 Page 2 of 24 W

3 R3 p Last g Name y, p First Name p MI Social Security Number p y IRA Number p specified in rules applicable to FDIC deposit insurance that permit a depositor to the MDA to be considered, for purposes of FDIC deposit insurance, the depositor of the portion of the MDA that is attributable to the amount maintained in the MDA by such depositor. A depositor in the MDA is responsible for determining whether the depositor is an eligible investor with respect to the applicability of FDIC insurance for such depositor s assets in the MDA. A current copy of the MDA s Disclosure Statement is available on Bancorp s website, or from Bancorp upon request. Section 23 Managed Accounts Service By checking this box, I elect to have my account professionally managed by Advised Assets Group, LLC until such time as I revoke or amend my election. By electing the Managed Accounts Service, I agree to the fees associated with this service and understand that the annual fee will be deducted from my account in quarterly installments in accordance with the attached Advisory Services Agreement. $ Annual Income Required for Enrollment with Managed Accounts Service The funds may impose redemption fees on certain transactions, redemptions or exchanges if assets are held less than the period stated in the fund s prospectus or other disclosure documents. Please refer to the applicable fund s prospectus and/or disclosure documents for more information. Note: Only one (1) of the 2 sections above should be filled out. Restoration of Great-West SecureFoundation Benefit Base This section is applicable if you have established a Great-West SecureFoundation Benefit Base ( Benefit Base ) in your employer sponsored retirement plan. The selection below will apply to existing plan assets with a Great-West SecureFoundation Benefit Base only. I have established my Benefit Base in my employer sponsored retirement plan account and would like to to restore my Benefit Base in in my my Great-West Empower Retirement Lifetime Advantage IRA by directly IRA Solution rolling assets by directly from rolling the portfolio assets in from my the employer portfolio sponsored in my employer retirement sponsored plan to retirement the approved plan portfolio to the approved in my IRA. portfolio By making my this IRA. election, By making I understand this election, the following: I understand the following: This option is only available if I live in a jurisdiction where Great-West SecureFoundation is available to individual investors. By making this election, I understand that I must also include either an a Great-West SecureFoundation election form or application (dependent on state of residence). I can request a form at or by calling or by calling I understand that applicable funds in my Empower Great-West Retirement Lifetime Advantage IRA may have IRA different Solution fees may and have expenses different than fees in my and employer expenses sponsored than in my retirement employer sponsored plan. retirement plan. I select the following fund(s) as investments through my Empower Great-West Retirement Lifetime IRA. Advantage Must be IRA the Solution. approved portfolio Must be the to restore approved your portfolio benefit base to restore from your benefit employer base sponsored from your retirement employer plan. sponsored retirement plan. Great-West SecureFoundation Balanced Portfolio Class L Shares Great-West SecureFoundation Lifetime Portfolio 2015 Class L Shares Great-West SecureFoundation Lifetime Portfolio 2020 Class L Shares Please note: Restoration of your Benefit Base to a Empower Retirement IRA is only available if you live in a jurisdiction where Great-West SecureFoundation is available. If you have a Great-West SecureFoundation Benefit Base but do not live in a jurisdiction where Great-West SecureFoundation is available to individual investors, you may be able to retain your Benefit Base by leaving your assets invested in the Great-West SecureFoundation Fund(s) in your employer s retirement plan, as allowed by the plan. 1 Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other reasons. The account owner is responsible for keeping the PIN confidential. Please contact Retirement Solutions Center immediately if you suspect any unauthorized use. This designation is effective upon execution and delivery to Service Provider at the address below. If I name more than one beneficiary in either category, the surviving beneficiaries in that category will share equally unless otherwise indicated. I have the right to change the beneficiary. If any information is missing, additional information may be required prior to recording my beneficiary designation. If my primary and contingent beneficiaries predecease me or I fail to designate beneficiaries, amounts will be paid pursuant to the terms of the Individual Retirement Custodial Account Agreement. Beneficiaries will share equally if percentages are not provided and any amounts unpaid upon death will be divided equally. Primary and contingent beneficiaries must separately total %. The number of primary or contingent beneficiaries you may name is not limited. Attach an additional sheet, if necessary. Primary Beneficiary % / / % of Account Balance Social Security Number Primary Beneficiary Name Relationship Date of Birth % / / % of Account Balance Social Security Number Primary Beneficiary Name Relationship Date of Birth Contingent Beneficiary % / / % of Account Balance Social Security Number Contingent Beneficiary Name Relationship Date of Birth % / / % of Account Balance Social Security Number Contingent Beneficiary Name Relationship Date of Birth FENRAP (FULL) 03/23/15 Page 3 of 24 W

4 R3 Last Name First Name MI Social Security Number IRA Number Application Submission and Payment Instructions Please remember to to sign sign and and date date page page 5 and 6 fax and pages fax 1 pages through 1 through 6 (inclusive) 6 (inclusive) of this application of this application to to and forward the and funds forward according the funds to the instructions according to below. the instructions below. Make check payable to: Great-West Trust Company, LLC Include the following information on the check (missing information could result in delayed processing): FBO Owner Name Social Security Number IRA #: R3 IRA Name: Great-West Empower Retirement Lifetime Advantage Roth IRARoth IRA Wire instructions (missing information could result in delayed processing or rejection): Account of: Great-West Trust Company, LLC Bank: Wells Fargo Account no: Routing Transit #: Attention: Financial Control Reference: FBO Owner Name Social Security Number IRA #: R3 IRA Name: Great-West Empower Retirement Lifetime Advantage Roth IRARoth IRA Regular mail address for the check and form (if mailed together): Great-West Trust Company, LLC PO Box Denver, CO Overnight mail address for the check and form (if mailed together): Wells Fargo, N.A. Great-West Trust Co/IRA Dept Lincoln St Lower Level 3 Denver, CO Contact: Great-West Retirement Retirement Solutions Center Services Phone #: Please remember that this application form needs to arrive prior to or simultaneously with the funds arriving to invest according to the allocations on this form. Owner Acknowledgements Investment Options - If I elect to direct my own investments, I understand that by signing and submitting this Roth IRA Application for processing, I am requesting to have investment options established as specified on this form. I understand and acknowledge that all payments and account values, when based on the experience of the investment options, may not be guaranteed and may fluctuate and upon redemption, shares may be worth more or less than their original cost. I acknowledge that investment option information, including prospectuses, disclosure documents and Fund Profile Sheets, have been made available to me prior to this transaction and I understand the risks of investing. It is my responsibility to read the prospectus(es) carefully before investing. I understand if I elect to have my account managed by AAG, that my entire account, including any transfers or rollovers, will be professionally managed. Dollar cost averaging and asset allocation are not available if my account is professionally managed. I understand that the applicable fees will be deducted from my account. In order to enroll in the Managed Accounts Service, I understand that I must provide my Social Security number, date of birth, gender, marital status and annual income. If any of this information is not provided, I understand that I will not be enrolled in the Managed Accounts Service. General Information - I understand that only certain types of distributions are eligible for transfer/rollover treatment and that it is solely my responsibility to ensure such eligibility. By signing below, I affirm that the funds I am transferring/rolling are in fact eligible for such treatment. I authorize these funds to be transferred into my IRA and to be invested according to the information specified in the Investment Section. I understand that the Custodian/Provider may require that I furnish additional information before processing the transaction requested on this form, and Service Provider is not responsible for determining the transaction that I have requested. It is entirely my responsibility to provide the Custodian/Provider with any information that they may require, and/or to notify Service Provider of any information that the Custodian/Plan/Provider may wish to obtain in order to effect the transaction. Incomplete Forms - I understand that in the event my Roth IRA Application is incomplete or is not received by Service Provider, funds will be returned to the sender. If the Investment Section is missing or incomplete, I specifically consent to Custodian allocating all monies to the default investment option identified in the Individual Retirement Custodial Account Agreement. Once my account has been established, I understand that I must call the Voice Response System at or access the Web site at at in order to transfer in monies order to from transfer the default monies investment from the default option. investment Also, I understand option. Also, all contributions I understand received all contributions after my received account after is established my account will is be established applied to will the investment be applied to options the investment I have most options recently I have selected. most recently selected. Account Corrections - I understand that it is my obligation to review all confirmations and quarterly statements for discrepancies or errors. Corrections will be made only for errors which I communicate within 30 calendar days of the last calendar quarter. After this 30 day period, account information shall be deemed accurate and acceptable to me. If I notify Service Provider of an error after this 30 day period, the correction will only be processed from the date of notification forward and not on a retroactive basis. Compliance With Internal Revenue Code - I understand that the maximum amount I may contribute to this IRA is determined under the Internal Revenue Code (the Code ). I understand it is my responsibility to monitor my total annual contributions to any and all IRAs and to ensure I do not exceed the amount permitted. If I exceed the contribution limit, I assume full responsibility for any tax, penalty or costs that may be incurred. Owner Address - By providing Service Provider with my address during this Application Process, I acknowledge and agree that I am responsible for immediately notifying Service Provider of any changes to to my address and I I am solely responsible for for any any liability that that may may arise arise out out of of my my failure failure to to provide provide such such updates. updates. I agree I agree to to receive via via the the address I I provided, documents related related to my to my Great-West Empower Lifetime Retirement Advantage IRA account, IRA account, including including without limitation without limitation account statements, account statements, activity confirmations, activity confirmations, updates to updates my account to my agreements, account agreements, tax and/or tax regulatory and/or regulatory notices disclosures, notices or disclosures, and any other and documents any other which documents Service which Provider Service or Provider its affliates or provide its affliates now provide and/or in now the and/or future. in I understand the future. that I understand I may elect that to I no may longer elect receive to no longer electronic receive delivery electronic of documents delivery by of providing documents notification by providing to notification Service Provider. to Service Provider. FENRAP (FULL) 03/23/15 Page 4 of 24 W

5 R3 Last Name First Name MI Social Security Number IRA Number Managed Accounts Service Fee - If I elect the Managed Accounts Service, a quarterly fee will be assessed. If I wish to opt-out in the future, I will call an AAG Representative at Financial Advisor Fee If I have a financial advisor in conjunction with this Roth IRA I understand that my financial advisor may receive compensation of 0.25% (based upon investment selections) paid from fund expenses already paid by me and based upon investment selections. Financial Advisor Information NOTE: This section is not applicable if the Roth IRA Applicant has selected the Managed Accounts Service. Broker/Dealer Name & Number Financial Advisor Name Branch Number Financial Advisor Phone Number GWRS Broker Number (if applicable) Financial Advisor Street Address Rep ID Financial Advisor City/State/Zip Required Signatures I have read, understand, and agree to all terms and conditions of this Roth IRA Application, including the terms of the Advisory Services Agreement, the Roth Individual Retirement Custodial Account Agreement, the Disclosure Statement, and the Fee Schedule. I understand that all documents can be found and were provided to me as part of this application package. I understand that Service Provider and Custodian are required to comply with the regulations and requirements of the Office of Foreign Assets Control, Department of the Treasury ( OFAC ). As a result, Service Provider and Custodian cannot conduct business with persons in a blocked country or any person designated by OFAC as a specially designated national or blocked person. For more information, please access the OFAC Web site at: In addition, the USA PATRIOT Act of 2001 requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. You must provide your name, address, date of birth, and other information that will allow Service Provider and Custodian to identify you. If you fail to provide all of the required information, processing of your application will be delayed until all of the information has been provided. You understand that Service Provider and Custodian may use a third party information provider for verification purposes and/or ask for a copy of your driver s license or other identifying documents. Any person who presents a false or fraudulent claim is subject to criminal and civil penalties. Owner Signature Date Note: Owner forward form as shown on Page 4 in the Payment Instructions section. Empower Great-West Retirement Financial refers refers to to the products and and services services provided offered by in Great-West the retirement Life markets & Annuity by Great-West Insurance Company Life & Annuity (GWL&A), Insurance Corporate Company Headquarters: (GWL&A), Greenwood Corporate Headquarters: Village, CO; Greenwood Great-West Village, Life & Annuity CO; Great-West Insurance Life Company & Annuity of New Insurance York Company (GWL&A of New NY), York, Home Home Office: Office: White White Plains, Plains, NY; NY; and and their their subsidiaries subsidiaries and and affiliates, affiliates. The including trademarks, Great-West logos, service Funds, Inc. marks, and and Great-West design elements Trust Company, used are LLC. owned All by trademarks, GWL&A. logos, service marks, and design elements used are owned by their respective owners and are used by permission. For questions, please call: FENRAP (FULL) 03/23/15 Page 5 of 24 W

6 Set-Up Fee GREAT-WEST Empower LIFETIME Retirement ADVANTAGE Roth IRA IRA ROTH FEE SCHEDULE 1 $60 $0 for initial deposits of $5,000 or less Transfer-In/Rollover-In Fee $0 less than$30,000 ; Annual Administration Fee $50, $0,, if if account balance is is greater $5,000, than or less; $30,000 ; 2 $30, $35, if account balance is greater than $5,000 but less than$30,000 2 ; 2 $0, $50, if if account balance is is greater $5,000 than or less; $30,000 Transaction Fees $0 Asset Holding Fees $0 Account Closure Fee 3 $50 $75 Sales Load $0 Miscellaneous Fees Advisory Services 4 Special Services, including but not limited to, wires, overnight delivery services, stop payments on checks, non-sufficient funds checks, and additional statement copies may be charged a separate fee. On-Line Investment Guidance Quarterly Fee Annual Fee No Fee No Fee On-Line Investment Advice Quarterly Fee Annual Fee $6.25 $25 Managed Accounts Account Balance Quarterly Fee Annual Fee <$100, % 0.55% Next $150, % 0.45% Next $150, % 0.35% >$400, % 0.25% Initial Investment, Distribution, and Account Balance Minimums Minimum Initial Investment 5 $500 Minimum Distribution Amount $50 Minimum Balance Required to Keep IRA open $75 $50 The Custodian and Service Provider reserve the right to change the Fee Schedule and Initial Investment, Distribution, and Account Balance Minimums upon 30 days written notice to the IRA owner I understand that funds may impose redemption fees on certain transfers, redemptions or exchanges if assets are held less than the period stated in the fund s prospectus or other disclosure documents. I will refer to the fund s prospectus and/or disclosure documents for more information. Determined as of each calendar quarter end date. Assessed when the account is closed upon full distribution or transfer of the IRA, or when the IRA balance falls below $50 $75 (in which case the IRA Custodian will terminate the IRA.) Managed account, guidance and advice services are offered by Advised Assets Group, LLC (AAG), and a federally registered investment adviser. More information can be found at Ibbotson Associates, Inc. is a registered investment adviser and is not affiliated with AAG, its parent company Great-West Life & Annuity Insurance Company or any of its subsidiaries. Great-West Trust Company, LLC is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company. Minimum Initial Investment Requirement may be waived for incoming rollover initiated due to mandatory distribution provisions under an eligible retirement plan. GWFS Equities, Inc. is a Member of the Securities Investor Protection Corporation ( SIPC ). You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC. Securities Investor Protection Corporation th Street, N.W. Suite 800 Washington, D.C [email protected] Tel: (202) Information about SIPC is also available at FENRAP (FULL) 03/23/15 Page 6 of 24

7 ADVISED ASSETS GROUP, LLC ADVISORY SERVICES IRA AGREEMENT Please read the following terms and conditions carefully before using or enrolling in any of the services described below. Your use of any service will signify your consent to be bound by the terms and conditions set forth in this Agreement. You also agree that you have read and received the attached ADV Form Part II from Advised Assets Group, LLC ( AAG ). Fees for the Service Fees for each service are shown below. The fees are assessed on a quarterly basis and the chart below reflects the quarterly and annual fee amount. Online Investment Guidance Quarterly Fee Annual Fee No Fee No Fee Online Investment Advice Quarterly Fee Annual Fee $6.25 $25 Managed Account Service Account Balance Quarterly Fee Annual Fee <$100, % 0.55% Next $150, % 0.45% Next $150, % 0.35% >$400, % 0.25% For example, if your account balance subject to Managed Accounts is $50,000, the maximum annual fee is 0.55 % of the account balance. The amount collected quarterly will be based upon your account balance on the day of fee assessment. If your account balance subject to Managed Accounts is $500,000, the first $100,000will be subject to a maximum annual fee of 0.55 % (quarterly %), the next $150,000 will be subject to a maximum annual fee of 0.45 % (0.1125%), the next $150,000 will be subject to a maximum annual fee of 0.35 % (0.0875%), and any amounts over $400,000 will be subject to a maximum annual fee of 0.25 % (0.0625%). All fees are assessed on a quarterly basis. For example, the maximum quarterly fee for an account balance less than $100,000 (subject to maximum annual fee of 0.55%) would be % as demonstrated above. The fees for Online Investment Advice and Managed Account services will generally be debited from your account within the last five (5) to seven (7) business days of each quarter of enrollment, which may or may not correspond to a calendar quarter; however, if you cancel participation in Managed Accounts, the fee will be based on your account balance on the date of cancellation and will be debited from your account within five (5) to seven (7) business days of the end of the quarter in which the cancellation occurred. Use of online investment advice at any time during a quarter will result in your account being debited the quarterly fee. DISCLAIMERS AAG uses reasonable care, consistent with industry practice, in providing services to you. We do not guarantee the future performance of your account or that the investments we recommend will be profitable. Investment return and principal value will fluctuate with market conditions, and you may lose money. The investments we may recommend, or purchase for your account, if applicable, are subject to various risks, including without limitation business, market, currency, economic, and political risks. AAG does not provide advice for, recommend allocations of, or manage individual stocks, self-directed brokerage accounts, or guaranteed certificate funds or any other investment with fixed holding period, even if they are available for investment in your IRA. We do not select the investment options available for investment in your IRA. By recommending allocations among the available investment options, we are not endorsing the selection of particular investments options available in your IRA. AAG and its employees will not be liable to you for any loss caused by (1) our prudent, good faith decisions or actions, (2) following your instructions, or (3) any person other than AAG or its affiliates who provides services for your account. AAG will not be liable to you for any losses resulting from your disclosure of your personal information or your PIN number to third parties even if the purpose of your disclosure is to enable such person to enroll you in, or cancel your enrollment in, FENRAP (FULL) 03/23/15 Page 7 of 24

8 Advisory Services. AAG is not responsible for voting proxies for the securities in your account. We do not guarantee that the services or any content will be delivered to you uninterrupted, timely, secure, or error-free. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AAG DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THE SERVICE CONTENT, AND ALL INFORMATION DERIVED FROM THEM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TIMELINESS, ACCURACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING. IN ADDITION, AAG DOES NOT WARRANT THAT THE SERVICE OR CONTENT CONTAINED IN IT WILL BE UNINTERRUPTED, ERROR-FREE, FULLY AVAILABLE AT ALL TIMES OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICE IS FREE OF ERRORS OR OTHER HARMFUL CONTENT. LIMITATION OF LIABILITY YOU UNDERSTAND THAT IN NO EVENT WILL AAG, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS OR ANY DATA PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOSS OF BUSINESS REVENUE OR LOST PROFITS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH. INDEMNIFICATION You agree to indemnify, defend and hold harmless AAG, its officers, directors, shareholders, parents, subsidiaries, affiliates, employees, consultants, agents and licensors from and against any and all third party claims, liability, damages and/or costs (including but not limited to reasonable attorneys fees) arising from your failure to comply with this Agreement, the information you provide us, your infringement of any intellectual property or other right of a third party, or from your violation of applicable law. DESCRIPTION OF SERVICES AAG offers the following investment advisory services; Online Investment Guidance, Online Investment Advice, and the Managed Account service through Advisory Services: Online Investment Guidance: The Online Investment Guidance service is geared toward account owners who wish to manage their own retirement accounts. Clients are provided access to online guidance tools. Online Investment Advice: Online Investment Advice is geared toward account owners who wish to manage their own retirement plans. Clients are provided online guidance and investment advice for a personalized recommended investment portfolio. The recommended investment portfolio is based on information drawn from your account profile and from the investment options available to you. You may then implement the recommended investment portfolio and manage your retirement account online. Managed Account service: The Managed Accounts service is geared toward account owners who wish to have a qualified financial expert select among the available investment options and manage their retirement account for them. You will receive a personalized investment portfolio that reflects the investment options and your retirement timeframe, life stages and overall financial picture, including additional financial wealth (if you elect to provide this information), which may be taken into consideration when determining the allocation of assets in your IRA (AAG will not provide advice for, recommend allocations of, or manage your outside or non-ira assets). Under the Managed Account service, AAG has discretionary authority over allocating your assets among the investment options, without your prior approval of each transaction. Upon receipt of your initial deposit or rollover into your IRA, your funds will be allocated to the default investment option specified in your custodial agreement. AAG will re-allocate your funds to your asset allocation portfolio within 5 business days of receiving your initial deposit. Managed Account assets in the your investment options will be automatically monitored, rebalanced and reallocated every quarter by AAG, based on data resulting from the methodologies and software employed by the Independent Financial Expert, to respond to market performance and to ensure optimal account performance over time. You will FENRAP (FULL) 03/23/15 Page 8 of 24

9 receive an account update and forecast statement annually and can update your personal information at any time by calling AAG at our toll-free customer service number or by visiting the website. IMPORTANT: The projections or other information generated by the advisory service product regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. Results may vary with each use and over time. The Advisory Services methodology is powered by Ibbotson Associates. Ibbotson first builds stable, consistent asset allocation models at various risk levels. Based on Monte Carlo simulations of the client s resources, liabilities, and human capital, an appropriate asset level portfolio is selected and a savings rate and a retirement age are determined that best suits each client s situation. The asset class level model portfolios are revisited annually. Investment options are then selected to implement each asset-level model portfolio. These investment options are monitored and rebalanced quarterly. Your acceptance of the terms and conditions of this Agreement constitutes your authorization for AAG to deduct the quarterly fee. The fees are subject to change. Certain investment options in your IRA may charge a redemption fee or impose restrictions for market timing. Such restrictions or redemption fees vary in amount and application from investment option to investment option. It is possible that transactions initiated by AAG under Online Investment Advice or the Managed Account service may result in the imposition of a redemption fee or marketing timing base restriction on one or more investment options available in your IRA. Any redemption fees will be deducted from your account balance. If you participate in the Managed Accounts service, you must allocate all of your account balance. You may not invest in other investment options while also participating in the Managed Account service. Once enrolled in the Managed Account service, you will no longer be able to make investment allocation changes to your account online, via paper, or through the toll-free customer service number. This includes functionality for fund-to-fund transfers, change fund allocations, or utilization of dollar cost averaging, or rebalancer. Once enrolled, you retain full inquiry access to your account and you may still request a distribution. The aforementioned functionality will be restored to your account within the next business day markets are open after you cancel participation in the Managed Account service. You may cancel participation in the Managed Account service at any time by completing the cancellation form available online or by calling AAG at our toll-free customer service number. GENERAL PROVISIONS AAG acknowledges that, as a registered investment adviser, it owes a fiduciary duty to participants with respect to investment advice (Online Investment Advice) and investment management (Managed Account service). AAG is not a fiduciary with respect to guidance. You may not assign this Agreement. We may not assign this Agreement (within the meaning of the Investment Advisers Act of 1940 ( Advisers Act ) without your consent. This Agreement is entered into in Denver, Colorado and governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. You agree that proper forum for any claims under this Agreement shall be in the courts of the State of Colorado for Arapahoe County or the United States District Court, District of Colorado. The prevailing party shall be entitled to recovery of expenses, including reasonable attorneys fees. This agreement constitutes the entire Agreement between you and AAG with respect to the subject matter herein. If for any reason a provision or portion of this Agreement is found to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. No failure or delay on the part of AAG in exercising any right or remedy with respect to a breach of this Agreement by you shall operate as a waiver thereof or of any prior or subsequent breach of this Agreement by you, nor shall the exercise of any such right or remedy preclude any other or future exercise thereof or exercise of any other right or remedy in connection with this Agreement. Any waiver must be in writing and signed by AAG. All terms and provisions of this Agreement, including without limitation Disclaimers, Limitation of Liability, Indemnification, Intellectual Property, and Privacy Policy, which should by their nature survive the termination of this Agreement, shall so survive. This Agreement will automatically terminate upon termination of your agreement with AAG. Nothing in this Agreement shall be construed to waive compliance with the Advisers Act. AAG shall not be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by an unforeseeable event beyond its reasonable control, including without limitation: act of God; fire; flood; earthquake; labor strike; sabotage; fiber cut; embargoes; power failure; lightning; supplier s failures; act or omissions of telecommunications common carriers; material shortages or unavailability or other delay in delivery; government codes, ordinances, laws, rules, regulations or restrictions; war or civil disorder, or acts of terrorism. AAG reserves the right to modify this Agreement at any time. You agree to review this Agreement periodically so that you are aware of any such modifications. Your continued participation in Advisory Services shall be deemed to be FENRAP (FULL) 03/23/15 Page 9 of 24

10 your acceptance of the modified terms of this Agreement. This Agreement shall inure to the benefit of AAG s successor and assigns. INTELLECTUAL PROPERTY All content provided as part of Advisory Services, including without limitation names, logos, methodologies, and news or information provided by third parties, is protected by copyrights, trademarks, service marks, patents, or other intellectual property and proprietary rights and laws ( Intellectual Property ) and may constitute trade secrets, as defined by applicable law. All such Intellectual Property is the property of their respective owners and no rights or licenses are granted to you as a result of your participation in Advisory Services. PRIVACY POLICY AAG protects your privacy. We have strict policies in place to keep your personal information private. A summary of AAG policies and procedures to protect the privacy and security of your personal information is set forth below. Types of Information We Collect. AAG collects personal information about you from your applications or other forms that you complete and from our affiliates you have conducted business with. Such information includes without limitation; your name, address, age, salary, number of dependents, account balances and contributions. You may provide us with additional personal information about your investments and preferences at any time. We also keep records of all transactions in your account and any communications about your account. Security of Your Information. We have strict procedures to protect your privacy. They include physical, administrative, and technical safeguards. Access to Information. The only employees who have access to your personal information are those who need it to service your account, or to provide you with products or services. Our Information-Sharing Practices. AAG will not disclose, sell, share, or reveal your personal information except in the following circumstances: We have your authorization to share your personal information with third parties; We need to share your personal information with our affiliates who provide a product or service you have requested or to maintain, service or administer your account (for example, our affiliated broker-dealer that executes transactions in your account; such affiliates do not have the right to use your personal information other than in the performance of services necessary to assist us); or We are required by law to disclose your personal information (for example, in response to a subpoena, governmental or regulatory request, or to protect against fraud or other illegal activity). Analysis. We may perform analyses based on data about our customers. Such data will not contain personally identifiable information. Our Treatment of Information about Former Customers. Protecting your privacy goes beyond our relationship with you as a participant in Advisory Services. If this relationship ends, we will not share your personal information with third parties, except as law permits. Customer Right To Change Information. For more information on our privacy practices or to correct, amend or supplement your personal information, you may contact us at ABOUT ADVISED ASSETS GROUP, LLC AAG, a wholly owned subsidiary of Great-West Life & Annuity Insurance Company, is a registered investment adviser with the Securities and Exchange Commission. AAG provides guidance, advisory, and management solutions to defined contribution and deferred compensation plans and participants and to IRA account owners. Since its inception, AAG has focused on establishing, refining, and continually improving the process of investment planning for plan sponsors and participants. By blending best practices investment approaches with personalized plan data and leading industry knowledge and expertise, AAG aspires to create effectively-built, diversified retirement solutions that maximize outcomes for its clients. FENRAP (FULL) 03/23/15 Page 10 of 24

11 Additional information about the services provided by AAG may be found in AAG s Form ADV Part II, which is available free of charge online at upon request by calling AAG at the customer service number , or writing AAG at: 8515 East Orchard Road, Greenwood Village, Colorado Interest in Participant Transactions. AAG, its officers and employees may purchase securities for their own accounts and these securities may be the same as those recommended to, or invested for, you (e.g. shares of the same mutual fund). The Maxim series funds and the Putnam funds are affiliates of AAG. ABOUT IBBOTSON ASSOCIATES AAG has teamed with Ibbotson Associates, a recognized industry leader in asset allocation and investment analytics tools, to provide the underlying investment advice and portfolio management methodology that will power Advisory Services. Ibbotson Associates is a leading independent provider of asset allocation, manager selection, and portfolio construction services. The company leverages its innovative academic research to create customized investment advisory solutions that help investors meet their goals. Ibbotson Associates, Inc. was founded in 1977 and is a registered investment advisor and wholly owned subsidiary of Morningstar, Inc. AAG reserves the right to replace the Independent Financial Expert in its sole discretion and without your approval. AAG will notify you of any fee changes resulting from the Independent Financial Expert being replaced. In the event AAG terminates its relationship with the current Independent Financial Expert and is unable to contract with a suitable replacement Independent Financial Expert, this Agreement shall automatically terminate upon written notice from AAG. ACCEPTANCE OF TERMS AND CONDITIONS OF ADVISORY SERVICES AGREEMENT If you agree to the terms and conditions set forth herein, you will be enrolled in the service you requested that is offered under Advisory Services. Your acceptance of the terms and conditions shall signify your consent to be bound by the applicable provisions of this Agreement, as they relate to the Online Investment Guidance, Online Investment Advice, or Managed Account services. Please note that upon enrollment in the Managed Account service, any currently initiated transfers or transactions will be cancelled, unless the market has already closed for the day. If you do not agree to the terms and conditions set forth herein, you will not be enrolled in the service you requested that is offered under Advisory Services. FENRAP (FULL) 03/23/15 Page 11 of 24

12 ROTH INDIVIDUAL RETIREMENT ACCOUNT CUSTODIAL AGREEMENT Form 5305-RA under Section 408(a) of the Internal Revenue Code FORM (REV. MARCH 2002) The Depositor named on the Application is establishing a Roth Individual Retirement Account under section 408A to provide for his or her retirement and for the support of his or her beneficiaries after death. The Custodian named on the Application has given the Depositor the disclosure statement required by Regulations section The Depositor has assigned the custodial account the sum indicated on the Application. The Depositor and the Custodian make the following agreement: ARTICLE I Except in the case of a rollover contribution described in section 408A(e), a recharacterized contribution described in section 408A(d)(6), or an IRA Conversion Contribution, the Custodian will accept only cash contributions up to $3,000 per year for tax years 2002 through That contribution limit is increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and thereafter. For individuals who have reached the age of 50 before the close of the tax year, the contribution limit is increased to $3,500 per year for tax years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000 for 2008 and thereafter. For tax years after 2008, the above limits will be increased to reflect a cost-of-living adjustment, if any. ARTICLE II 1. The annual contribution limit described in Article I is gradually reduced to $0 for higher income levels. For a single Depositor, the annual contribution is phased out between adjusted gross income (AGI) of $95,000 and $110,000; for a married Depositor filing jointly, between AGI of $150,000 and $160,000; and for a married Depositor filing separately, between AGI of $0 and $10,000. In the case of a conversion, the Custodian will not accept IRA Conversion Contributions in a tax year if the Depositor's AGI for the tax year the funds were distributed from the other IRA exceeds $100,000 or if the Depositor is married and files a separate return. Adjusted gross income is defined in section 408A(c)(3) and does not include IRA Conversion Contributions. 2. In the case of a joint return, the AGI limits in the preceding paragraph apply to the combined AGI of the Depositor and his or her spouse. ARTICLE III The Depositor's interest in the balance in the custodial account is nonforfeitable. ARTICLE IV 1. No part of the custodial account funds may be invested in life insurance contracts, nor may the assets of the custodial account be commingled with other property except in a common trust fund or common investment fund (within the meaning of section 408(a)(5)). 2. No part of the custodial account funds may be invested in collectibles (within the meaning of section 408(m)) except as otherwise permitted by section 408(m)(3), which provides an exception for certain gold, silver, and platinum coins, coins issued under the laws of any state, and certain bullion. ARTICLE V 1. If the Depositor dies before his or her entire interest is distributed to him or her and the Depositor's surviving spouse is not the designated beneficiary, the remaining interest will be distributed in accordance with (a) below or, if elected or there is no designated beneficiary, in accordance with (b) below: (a) The remaining interest will be distributed, starting by the end of the calendar year following the year of the Depositor's death, over the designated beneficiary's remaining life expectancy as determined in the year following the death of the Depositor. (b) The remaining interest will be distributed by the end of the calendar year containing the fifth anniversary of the Depositor's death. 2. The minimum amount that must be distributed each year under paragraph 1(a) above is the account value at the close of business on December 31 of the preceding year divided by the life expectancy (in the single life table in Regulations section 1.401(a)(9)-9) of the designated beneficiary using the attained age of the beneficiary in the year following the year of the Depositor's death and subtracting 1 from the divisor for each subsequent year. 3. If the Depositor's surviving spouse is the designated beneficiary, such spouse will then be treated as the Depositor ARTICLE VI 1. The Depositor agrees to provide the Custodian with all information necessary to prepare any reports required by sections 408(i) and 408A(d)(3)(E), Regulations sections and , or other guidance published by the Internal Revenue Service (IRS). 2. The Custodian agrees to submit to the IRS and Depositor the reports prescribed by the IRS. ARTICLE VII Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through IV and this sentence will be controlling. Any additional articles inconsistent with section 408A, the related regulations, and other published guidance will be invalid. ARTICLE VIII This Agreement will be amended as necessary to comply with the provisions of the Code, the related Regulations, and other published guidance. Other amendments may be made with the consent of the persons whose signatures appear on the Application. ARTICLE IX 9.01 Definitions: In this part of this Agreement (Article IX), "Depositor" means the individual who establishes the account. The "Custodian" means Great-West Trust Company, LLC, "Service Provider" means GWFS Equities, Inc., an affiliate of Great-West Trust Company, LLC. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and "Regulations" means the Treasury Regulations Appointment of Agents and Service Providers: In its discretion, the Custodian may appoint one or more agents or service providers, who may be an affiliate of the Custodian, to carry out any of its functions, including but not limited to, recordkeeping, establishing new accounts, processing contributions and distributions, and tax withholding and reporting. In the event of such appointment, all rights and privileges of the Custodian under this agreement shall pass through to such agents or service providers who shall be entitled to enforce them as if a party to this Agreement. The Depositor shall be responsible for providing all instructions, notices, forms, and remittance to Service Provider Notices and Change of Address: Any required notice regarding this Roth IRA will be considered effective when Service Provider sends it to the intended recipient at the last address which Service Provider has in its records. Any notice to be given to Service Provider will be considered effective when Service Provider actually receives it. Depositor, or the intended recipient, must notify Service Provider of any change of address Representations and Responsibilities: Depositor represents and warrants to the Custodian and Service Provider that any information Depositor has given or will give the Custodian and/or Service Provider with respect to this Agreement is complete and accurate. Further, Depositor agrees that any directions given to the Custodian and/or Service Provider, or action Depositor takes will be proper under this Agreement, and that the Custodian and/or Service Provider are entitled to rely upon any such information or directions. If the Custodian or Service Provider fail to receive directions from Depositor regarding any transaction, or if the Custodian or Service Provider receive ambiguous directions regarding any transaction, or either of them, in good faith, believe that any transaction requested is in dispute, the Custodian and Service Provider reserve the right to take no action until further clarification acceptable to the Custodian or Service Provider is received from Depositor or the appropriate government or judicial authority. The Custodian and Service Provider shall not be responsible for losses of any kind that may result from the Depositor s directions or Depositor s actions or failures to act, and Depositor agrees to reimburse the Custodian and Service Provider for any loss either of them may incur as a result of such directions, actions or failures to act. The Custodian and Service Provider shall not be responsible for any penalties, taxes, judgments or expenses Depositor incurs in Ascensus, Inc., Brainerd, MN FENRAP (FULL) 03/23/15 Page 12 of 24

13 connection with the Roth IRA. The Custodian and Service Provider have no duty to determine whether Depositor s contributions or distributions comply with the Code, Regulations, rulings or this Agreement. The Custodian and Service Provider may permit Depositor to appoint, through written notice acceptable to the Custodian and Service Provider, an authorized agent to act on Depositor s behalf with respect to this Agreement (e.g., attorney-in-fact, executor, administrator, investment manager), however, the Custodian and Service Provider have no duty to determine the validity of such appointment or any instrument appointing such authorized agent. The Custodian and Service Provider shall not be responsible for losses of any kind that may result from directions, actions or failures to act by Depositor s authorized agent, and Depositor agrees to reimburse the Custodian and Service Provider for any loss either of them may incur as a result of such directions, actions or failures to act by Depositor s authorized agent. Depositor will have thirty (30) days after receiving any documents, statements or other information from the Custodian or Service Provider to notify either of them in writing of any errors or inaccuracies reflected in these documents, statements or other information. If Depositor does not notify the Custodian or Service Provider within 30 days, the documents, statements or other information shall be deemed correct and accurate, and the Custodian and Service Provider shall have no further liability or obligation for such documents, statements, other information or the transactions described therein. Depositor acknowledges and agrees that nothing in this Agreement shall be construed as conferring fiduciary status upon either the Custodian or Service Provider, and none shall be implied. Neither of them shall be required to perform any additional services unless specifically agreed to under the terms and conditions of this Agreement, or as required under the Code and the Regulations promulgated thereunder with respect to Roth IRAs. Depositor agrees to indemnify and hold the Custodian and Service Provider harmless for any and all claims, actions, proceedings, damages, judgments, liabilities, costs and expenses, including attorney's fees, arising from, or in connection with this Agreement. To the extent written instructions or notices are required under this Agreement, the Custodian may accept or provide such information in any other form permitted by the Code or applicable regulations Service Fees: The Custodian and/or Service Provider have the right to charge an annual service fee or other designated fees (e.g., a transfer, rollover or termination fee) for maintaining the Roth IRA. In addition, the Custodian and/or Service Provider have the right to be reimbursed for all reasonable expenses, including legal expenses, they incur in connection with the administration of the Roth IRA. The Custodian and/or Service Provider may charge Depositor separately for any fees or expenses, or may deduct the amount of the fees or expenses from the assets in the Roth IRA at the Custodian and/or Service Provider s discretion. The Custodian and/or Service Provider reserve the right to change the fee schedule and charge any additional fee upon 30 days notice to Depositor that the fee will be effective. Fees such as shareholder services fees or commissions may be paid to the Custodian or Service Provider by third parties for assistance in performing certain transactions with respect to this Roth IRA Investment of Amounts in the Roth IRA: a. Direction of Investment - Depositor has exclusive responsibility for and control over the investment of the assets of his/her Roth IRA. Depositor shall direct all investment transactions, including earnings and the proceeds from asset sales. Depositor's selection of investments shall be limited to the choice of mutual funds made available to Depositor under this Custodian Account. The Custodian may, in its sole discretion, make available to Depositor, additional investment offerings, which shall be limited to publicly traded securities, mutual funds, money market instruments and other investments that are obtainable by the Custodian and that the Custodian is capable of holding in the ordinary course of business. In the absence of instructions from the Depositor or if the instructions are not in a form acceptable to the Custodian and/or Service Provider, or are unclear at the time of receipt, the Custodian shall hold any uninvested amounts in cash, or may direct such cash into a FDIC insured bank deposit, if available, pending clarification or completion by the Depositor, in either case without liability for interest or for loss of income or appreciation. Neither the Custodian nor Service Provider shall have any responsibility to invest uninvested cash unless and until directed by the Depositor. All investment directions by Depositor may be subject to minimum initial or additional investment or minimum balance rules applicable to this Custodial Account and/or to any mutual fund as described in its prospectus. All dividends and capital gains or other distributions paid on the shares of any mutual fund held in the account shall be reinvested in full and fractional shares of such fund unless otherwise directed by the Depositor. All transactions shall be subject to any and all restrictions or limitations, direct or indirect, which are imposed by the Custodian s charter, articles of incorporation, or bylaws; any and all applicable federal and state laws and regulations; the rules, regulations, customs and usages of any exchange, market or clearing house where the transaction is executed; Custodian and Service Provider s policies and practices; and this Agreement. Any brokerage commissions, sales charges, and redemption fees, or any other charges attributable to the assets in the Roth IRA will be charged to the Roth IRA. Depositor cannot reimburse the Roth IRA for these commissions or charges. With respect to excessive transfers, should a mutual fund company unilaterally reject or delay any trades that the Custodian or Service Provider has initiated on behalf of Depositor, the Custodian or Service Provider will reverse the portion of the trade rejected and place those dollars back in the fund from which they came at the then current NAV. Any market gains or losses that occur due to these procedures will accrue to Depositor After Depositor s death, Depositor s beneficiary(ies) shall have the right to direct the investment of the Roth IRA assets, subject to the same conditions that applied to Depositor during his/her lifetime under this Agreement (including, without limitation, Section 9.04 of this article). b. Custodian's and Service Provider's Investment Powers And Duties - The Custodian and Service Provider shall have no discretion to direct any investment in the Depositor s Roth IRA. The Custodian and Service Provider assume no responsibility for rendering investment advice with respect to the Depositor s Roth IRA, nor will they offer any opinion or judgment to Depositor on matters concerning the value or suitability of any investment or proposed investment for the Roth IRA. Neither the Custodian nor Service Provider will be liable for any action or inaction taken with respect to the investments made in the Roth IRA. The Service Provider shall maintain adequate records of all purchases and sales of mutual funds for the Depositor's Custodial Account. Any account maintained herewith shall be in the name of the Custodian for the benefit of the Depositor, or in omnibus accounts in the name of the Custodian for the benefit of all its clients. All assets of the Custodial Account shall be registered in the name of the Custodian or of a suitable nominee. The Service Provider shall deliver, or cause to be delivered, to Depositor, all notices, prospectuses, financial statements and other reports to shareholders, proxies and proxy soliciting materials relating to the shares of the mutual funds held in the Custodial Account. Neither the Custodian nor Service Provider shall exercise any of the voting rights and other shareholder rights with respect to investments in the Roth IRA unless Depositor provides timely written directions acceptable to the Custodian and Service Provider. c. Depositor's Representations - The Depositor acknowledges that he or she has received and read the prospectus for each mutual fund in which his/her account is invested and the IRA Disclosure Statement related to the account. The Depositor represents under penalties of perjury that his/her Social Security number (or other taxpayer identification number) as stated in the Application is correct Ascensus, Inc., Brainerd, MN FENRAP (FULL) 03/23/15 Page 13 of 24

14 9.07 Beneficiary(ies): If Depositor dies before receiveing all of the amounts in the Roth IRA, payments from the Roth IRA will be made to Depositor s beneficiary(ies). Depositor may designate one or more persons or entities as beneficiary of the Roth IRA. This designation can only be made on a form provided by or acceptable to the Custodian and Service Provider, and it will only be effective when it is filed with Service Provider during Depositor s lifetime. Unless otherwise specified, each beneficiary designation that is filed with Service Provider will cancel all previous ones. The consent of a beneficiary(ies) shall not be required for Depositor to revoke a beneficiary designation. If Depositor has designated both primary and contingent beneficiaries and no primary beneficiary(ies) survives Depositor, the contingent beneficiary(ies) shall acquire the designated share of the Roth IRA. If Depositor does not designate a beneficiary, or if all of Depositor s primary and contingent beneficiary(ies) predecease Depositor, Depositor s estate will be the beneficiary. If Depositor s surviving spouse is the designated beneficiary, Depositor s spouse may elect to treat the Roth IRA as his or her own Roth IRA, and would not be subject to the required minimum distribution rules. Depositor s surviving spouse will also be entitled to such additional beneficiary payment options as are granted under the Code or applicable Regulations. The Custodian and Service Provider may allow, if permitted by state law, an original Roth IRA beneficiary(ies) (the beneficiary(ies) who is entitled to receive distribution(s) from an inherited Roth IRA at the time of Depositor s death) to name a successor beneficiary(ies) for the inherited Roth IRA. This designation can only be made on a form provided by or acceptable to the Custodian and Service Provider, and it will only be effective when it is filed with Service Provider during the original Roth IRA beneficiary's(ies') lifetime. Unless otherwise specified, each beneficiary designation form that the original Roth IRA beneficiary(ies) files with Service Provider will cancel all previous ones. The consent of a successor beneficiary(ies) shall not be required for the original Roth IRA beneficiary(ies) to revoke a successor beneficiary(ies) designation. If the original Roth IRA beneficiary(ies) does not designate a successor beneficiary(ies), his or her estate will be the successor beneficiary. In no event shall the successor beneficiary(ies) be able to extend the distribution period beyond that required for the original Roth IRA beneficiary. All rights and obligations assigned to the Depositor, as Depositor, shall inure to, and be enjoyed and exercised by the Depositor's beneficiary(ies) upon the Depositor's death. This includes but is not limited to investment responsibility, fee payment for the maintenance of the Roth IRA, if any, and any other rights or obligations under this agreement, except any rights or obligations that may otherwise be prohibited under any applicable law or as otherwise specified herein 9.08 Termination of Agreement, Resignation, or Removal of Custodian: Either party may terminate this Agreement at any time by giving written notice to the other. The Custodian may resign at any time effective 30 days after it mails written notice of its resignation to Depositor. Upon receipt of that notice, Depositor must make arrangements to transfer his/her Roth IRA to another financial organization. If Depositor does not complete a transfer of the Roth IRA within 30 days from the date the Custodian mails the notice to Depositor, the Custodian has the right to transfer the Roth IRA assets to a successor Roth IRA custodian or trustee that it chooses in its sole discretion, or the Custodian may pay the Roth IRA to Depositor in a single sum. The Custodian and Service Provider shall not be liable for any actions or failures to act on the part of any successor custodian or trustee, nor for any tax consequences Depositor may incur that result from the transfer or distribution of the Roth IRA assets pursuant to this section. If this Agreement is terminated, the Custodian may charge to the Roth IRA a reasonable amount of money that we believe is necessary to cover any associated costs, including but not limited to, one or more of the following: any fees, expenses or taxes chargeable against the Roth IRA; any penalties or surrender charges associated with the early withdrawal of any savings instrument or other investment in the Roth IRA. If the Custodian is required to comply with Regulations section (e), and fails to do so, or is not keeping the records, making the returns or sending the statements as are required by forms or Regulations, the IRS may, after notifying Depositor, require Depositor to substitute another trustee or custodian. The Custodian may establish a policy requiring distribution of the entire balance of the Roth IRA to Depositor in cash or property if the balance of the Roth IRA drops below the minimum balance required under the applicable investment or policy established Successor Custodian: If the Custodian changes its name, reorganizes, merges with another organization (or comes under the control of any federal or state agency), or if the Custodian (or any portion which includes the Roth IRA) is bought by another organization, that organization (or agency) shall automatically become the trustee or custodian of the Roth IRA, but only if it is the type of organization authorized to serve as a Roth IRA trustee or custodian Reports: The Service Provider shall furnish to Depositor, at least annually, a written report or reports reflecting the transactions during such period and the assets of the Custodial Account as of the close of that period. Reports may be provided more frequently than annually at the discretion of the Custodian and Service Provider. The Custodian and Service Provider shall be forever released and discharged from all liability and accountability to anyone with respect to transactions shown (or not shown) on a report upon the expiration of 30 days after such report is sent to Depositor (or his/her beneficiaries) unless Depositor (or his/her beneficiaries) shall have filed a written objection of the contents of such report with the Custodian or Service Provider within such 30 day period. In the discretion of the Custodian, records maintained by the Service Provider with respect to the Custodial Account hereunder will be deemed to satisfy the Custodian's recordkeeping responsibilities therefor Amendments: The Custodian has the right to amend this Agreement at any time. Any amendment the Custodian makes to comply with the Code and related Regulations does not require Depositor s consent. Depositor will be deemed to have consented to any other amendment unless, within 30 days from the date the Custodian mails the amendment, Depositor notifies the Custodian in writing that he/she does not consent Withdrawals or Transfers: All requests for withdrawal or transfer shall be in writing on a form provided by or acceptable to the Custodian and Service Provider. The method of distribution must be specified in writing. The tax identification number of the recipient must be provided before the Custodian or Service Provider is obligated to make a distribution. Withdrawals shall be subject to all applicable tax and other laws and regulations, including possible early withdrawal penalties or surrender charges and withholding requirements. Depositor is not required to take a distribution from the Roth IRA at age 70 1/2. At Depositor s death, however, Depositor s beneficiary(ies) must begin taking distributions in accordance with Article V and Section 9.07 of this Agreement. The Custodian and Service Provider will make no distributions to Depositor or beneficiary(ies) from the Roth IRA until Depositor or beneficiary(ies) provide Service Provider with a written request for a distribution on a form provided by or acceptable to the Custodian and Service Provider Transfers from Other Plans: The Custodian can receive amounts transferred to this Roth IRA from the custodian or trustee of another Roth IRA as permitted by the Code. The Custodian reserves the right not to accept any transfer. The Custodian and Service Provider shall not be liable for the acts or omissions of any prior custodian or trustee Liquidation of Assets: The Custodian and Service Provider have the right to liquidate assets in the Depositor s Roth IRA if necessary to make distributions or to pay fees, expenses, taxes, penalties or surrender charges properly chargeable against the Roth IRA. If Depositor fails to direct the Custodian or Service Provider as to which assets to liquidate, the Custodian and Service Provider will decide, in their complete and sole discretion, and Depositor agrees not to hold the Custodian and Service Provider liable for any adverse consequences that result from this decision. Ascensus, Inc., Brainerd, MN FENRAP (FULL) 03/23/15 Page 14 of 24

15 9.14 Restrictions on the Fund: Neither Depositor nor any beneficiary may sell, transfer or pledge any interest in the Roth IRA in any manner whatsoever, except as provided by law or this Agreement. The assets in the Roth IRA shall not be responsible for the debts, contracts or torts of any person entitled to distributions under this Agreement Community Property: If the Depositor is married and lives in a community or marital property state or the Depositor accumulated Roth IRA assets while living in a community or marital property state, the Roth IRA assets may be subject to community or marital property rules. It is the responsibility of the Depositor to determine whether spousal consent is required, and if required, it is the responsibility of the Depositor to obtain spousal consent that will constitute an effective waiver of community or marital property rights in the Depositor's state What law Applies: This Agreement is subject to all applicable federal and state laws and regulations. If it is necessary to apply any state law to interpret and administer this Agreement, the laws of the State of Colorado shall govern. If any part of this Agreement is held to be illegal or invalid, the remaining parts shall not be affected. Neither the Depositor s nor the Custodian s failure to enforce at any time or for any period of time any of the provisions of this Agreement shall be construed as a waiver of such provisions, or the Depositor s right or Custodian s right thereafter to enforce each and every such provision. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form Form 5305-RA is a model custodial account agreement that meets the requirements of section 408A and has been pre-approved by the IRS. A Roth Individual Retirement Account (Roth IRA) is established after the form is fully executed by both the individual (Depositor) and the Custodian. This account must be created in the United States for the exclusive benefit of the Depositor and his or her beneficiaries. Do not file Form 5305-RA with the IRS. Instead, keep it with your records. Unlike contributions to Traditional individual retirement arrangements, contributions to a Roth IRA are not deductible from the Depositor's gross income; and distributions after 5 years that are made when the Depositor is 59 1/2 years of age or older or on account of death, disability, or the purchase of a home by a first-time homebuyer (limited to $10,000), are not includible in gross income. For more information on Roth IRAs, including the required disclosures the Custodian must give the Depositor, see Pub. 590, Individual Retirement Arrangements (IRAs). Definitions IRA Conversion Contributions. IRA Conversion Contributions are amounts rolled over, transferred, or considered transferred from a nonroth IRA to a Roth IRA. A nonroth IRA is an individual retirement account or annuity described in section 408(a) or 408(b), other than a Roth IRA. Custodian. The custodian must be a bank or savings and loan association, as defined in section 408(n), or any person who has the approval of the IRS to act as custodian. Depositor. The depositor is the person who establishes the custodial account. Specific Instructions Article I. The Depositor may be subject to a 6 % tax on excess contributions if (1) contributions to other individual retirement arrangements of the Depositor have been made for the same tax year, (2) the Depositor's adjusted gross income exceeds the applicable limits in Article II for the tax year, or (3) the Depositor's and spouse's compensation is less than the amount contributed by or on behalf of them for the tax year. The Depositor should see the Disclosure Statement or Pub. 590 for more information. Article V. This article describes how distributions will be made from the Roth IRA after the Depositor's death. Elections made pursuant to this article should be reviewed periodically to ensure they correspond to the Depositor's intent. Under paragraph 3 of Article V, the Depositor's spouse is treated as the owner of the Roth IRA upon the death of the Depositor, rather than as the beneficiary. If the spouse is to be treated as the beneficiary, and not the owner, an overriding provision should be added to Article IX. Article IX. Article IX and any that follow it may incorporate additional provisions that are agreed to by the Depositor and Custodian to complete the agreement. They may include, for example, definitions, investment powers, voting rights, exculpatory provisions, amendment and termination, removal of the Custodian, Custodian's fees, state law requirements, beginning date of distributions, accepting only cash, treatment of excess contributions, prohibited transactions with the Depositor, etc. Attach additional pages if necessary. Ascensus, Inc., Brainerd, MN FENRAP (FULL) 03/23/15 Page 15 of 24

16 DISCLOSURE STATEMENT RIGHT TO REVOKE YOUR ROTH IRA You have the right to revoke your Roth IRA within seven days of the receipt of the disclosure statement. If revoked, you are entitled to a full return of the contribution you made to your Roth IRA. The amount returned to you would not include an adjustment for such items as sales commissions, administrative expenses, or fluctuation in market value. You may make this revocation only by mailing or delivering a written notice to the custodian at the address listed on the application. If you send your notice by first class mail, your revocation will be deemed mailed as of the postmark date. If you have any questions about the procedure for revoking your Roth IRA, please call the custodian at the telephone number listed on the application. REQUIREMENTS OF A ROTH IRA A. Cash Contributions Your contribution must be in cash, unless it is a rollover or conversion contribution. B. Maximum Contribution The total amount you may contribute to a Roth IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $5,500 for 2014 and 2015, with possible cost-of-living adjustments each year thereafter. If you also maintain a Traditional IRA (i.e., an IRA subject to the limits of Internal Revenue Code Sections (IRC Secs.) 408(a) or 408(b)), the maximum contribution to your Roth IRAs is reduced by any contributions you make to your Traditional IRAs. Your total annual contribution to all Roth IRAs and Traditional IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation. Your Roth IRA contribution is further limited if your modified adjusted gross income (MAGI) equals or exceeds $181,000 (for 2014) or $183,000 (for 2015) if you are a married individual filing a joint income tax return, or equals or exceeds $114,000 (for 2014) or $116,000 (for 2015) if you are a single individual. Married individuals filing a joint income tax return with MAGI equaling or exceeding $191,000 (for 2014) or $193,000 (for 2015) may not fund a Roth IRA. Single individuals with MAGI equaling or exceeding $129,000 (for 2014) or $131,000 (for 2015) may not fund a Roth IRA. Married individuals filing a separate income tax return with MAGI equaling or exceeding $10,000 may not fund a Roth IRA. The MAGI limits described above are subject to cost-of-living increases for tax years beginning after If you are married filing a joint income tax return and your MAGI is between the applicable MAGI phase-out range for the year, your maximum Roth IRA contribution is determined as follows. (1) Begin with the appropriate MAGI phase-out maximum for the applicable year and subtract your MAGI; (2) divide this total by the difference between the phase-out range maximum and minimum; and (3) multiply this number by the maximum allowable contribution for the applicable year, including catch-up contributions if you are age 50 or older. For example, if you are age 30 with MAGI of $188,000, your maximum Roth IRA contribution for 2015 is $2,750 ([$193,000 minus $188,000] divided by $10,000 and multiplied by $5,500). If you are single and your MAGI is between the applicable MAGI phaseout for the year, your maximum Roth IRA contribution is determined as follows. (1) Begin with the appropriate MAGI phase-out maximum for the applicable year and subtract your MAGI; (2) divide this total by the difference between the phase-out range maximum and minimum; and (3) multiply this number by the maximum allowable contribution for the applicable year, including catch-up contributions if you are age 50 or older. For example, if you are age 30 with MAGI of $119,000, your maximum Roth IRA contribution for 2015 is $4,400 ([$131,000 minus $119,000] divided by $15,000 and multiplied by $5,500). C. Contribution Eligibility You are eligible to make a regular contribution to your Roth IRA, regardless of your age, if you have compensation and your MAGI is below the maximum threshold. Your Roth IRA contribution is not limited by your participation in an employer-sponsored retirement plan, other than a Traditional IRA. D. Catch-Up Contributions If you are age 50 or older by the close of the taxable year, you may make an additional contribution to your Roth IRA. The maximum additional contribution is $1,000 per year. E. Nonforfeitability Your interest in your Roth IRA is nonforfeitable. F. Eligible Custodians The custodian of your Roth IRA must be a bank, savings and loan association, credit union, or a person or entity approved by the Secretary of the Treasury. G. Commingling Assets The assets of your Roth IRA cannot be commingled with other property except in a common trust fund or common investment fund. H. Life Insurance No portion of your Roth IRA may be invested in life insurance contracts. I. Collectibles You may not invest the assets of your Roth IRA in collectibles (within the meaning of IRC Sec. 408(m)). A collectible is defined as any work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible personal property specified by the Internal Revenue Service (IRS). However, specially minted United States gold and silver coins, and certain state-issued coins are permissible investments. Platinum coins and certain gold, silver, platinum, or palladium bullion (as described in IRC Sec. 408(m)(3)) are also permitted as Roth IRA investments. J. Beneficiary Payouts Your designated beneficiary is determined based on the beneficiaries designated as of the date of your death, who remain your beneficiaries as of September 30 of the year following the year of your death. The entire amount remaining in your account will, at the election of your designated beneficiaries, either 1. be distributed by December 31 of the year containing the fifth anniversary of your death, or 2. be distributed over the remaining life expectancy of your designated beneficiaries. If your spouse is your sole designated beneficiary, he or she must elect either option (1) or (2) by the earlier of December 31 of the year containing the fifth anniversary of your death, or December 31 of the year life expectancy payments would be required to begin. Your designated beneficiaries, other than a spouse who is the sole designated beneficiary, must elect either option (1) or (2) by December 31 of the year following the year of your death. If no election is made, distribution will be calculated in accordance with option (2). In the case of distributions under option (2), distributions must commence by December 31 of the year following the year of your death. Generally, if your spouse is the designated beneficiary, distributions need not commence until December 31 of the year you would have attained age 70½, if later. If a beneficiary other than a person or qualified trust as defined in the Treasury Regulations is named, you will be treated as having no designated beneficiary of your Roth IRA for purposes of determining the distribution period. If there is no designated beneficiary of your Roth IRA, the entire Roth IRA must be distributed by December 31 of the year containing the fifth anniversary of your death (Rev. 10/2014) 2014 Ascensus, Inc. FENRAP (FULL) 03/23/15 Page 16 of 24

17 A spouse who is the sole designated beneficiary of your entire Roth IRA will be deemed to elect to treat your Roth IRA as his or her own by either (1) making contributions to your Roth IRA or (2) failing to timely remove a required minimum distribution from your Roth IRA. Regardless of whether or not the spouse is the sole designated beneficiary of your Roth IRA, a spouse beneficiary may roll over his or her share of the assets to his or her own Roth IRA. If we so choose, for any reason (e.g., due to limitations of our charter or bylaws), we may require that a beneficiary of a deceased Roth IRA owner take total distribution of all Roth IRA assets by December 31 of the year following the year of death. If your beneficiary fails to remove a required minimum distribution after your death, an additional penalty tax of 50 percent is imposed on the amount of the required minimum distribution that should have been taken but was not. Your beneficiary must file IRS Form 5329 along with his or her income tax return to report and remit any additional taxes to the IRS. INCOME TAX CONSEQUENCES OF ESTABLISHING A ROTH IRA A. Contributions Not Deducted No deduction is allowed for Roth IRA contributions, including transfers, rollovers, and conversion contributions. B. Contribution Deadline The deadline for making a Roth IRA contribution is your tax return due date (not including extensions). You may designate a contribution as a contribution for the preceding taxable year in a manner acceptable to us. For example, if you are a calendar-year taxpayer and you make your Roth IRA contribution on or before your tax filing deadline, your contribution is considered to have been made for the previous tax year if you designate it as such. If you are a member of the Armed Forces serving in a combat zone, hazardous duty area, or contingency operation, you may have an extended contribution deadline of 180 days after the last day served in the area. In addition, your contribution deadline for a particular tax year is also extended by the number of days that remained to file that year s tax return as of the date you entered the combat zone. This additional extension to make your Roth IRA contribution cannot exceed the number of days between January 1 and your tax filing deadline, not including extensions. C. Tax Credit for Contributions You may be eligible to receive a tax credit for your Roth IRA contributions. This credit may not exceed $1,000 in a given year. You may be eligible for this tax credit if you are age 18 or older as of the close of the taxable year, not a dependent of another taxpayer, and not a full-time student. The credit is based upon your income (see chart below), and will range from 0 to 50 percent of eligible contributions. In order to determine the amount of your contributions, add all of the contributions made to your Roth IRA and reduce these contributions by any distributions that you have taken during the testing period. The testing period begins two years prior to the year for that the credit is sought and ends on the tax return due date (including extensions) for the year for that the credit is sought. In order to determine your tax credit, multiply the applicable percentage from the chart below by the amount of your contributions that do not exceed $2,000. Joint Return $1 36,500 $36,501 39,500 $39,501 61,000 Over $61, Adjusted Gross Income* Head of a Household $1 27,375 $27,376 29,625 $29,626 45,750 Over $45,750 All Other Cases $1 18,250 $18,251 19,750 $19,751 30,500 Over $30,500 Applicable Percentage *Adjusted gross income (AGI) includes foreign earned income and income from Guam, America Samoa, North Mariana Islands, and Puerto Rico. AGI limits are subject to cost-of-living adjustments each year. D. Excess Contributions An excess contribution is any amount that is contributed to your Roth IRA that exceeds the amount that you are eligible to contribute. If the excess is not corrected timely, an additional penalty tax of six percent will be imposed upon the excess amount. The procedure for correcting an excess is determined by the timeliness of the correction as identified below. 1. Removal Before Your Tax Filing Deadline. An excess contribution may be corrected by withdrawing the excess amount, along with the earnings attributable to the excess, before your tax filing deadline, including extensions, for the year for which the excess contribution was made. An excess withdrawn under this method is not taxable to you, but you must include the earnings attributable to the excess in your taxable income in the year in which the contribution was made. The six percent excess contribution penalty tax will be avoided. 2. Removal After Your Tax Filing Deadline. If you are correcting an excess contribution after your tax filing deadline, including extensions, remove only the amount of the excess contribution. The six percent excess contribution penalty tax will be imposed on the excess contribution for each year it remains in the Roth IRA. An excess withdrawal under this method is not taxable to you. 3. Carry Forward to a Subsequent Year. If you do not withdraw the excess contribution, you may carry forward the contribution for a subsequent tax year. To do so, you under-contribute for that tax year and carry the excess contribution amount forward to that year on your tax return. The six percent excess contribution penalty tax will be imposed on the excess amount for each year that it remains as an excess contribution at the end of the year. You must file IRS Form 5329 along with your income tax return to report and remit any additional taxes to the IRS. E. Tax-Deferred Earnings The investment earnings of your Roth IRA are not subject to federal income tax as they accumulate in your Roth IRA. In addition, distributions of your Roth IRA earnings will be free from federal income tax if you take a qualified distribution, as described below. F. Taxation of Distributions The taxation of Roth IRA distributions depends on whether the distribution is a qualified distribution or a nonqualified distribution. 1. Qualified Distributions. Qualified distributions from your Roth IRA (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution that is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any Roth IRA (including a conversion from a Traditional IRA), and is made on account of one of the following events Attainment of age 59½ Disability First-time homebuyer purchase Death 6100 (Rev. 10/2014) 2014 Ascensus, Inc. FENRAP (FULL) 03/23/15 Page 17 of 24

18 For example, if you made a contribution to your Roth IRA for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, Nonqualified Distributions. If you do not meet the requirements for a qualified distribution, any earnings you withdraw from your Roth IRA will be included in your gross income and, if you are under age 59½, may be subject to an early distribution penalty tax. However, when you take a distribution, the amounts you contributed annually to any Roth IRA and any military death gratuity or Servicemembers Group Life Insurance (SGLI) payments that you rolled over to a Roth IRA, will be deemed to be removed first, followed by conversion and employer-sponsored retirement plan rollover contributions made to any Roth IRA on a first-in, firstout basis. Therefore, your nonqualified distributions will not be taxable to you until your withdrawals exceed the amount of your annual contributions, rollovers of your military death gratuity or SGLI payments, and your conversions and employer-sponsored retirement plan rollovers. G. Income Tax Withholding Any nonqualified withdrawal of earnings from your Roth IRA may be subject to federal income tax withholding. You may, however, elect not to have withholding apply to your Roth IRA withdrawal. If withholding is applied to your withdrawal, not less than 10 percent of the amount withdrawn must be withheld. H. Early Distribution Penalty Tax If you are under age 59½ and receive a nonqualified Roth IRA distribution, an additional early distribution penalty tax of 10 percent generally will apply to the amount includible in income in the year of the distribution. If you are under age 59½ and receive a distribution of conversion amounts or employer-sponsored retirement plan rollover amounts within the five-year period beginning with the year in which the conversion or employer-sponsored retirement plan rollover occurred, an additional early distribution penalty tax of 10 percent generally will apply to the amount of the distribution. The additional early distribution penalty tax of 10 percent generally will not apply if one of the following exceptions apply. 1) Death. After your death, payments made to your beneficiary are not subject to the 10 percent early distribution penalty tax. 2) Disability. If you are disabled at the time of distribution, you are not subject to the additional 10 percent early distribution penalty tax. In order to be disabled, a physician must determine that your impairment can be expected to result in death or to be of long, continued, and indefinite duration. 3) Substantially equal periodic payments. You are not subject to the additional 10 percent early distribution penalty tax if you are taking a series of substantially equal periodic payments (at least annual payments) over your life expectancy or the joint life expectancy of you and your beneficiary. You must continue these payments for the longer of five years or until you reach age 59½. 4) Unreimbursed medical expenses. If you take payments to pay for unreimbursed medical expenses exceeding 10 percent of your adjusted gross income, you will not be subject to the 10 percent early distribution penalty tax. The medical expenses may be for you, your spouse, or any dependent listed on your tax return. 5) Health insurance premiums. If you are unemployed and have received unemployment compensation for 12 consecutive weeks under a federal or state program, you may take payments from your Roth IRA to pay for health insurance premiums without incurring the 10 percent early distribution penalty tax. 6) Higher education expenses. Payments taken for certain qualified higher education expenses for you, your spouse, or the children or grandchildren of you or your spouse, will not be subject to the 10 percent early distribution penalty tax. 7) First-time homebuyer. You may take payments from your Roth IRA to use toward qualified acquisition costs of buying or building a principle residence. The amount you may take for this reason may not exceed a lifetime maximum of $10,000. The payment must be FENRAP (FULL) 03/23/15 Page 18 of 24 used for qualified acquisition costs within 120 days of receiving the distribution. 8) IRS levy. Payments from your Roth IRA made to the U.S. government in response to a federal tax levy are not subject to the 10 percent early distribution penalty tax. 9) Qualified reservist distributions. If you are a qualified reservist member called to active duty for more than 179 days or an indefinite period, the payments you take from your Roth IRA during the active duty period are not subject to the 10 percent early distribution penalty tax. You must file IRS Form 5329 along with your income tax return to the IRS to report and remit any additional taxes or to claim a penalty tax exception. I. Required Minimum Distributions You are not required to take distributions from your Roth IRA at age 70½ (as required for Traditional and savings incentive match plan for employees of small employers (SIMPLE) IRAs). However, your beneficiaries generally are required to take distributions from your Roth IRA after your death. See the section titled Beneficiary Payouts in this disclosure statement regarding beneficiaries required minimum distributions. J. Rollovers and Conversions Your Roth IRA may be rolled over to another Roth IRA of yours, may receive rollover contributions, or may receive conversion contributions, provided that all of the applicable rollover or conversion rules are followed. Rollover is a term used to describe a movement of cash or other property to your Roth IRA from another Roth IRA, or from your employer s qualified retirement plan, 403(a) annuity, 403(b) tax-sheltered annuity, 457(b) eligible governmental deferred compensation plan, or federal Thrift Savings Plan. Conversion is a term used to describe the movement of Traditional IRA or SIMPLE IRA assets to a Roth IRA. A conversion generally is a taxable event. The general rollover and conversion rules are summarized below. These transactions are often complex. If you have any questions regarding a rollover or conversion, please see a competent tax advisor. 1. Roth IRA-to-Roth IRA Rollovers. Assets distributed from your Roth IRA may be rolled over to the same Roth IRA or another Roth IRA of yours if the requirements of IRC Sec. 408(d)(3) are met. A proper Roth IRA-to-Roth IRA rollover is completed if all or part of the distribution is rolled over not later than 60 days after the distribution is received. In the case of a distribution for a first-time homebuyer where there was a delay or cancellation of the purchase, the 60-day rollover period may be extended to 120 days. Roth IRA assets may not be rolled over to other types of IRAs (e.g., Traditional IRA, SIMPLE IRA), or employer-sponsored retirement plans. Effective for distributions taken on or after January 1, 2015, you are permitted to roll over only one distribution from an IRA (Traditional, Roth, or SIMPLE) in a 12-month period, regardless of the number of IRAs you own. A distribution may be rolled over to the same IRA or to another IRA that is eligible to receive the rollover. For more information on rollover limitations, you may wish to obtain IRS Publication 590, Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at 2. Traditional IRA to Roth IRA Conversions. If you convert to a Roth IRA, the amount of the conversion from your Traditional IRA to your Roth IRA will be treated as a distribution for income tax purposes, and is includible in your gross income (except for any nondeductible contributions). Although the conversion amount generally is included in income, the 10 percent early distribution penalty tax will not apply to conversions from a Traditional IRA to a Roth IRA, regardless of whether you qualify for any exceptions to the 10 percent early distribution penalty tax. If you are age 70½ or older, you must remove your required minimum distribution before converting your Traditional IRA (Rev. 10/2014) 2014 Ascensus, Inc.

19 3. SIMPLE IRA to Roth IRA Conversions. You are eligible to convert all or any portion of your existing SIMPLE IRA into your Roth IRA, provided two years have passed since you first participated in a SIMPLE IRA plan sponsored by your employer. The amount of the conversion from your SIMPLE IRA to your Roth IRA will be treated as a distribution for income tax purposes and is includible in your gross income. Although the conversion amount generally is included in income, the 10 percent early distribution penalty tax will not apply to conversions from a SIMPLE IRA to a Roth IRA, regardless of whether you qualify for any exceptions to the 10 percent early distribution penalty tax. If you are age 70½ or older you must remove your required minimum distribution before converting your SIMPLE IRA. 4. Rollovers of Roth Elective Deferrals. Roth elective deferrals distributed from a 401(k) cash or deferred arrangement, 403(b) tax-sheltered annuity, 457(b) eligible governmental deferred compensation plan, or federal Thrift Savings Plan, may be rolled into your Roth IRA. 5. Employer-Sponsored Retirement Plan to Roth IRA Rollovers. Assets distributed from your qualified retirement plan, 403(a) annuity, 403(b) tax-sheltered annuity, 457(b) eligible governmental deferred compensation plan, or federal Thrift Savings Plan may be rolled over to your Roth IRA. If you are a spouse, nonspouse, or qualified trust beneficiary who has inherited a qualified retirement plan, 403(a) annuity, 403(b) tax-sheltered annuity, or 457(b) eligible governmental deferred compensation plan, you may be eligible to directly roll over the assets to an inherited Roth IRA. The inherited Roth IRA is subject to the beneficiary distribution requirements. Although the rollover amount generally is included in income, the 10 percent early distribution penalty tax will not apply to rollovers from eligible employer-sponsored retirement plans to a Roth IRA or inherited Roth IRA, regardless of whether you qualify for any exceptions to the 10 percent early distribution penalty tax. 6. Beneficiary Rollovers From 401(k), 403(b), or 457(b) Eligible Governmental Plans Containing Roth Elective Deferrals. If you are a spouse, nonspouse, or qualified trust beneficiary of a deceased 401(k), 403(b), or 457(b) eligible governmental deferred compensation plan participant who had made Roth elective deferrals to the plan, you may directly roll over the Roth elective deferrals and their earnings to an inherited Roth IRA. The Roth IRA must be maintained as an inherited Roth IRA, subject to the beneficiary distribution requirements. 7. Rollovers of Military Death Benefits. If you receive or have received a military death gratuity or a payment from the SGLI program, you may be able to roll over the proceeds to your Roth IRA. The rollover contribution amount is limited to the sum of the death benefits or SGLI payment received, less any such amount that was rolled over to a Coverdell education savings account. Proceeds must be rolled over within one year of receipt of the gratuity or SGLI payment for deaths occurring on or after June 17, Any amount that is rolled over under this provision is considered nontaxable basis in your Roth IRA. 8. Qualified HSA Funding Distribution. If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free qualified HSA funding distribution from your Roth IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans. 9. Rollovers of Settlement Payments From Bankrupt Airlines. If you are a qualified airline employee who has received an airline settlement payment from a commercial airline carrier under the approval of an order of a federal bankruptcy court in a case filed after September 11, 2001, and before January 1, 2007, you are allowed to roll over any portion of the proceeds into your Roth IRA by the later of 180 days after receipt of such amount, or June 21, To obtain more information on this type of rollover, you may wish to visit the IRS website at Rollovers of Exxon Valdez Settlement Payments. If you receive a qualified settlement payment from Exxon Valdez litigation, you may roll over the amount of the settlement, up to $100,000, reduced by the amount of any qualified Exxon Valdez settlement income previously contributed to a Traditional or Roth IRA or eligible retirement plan in prior taxable years. You will have until your tax return due date (not including extensions) for the year in which the qualified settlement income is received to make the rollover contribution. To obtain more information on this type of rollover, you may wish to visit the IRS website at Written Election. At the time you make a rollover or conversion to a Roth IRA, you must designate in writing to the custodian your election to treat that contribution as a rollover or conversion. Once made, the election is irrevocable. K. Transfer Due to Divorce If all or any part of your Roth IRA is awarded to your spouse or former spouse in a divorce or legal separation proceeding, the amount so awarded will be treated as the spouse s Roth IRA (and may be transferred pursuant to a courtapproved divorce decree or written legal separation agreement to another Roth IRA of your spouse), and will not be considered a taxable distribution to you. A transfer is a tax-free direct movement of cash and/or property from one Roth IRA to another. L. Recharacterizations If you make a contribution to a Traditional IRA and later recharacterize either all or a portion of the original contribution to a Roth IRA along with net income attributable, you may elect to treat the original contribution as having been made to the Roth IRA. The same methodology applies when recharacterizing a contribution from a Roth IRA to a Traditional IRA. If you have converted from a Traditional IRA to a Roth IRA you may recharacterize the conversion along with net income attributable back to a Traditional IRA. If you have rolled over an eligible employersponsored retirement plan to a Roth IRA, you may recharacterize the rollover amount along with net income attributable to a Traditional IRA. The deadline for completing a recharacterization is your tax filing deadline (including any extensions) for the year for which the original contribution was made or conversion or rollover completed. LIMITATIONS AND RESTRICTIONS A. Spousal Roth IRA If you are married and have compensation, you may contribute to a Roth IRA established for the benefit of your spouse, regardless of whether or not your spouse has compensation. You must file a joint income tax return for the year for which the contribution is made. The amount you may contribute to your Roth IRA and your spouse s Roth IRA is the lesser of 100 percent of your combined eligible compensation or $11,000 for 2014 and This amount may be increased with cost-of-living adjustments each year. However, you may not contribute more than the individual contribution limit to each Roth IRA. Your contribution may be further limited if your MAGI falls within the minimum and maximum thresholds. If your spouse is age 50 or older by the close of the taxable year, and is otherwise eligible, you may make an additional contribution to your spouse s Roth IRA. The maximum additional contribution is $1,000 per year (Rev. 10/2014) 2014 Ascensus, Inc. FENRAP (FULL) 03/23/15 Page 19 of 24

20 B. Gift Tax Transfers of your Roth IRA assets to a beneficiary made during your life and at your request may be subject to federal gift tax under IRC Sec C. Special Tax Treatment Capital gains treatment and 10-year income averaging authorized by IRC Sec. 402 do not apply to Roth IRA distributions. D. Prohibited Transactions If you or your beneficiary engage in a prohibited transaction with your Roth IRA, as described in IRC Sec. 4975, your Roth IRA will lose its tax-deferred or tax-exempt status, and you generally must include the value of the earnings in your account in your gross income for that taxable year. The following transactions are examples of prohibited transactions with your Roth IRA. (1) Taking a loan from your Roth IRA (2) Buying property for personal use (present or future) with Roth IRA assets (3) Receiving certain bonuses or premiums because of your Roth IRA. E. Pledging If you pledge any portion of your Roth IRA as collateral for a loan, the amount so pledged will be treated as a distribution and may be included in your gross income for that year. F. Disaster Related Relief If you qualify (for example, you sustained an economic loss due to, or are otherwise considered affected by, certain IRS designated disasters), you may be eligible for favorable tax treatment on distributions, rollovers, and other transactions involving your Roth IRA. Qualified disaster relief may include penalty-tax free early distributions made during specified timeframes for each disaster, the ability to include distributions in your gross income ratably over multiple years, the ability to roll over distributions to an eligible retirement plan without regard to the 60-day rollover rule, and more. For additional information on specific disasters, including a complete listing of disaster areas, qualification requirements for relief, and allowable disaster-related Roth IRA transactions, you may wish to obtain IRS Publication 590, Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at OTHER A. IRS Plan Approval The agreement used to establish this Roth IRA has been approved by the IRS. The IRS approval is a determination only as to form. It is not an endorsement of the plan in operation or of the investments offered. B. Additional Information For further information on Roth IRAs, you may wish to obtain IRS Publication 590, Individual Retirement Arrangements (IRAs), by calling TAX-FORM, or by visiting on the Internet. C. Important Information About Procedures for Opening a New Account To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial organizations to obtain, verify, and record information that identifies each person who opens an account. Therefore, when you open a Roth IRA, you are required to provide your name, residential address, date of birth, and identification number. We may require other information that will allow us to identify you. D. Qualified Reservist Distributions If you are an eligible qualified reservist who has taken penalty-free qualified reservist distributions from your Roth IRA or retirement plan, you may recontribute those amounts to a Roth IRA generally within a two-year period from your date of return. E. Qualified Charitable Distributions If you are age 70½ or older, you may take tax-free Roth IRA distributions of up to $100,000 per year and have these distributions paid directly to certain charitable organizations. Special tax rules may apply. This provision applies to distributions during tax years 2012 and 2013 and may apply to subsequent years if extended by Congress. For further detailed information and effective dates you may wish to obtain IRS Publication 590, Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at (Rev. 10/2014) 2014 Ascensus, Inc. FENRAP (FULL) 03/23/15 Page 20 of 24

21 The Great-West Family of Companies Great-West Life & Annuity Insurance Company The Great-West Life Assurance Company (US operations) Great-West Life & Annuity Insurance Company of New York Great-West Financial Retirement Plan Services, LLC Advised Assets Group, LLC GWFS Equities, Inc. ǂ The Canada Life Assurance Company (US operations) Emjay Corporation Empower Retirement ǂǂ FASCore, LLC Great-West Life & Annuity Insurance Company of South Carolina Great-West Capital Management, LLC Great-West Funds, Inc. Great-West Trust Company, LLC Westkin Properties Ltd. ǂ GWFS Equities, Inc. is a Member of the Securities Investor Protection Corporation ( SIPC ). You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC: Securities Investor Protection Corporation th Street, N.W. Suite 800 Washington, D.C [email protected] Tel: (202) Information about SIPC is also available at ǂǂEmpower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York, and their subsidiaries and affiliates. Revised 03/2015 (standard + CA) The Great-West Family of Companies protects your privacy. We have strict policies to keep your nonpublic personal information private. We may share it with affiliates and third parties that we do business with, and in other ways permitted by law. Information We Collect. We collect and store information. It comes from forms that you complete, from business you have conducted with us and other parties we do business with and from consumer and insurance reporting companies. Unaffiliated third parties cannot and do not collect personally identifiable information about your online activities from Company websites or services. Security of Your Information. We have physical, administrative, and technical safeguards in place to protect your privacy. Access to Information. The only employees who have access to your records are those who need it for business reasons. Our Information Sharing Practices. We limit the information we share and the parties we share it with. We share your information to help you do business with us. What we share depends on the types of products or services you request. As we are only permitted to share your information in ways described in this notice, the Great-West Family of Companies do not respond to do not track signals or similar digital privacy mechanisms. For example, we may share information: from business forms that you complete (such as your name, address, SSN, plan or ID number, assets and income from your application) about your business with us, or others (such as your policy or contract coverage and benefits and payment history) about your relationship with us (such as the products or services you purchased) from your employer, benefit plan sponsor, or group product (such as your name, address, SSN, plan or ID number and age) from consumer and insurance reporting organizations (such as your credit, financial or health history; please note, these organizations may retain information provided to us and disclose it to others) from other third parties (such as health and demographic information) from visitors to our websites (such as information you provide online by completing forms, site visit data and cookies ) Sharing of Health Information. We won t share your health information, unless such sharing is permitted or required by law. For a description of how we share your health information, please contact our Privacy Officer at the address noted below. Sharing Information with Other Parties. You may permit us to share your information with other parties. Your information may be shared without your consent with our affiliates and other third parties if permitted by law. We do not share your information for any purpose that requires an opt-in or opt-out. Our affiliates are listed and include, but are not limited to, our broker- dealers and our trust company. Your information may be shared to serve you better or to make it easier for you to do business with us. We may also share your information with vendors and financial institutions. Vendors perform services for us such as processing transactions. Financial institutions such as banks have marketing agreements with us. We have agreements with these parties requiring them to protect the privacy of your information. They are not allowed to use the information other than as specified or permitted by law. FENRAP (FULL) 03/23/15 Page 21 of 24

22 Other disclosures that may be made without your consent include: To detect or prevent fraud & other criminal activity; To a medical professional for eligibility or audit purposes; In response to a question from a government agency; For purposes otherwise permitted or required by law; In response to a subpoena or court order; To a group policy holder to report claims experience or for an audit; In connection with a sale or merger of all or part of our business; To a government agency to determine your eligibility for benefits they may have to pay for; To a peer review committee to evaluate a medical professional; To a certificate holder or policyholder to provide information about the status of a transaction. Our Treatment of Information about Former Customers. If our relationship ends, we will not share your information with third parties except as the law requires or permits. Access to Information. You may access your information by submitting a written request that describes the information. We will respond within 30 business days or as required by state law. Our response will explain the nature and substance of the information on record. We will identify, if recorded, the parties we shared your information with over the last 2 years. Right to Correct, Amend or Delete Information. You may submit a written request to us to correct, amend or delete any information in our records. We will respond to your request within 30 business days or as required by state law. If we agree to your request, we will notify you in writing. We will provide the corrected information to any person you identify that has received the information in the last 2 years and to any insurance reporting organization we may have provided the information to over the last 7 years. If we refuse your request, we will explain why and you will have the right to file a statement of disagreement. We reserve the right to revise this policy as needed. If changes are made, we ll send you a revised notice and post the new policy on the website. Privacy Officer Great-West Life & Annuity Insurance Company 8525 East Orchard Road Greenwood Village, CO FENRAP (FULL) 03/23/15 Page 22 of 24

23 Business Continuity Plans GWFS Equities, Inc., a subsidiary of Great-West Life & Annuity Insurance Company and affiliate of Great-West Life & Annuity Insurance Company of New York* ( the Company ), maintains a comprehensive business continuity plan designed to respond reasonably and effectively to events that lead to significant business disruption, such as natural disasters, power outages, or other events of varying scope. This plan defines critical functions and systems, alternate work locations, vital books and records, and staff resources, and provides for the continuation of business operations with minimal impact, depending on the severity and scope of the disruption. The plan is reviewed and tested no less than once annually to ensure that the information in the plan is kept current and that documented recovery and continuity strategies adequately support its business operations. Of utmost importance to the plan is the ability for customers to maintain access to securities accounts and assets in those accounts. In the event that one of the Call Centers or back office operation facilities becomes unavailable for any reason, calls would be re-routed to one of the firm s alternative call center or operations facilities. In the event of a significant business disruption to the primary office and/or data center, access to customer accounts will be provided via the Company s Web site and voice response system, operated from an alternative data center. Customer Service will continue to be provided by re-routing telephone calls to a Call Center located in one or more alternative sites located outside of the region. While no contingency plan can eliminate the risk of business interruption, or prevent temporary delays with account access, the firm s continuity plan is intended to mitigate all reasonable risk and resume critical business operations within 24 hours or the next business day, whichever is later. * Record keeping and administrative services are provided by Great-West Life & Annuity Insurance Company, and in New York, Great-West Life & Annuity Insurance Company of New York, or one of its subsidiaries or affiliates. Securities offered in your account may be offered through another broker/dealer firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great-West Life & Annuity Insurance Company. Please contact your investment provider for more information if needed. This disclosure is subject to modification at any time. The most current version of this disclosure can be found on the Web site or can be obtained by requesting a written copy by mail. BCP - GWFS Customer Notice (Ed. Sept. 2012) FENRAP (FULL) 03/23/15 Page 23 of 24

24 FINRA Investor Education and BrokerCheck Notification Our relationship with you is important to us, so we want to make sure you are aware that important investor information regarding your rights and responsibilities is available through the FINRA web site at From that site, you can also research the professional backgrounds of current and former broker dealer firms and representatives registered with FINRA to conduct securities business via the FINRA BrokerCheck tool. FINRA BrokerCheck is a free resource you can use to conduct that research and can help you make an informed decision as to the firms and representatives with whom you choose to engage in a business relationship. This information is obtained through form filings that registered representatives, brokerage firms and regulators complete as part of the securities industry registration and licensing process. Through BrokerCheck you can: Search for both representatives and brokerage firms Obtain online delivery of a background report View explanatory information to help you better understand the content provided See links of additional resources and tools To get started, go to and click on the Start Search button. This website also allows you to submit questions you have about BrokerCheck via . Alternatively, you can learn more about BrokerCheck by calling FINRA s BrokerCheck Hotline The hours of operation are Monday through Friday from 8 a.m. to 8 p.m., Eastern Time. Thank you. Ed. Oct/2011 Depending on the terms of the IRA, your assets may be transferred to the appropriate state if no activity occurs in your account within the time period specified by state law. FENRAP (FULL) 03/23/15 Page 24 of 24

25 Item 1 Cover Page ADVISED ASSETS GROUP, LLC Individual Retirement Accounts 8515 East Orchard Road Greenwood Village, CO Telephone: March 31, 2015 This Brochure provides information about the qualifications and business practices of Advised Assets Group, LLC ( AAG or Adviser ). If you have any questions about the contents of this Brochure, please contact us at the number shown above. The information in this Brochure has not been approved or verified by the Securities and Exchange Commission ( SEC ) or by any state securities authority. The Adviser is a registered investment adviser. Registration of the Adviser does not imply any level of skill or training. The oral and written communications of the Adviser provide you with information about which you determine to hire or retain the Adviser. Additional information about AAG is available on the SEC website at 1

26 Item 2 Material Changes Advised Assets Group, LLC ( AAG or Advisor ) provides this disclosure document on Part 2A of Form ADV ( Brochure ) to its existing, new, and prospective Empower Retirement IRA clients (formerly, Great-West Lifetime Advantage IRA clients). AAG has made the following material changes to this Brochure from the last annual update to the Brochure, dated March 28, 2014: The name Great-West Lifetime Advantage IRA has been changed to Empower Retirement IRA and the new name has been updated in the ADV Brochure, where applicable. Item 4 (Advisory Business) revised to remove AAG s various branch office locations which are already disclosed in detail on AAG s Form ADV Part 1A. Item 4 (Advisory Business) assets under management (AUM) has been updated to report discretionary and non-discretionary AUM as of January 31, Item 5 (Fees) updated to provide more detail and disclosure related to AAG s fee assessment processes for advisory services. Item 10 (Financial Industry Activities) updated to include the new marketing brand, Empower Retirement, for certain products and services provided by AAG and its affiliates. Item 11 (Code of Ethics, Participation, or Interest in Client Transactions and Personal Trading) updated to include AAG s Principal Trading policy. This Brochure covers the services provided to IRA account holders who participate in AAG s Online Investment Guidance, Online Investment Advice and Managed Account services. For information on other investment advisory services provided by AAG, please contact AAG to request a copy of the applicable Form ADV Brochure. On an annual basis, we will provide you with a summary of any materials changes to this Brochure and subsequent Brochures within 120 days of the close of each fiscal year, or no later than April 30th. Additional disclosure information about material changes to the Brochure will be provided as necessary and/or as required under applicable rules and regulations. 2

27 Item 3 Table of Contents Item 1 Cover Page... 1 Item 2 Material Changes... 2 Item 3 Table of Contents... 3 Item 4 Advisory Business... 4 Item 5 Fees and Compensation... 8 Item 6 Performance-Based Fees and Side by Side Management... 9 Item 7 Types of Clients Item 8 Methods of Analysis and Investment Strategies Item 9 Disciplinary Information Item 10 - Other Financial Industry Activities and Affiliations; Other Business Activities Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 - Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information

28 Item 4 Advisory Business Description of Advisory Firm Advised Assets Group, LLC ( AAG or Advisor ) is, and has been a federally registered investment adviser since 2000 and submits notice filings with state securities divisions in all 50 states, the District of Columbia, Guam, US Virgin Islands and Puerto Rico. AAG offers investment management and advisory services primarily to plan sponsors of employer-sponsored retirement plans; such as 401(a), 401(k), 403(b) and 457 plans, including government entities and their participants for which AAG has an agreement with the administrative services provider ( recordkeeper ). AAG additionally makes available a suite of services to all account holders of the Empower Retirement IRA (formerly, the Great-West Lifetime Advantage IRA ) which includes Online Investment Guidance, Online Investment Advice and the Managed Account service, among other related services as described more fully in this Brochure. More information - including an applicable Brochure - for all of the services offered by AAG can be obtained by contacting AAG at the number provided on the cover page of this Brochure or by visiting AAG s website at: AAG s principal place of business is located in Greenwood Village, CO. This Brochure describes services offered by AAG to existing, new, and prospective Empower Retirement IRA clients. Types of Services Available to IRA Account Holders Below is a summary of AAG s services for Empower Retirement IRA. These services are available for both traditional or Roth IRAs. Enrollment by an IRA account holder in any of AAG s services does not guarantee future results and is not a guarantee that an IRA account holder will achieve their retirement goals. 1. Managed Account Service The Managed Account service is designed for the individual who seeks professional portfolio management. It provides regular account monitoring and periodic portfolio review. This service uses the IRA account holder s information as shown below: Contribution rate and salary; Desired retirement age and retirement income; Social Security benefits estimate and other outside assets. The Managed Account service designs a specific asset allocation portfolio for the IRA account holder that reflects the individual s retirement goals, life stages, risk tolerance and overall financial situation, taking into consideration other assets and investment not included within the IRA account (based on information provided by the client specific to their account). The customization components can be updated at any time by the IRA account holder to assist in portfolio design during both the accumulation and distribution phases. Once enrolled in the Managed Account service all ongoing investment transfers and investment direction changes are automatically implemented for IRA account holders. On a periodic (approximately quarterly) basis, client accounts in the Managed Account service are automatically reforecasted, which may include rebalancing and reallocating the account asset allocation portfolio in order to maintain alignment with the allocation percentages determined by Ibbotson Associates, Inc. ( Ibbotson ; more information regarding Ibbotson is provided below) based on the market performance and the personal financial circumstances of the client. IRA account holders receive an account update and forecast statement annually and can update their personal information at any time by calling AAG, or by visiting the Empower Retirement IRA website. IRA account assets in the Investment Options (as defined 4

29 below) are automatically monitored and periodically updated on at least an annual basis unless AAG is instructed not to do so by the client. 2. Online Investment Guidance The Online Investment Guidance service provides personalized asset allocation and savings rate (the percentage of gross income that is saved or invested) recommendations that reflects the IRA accountholder s unique financial information, retirement time frame, goals and financial situation. IRA accountholders may decide to build their portfolios using the investment options available in the Empower Retirement IRA based on the personalized asset-class recommendation. The recommendation is based on the information that the IRA accountholder provides. Using the Online Investment Guidance service, IRA account holders are provided with a general asset allocation recommendations based on the Investment Options that are available to IRA account holders. In addition, with the Online Investment Guidance service an account holder can receive an objective savings rate recommendation that may assist in achieving his/her retirement goals. The Online Investment Guidance service does not provide fund-specific recommendations. The asset allocation recommendations, education and other investment related services provided under the Online Investment Guidance service do not constitute investment advice under the Investment Advisers Act of Online Investment Advice The Online Investment Advice service provides the services offered under Online Investment Guidance and additionally creates a personal wealth forecast and recommended portfolio based on information that the IRA accountholder inputs into their account profile and the investment options available in the Empower Retirement IRA. This service provides the IRA account holder with a retirement goal forecast through the use of various assumptions and hypothetical financial and economic scenarios based on a variety of different factors such as historic returns, market volatility, cross-correlations, calculated risk premiums, interest rate fluctuations, inflation and market conditions and other factors; all of which have certain limitations. The IRA account holder can interact with the Online Investment Advice service to see how changes in an individual s decisions about savings, expected retirement age, level of investment risk and retirement income goal may affect the system s forecast. IRA account holders who enroll in the Online Investment Advice service are responsible for determining the model portfolio that is best suited for their needs and which meets their investment strategy. The recommendations provided by the Online Investment Advice service are limited to the available Investment Options (as defined below). This service does not make any recommendations concerning investing in any individual stocks or other asset classes. IRA account holders are informed when accessing the Online Investment Advice service that the advice should not be considered an approval or endorsement of the available Investment Options. 4. Spend-Down Advice IRA account holders that are enrolled in any of AAG s services discussed above are also provided with an additional feature of Spend-down Advice based on Ibbotson s methodology, which provides retirement advice. The Spend-Down Advice illustrates how long the desired income may last in retirement and determines how much spendable income the accountholder may be able to sustain throughout their retirement years. The Spend-Down Advice provides both the amount and sources of income that can be spent during retirement. The services provided under Spend-Down Advice provide projections of spendable income and do not constitute investment advice under the Investment Advisers Act of

30 5. Retirement Income Projection Tools and Services In addition to the services, AAG may provide online tools and services for IRA accountholders to analyze their retirement readiness. This interactive retirement planning service consists of various retirement income projection tools. These tools are informational in nature and are based on the same software and methodology of AAG s service offerings; these tools do not constitute investment advice under the Investment Advisers Act of Investment Options Used by All of the Services The investment options selected for all of these services generally consists of a broad range of asset classes (for example, mutual funds in the fixed income/cash, bond, large cap, small cap, small/mid cap and international asset classes (the Investment Options ), some of which may include proprietary funds of AAG s affiliated investment company, Great-West Funds, Inc. or funds advised by AAG s affiliated investment adviser Putnam Investment Management, LLC. More information is provided in Item 10 Other Financial Industry Affiliations. Item 8 of this Brochure discusses the general risks of investing; such risks associated with the Investment Options can vary significantly with each particular investment category and the relative risks of categories may change. Accordingly, AAG may make changes from time to with regard to the availability of certain Investment Options. The fees, risks, client responsibilities and limitations for each of these services are discussed in greater detail in this Brochure. Ibbotson Associates, Inc. AAG provides these services through a proprietary computer-based software program, developed and maintained by Ibbotson Ibbotson. Ibbotson is a federally registered investment adviser wholly-owned by Morningstar, Inc. and is not affiliated with AAG or any company that is affiliated with AAG. Ibbotson is located in Chicago, IL and a copy of their Form ADV Part 2A and Part 2B brochures may be obtained by at complianc @morningstar.com; online at either or or by calling (312) Ibbotson serves as an independent financial expert ( IFE ), in accordance with the Department of Labor SunAmerica Advisory Opinion A, dated December 14, 2001 (the SunAmerica Opinion ). Ibbotson s proprietary methodology is based on a five-step process which includes: 1. develop asset class inputs; 2. creating asset allocation/class model portfolios; 3. fund/manager selection; 4. constructing the model portfolio; and 5. monitoring the model portfolio. Ibbotson constructs model portfolios based on this proprietary methodology ranging from very conservative to very aggressive; each comprised of the Investment Options in certain allocation percentages. The asset classes and Investment Options must meet the requirements of an IFE which may be amended from time to time. Enrollment in AAG s Services The services are available to all account holders of the Empower Retirement IRA. Account holders must agree to the terms of a user agreement ( Terms of Service ) prior to using any of the online services, which terms may be amended by AAG from time to time. Client Responsibilities; Limitations on the Services The advice and recommendations provided through these services are based on the responses or other information provided by or about the IRA account holder. Neither AAG nor Ibbotson make any guarantees or 6

31 warranties, express or implied, as to the accuracy, timeliness, or completeness of such information. The services are also subject to the general market and financial conditions existing at the time of such usage. The retirement goal forecast and investment advice recommendations are not a guarantee of future results and are not a guarantee that an IRA accountholder will achieve their retirement goals. Limitations on the Managed Accounts Service When clients enroll in the Managed Account service, they must transfer and allocate their entire Empower Retirement IRA account balance to the Managed Account. Partial management of a client s account whereby the assets are invested in other investment options, such as individual stocks or other asset classes outside of the Investment Options while also participating in the Managed Account Service is not an available alternative. Once enrolled in the Managed Account service, IRA account holders delegate certain account management functions to AAG including functionality for fund-to-fund transfers, change fund allocations, the dollar cost averaging tool and/or the rebalancer tool. However, IRA account holders in the Managed Account service retain full inquiry access to their account and may still request approval for loans or take a distribution withdrawal. Clients may un-enroll at any time from the Managed Account service and, once they do so, they resume full responsibility for their account whether online, via paper, or through the Empower Retirement IRA call center. Limitations on the Online Investment Guidance and the Online Investment Advice Services IRA account holders are responsible for making their investment decisions and may implement the Online Investment Guidance and the Online Investment Advice recommendations either manually or online. IRA account holders are also solely responsible for reviewing and updating the information they input in the Online Investment Guidance and the Online Investment Advice services with respect to the completeness, accuracy and timeliness of the information. IRA account holders should review their accounts periodically to monitor changes in the market and the value of their investments. Neither AAG nor Ibbotson have an obligation to update any information for a specific individual or to proactively contact the individual to obtain updated information. A failure by an individual to review and update account information through the Online Investment Guidance or Online Investment Advice services may materially affect the content and value of AAG s services. The Online Investment Guidance and the Online Investment Advice services should only be used by IRA account holders as a tool in their retirement planning and not as a substitute for their own informed judgment. Termination of Services IRA account holders may cancel their participation in any of these services at any time. IRA account holders utilizing the Online Advice service must complete their cancellation online. IRA account holders utilizing the Managed Account service may cancel online or by calling the Retirement Resource Center at (866) After cancellation of the: 1. Online Investment Guidance or the Online Investment Advice service, the IRA account holder will no longer have access to the online investment recommendations. Because AAG does not effect changes to the client s asset allocation and account balances with these services, the client s balances will not be affected unless and until the client affirmatively changes their asset allocation and balance after the cancellation of the Online Investment Guidance or the Online Investment Advice service. 7

32 2. Managed Account service, the client will have the ability to make allocation and investment option changes to their account, usually by the next business day markets are open following cancellation of the Managed Account service. Accordingly, the client s asset allocation and account balance will remain the same allocation as established in the Managed Account service unless and until the client affirmatively changes his/her asset allocation and balance after cancellation of the Managed Account service. Client Information The use and storage of any client information, including, without limitation, personal and non-public information, account number, password, identification, portfolio information, account balances and any other information available on a client s personal computer, is provided at the account holder s sole risk and responsibility. The client is responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or options services required for accessing and using electronic or automated services, and for all communications service fees and charges incurred by the client in accessing these services. AGG shall not bear any responsibility for either errors or failures caused by the malfunction of any computer or communication systems or any computer viruses or related problems that may be associated with the use of AAG s services. Assets under Management with AAG As of January 31, 2015, AAG provided: - Discretionary investment management among all services in the amount of: $24,469,843, Non-discretionary investment advisory services among all services in the amount of: $1,101,279, Total discretionary and non-discretionary investment management and advisory services in the amount of: $25,571,123,062. Item 5 Fees and Compensation 1. Online Investment Guidance Service Fees IRA account holders do not pay a fee for use of the Online Investment Guidance service. 2. Online Investment Advice Service Fees IRA account holders that use the Online Investment Advice service are charged an annual flat fee of $25.00, debited quarterly at $6.25 per quarter. Fees are debited from IRA account holders accounts on a quarterly or monthly basis based on the terms of service agreed upon by the client. If the IRA account holder terminates his/her Empower Retirement IRA, the fees are debited at the end of the billing cycle when the termination occurred. Use of the Online Investment Advice service by a client at any time during a quarter will result in the client s account being debited the quarterly fee. 3. Managed Account Service Fees IRA account holders are charged a quarterly fee for the Managed Account service based on the IRA account balance that AAG manages on the day the fee is assessed as described below: 8

33 Principal Account Balance Quarterly Fee Annualized Quarterly Fee < $100, % 0.55% Next $150, % 0.45% Next $150, % 0.35% > $400, % 0.25% AAG reserves the right to offer current and new or prospective IRA account holders discounted fees or other promotional pricing or to waive fees for any particular period of time subject to proper notification and disclosure. The advisory fee is debited from the account within each applicable billing cycle. If a client cancels their participation in the Managed Account service at any time within a given quarter, the fee is based on the account balance on the date of cancellation, but will not be debited from the account until the end of the quarter in which the cancellation occurred. If the account holder terminates his/her Empower Retirement IRA, the advisory fee will be debited at the end of the billing cycle when the termination occurred. 4. Spend-down Advice AAG does not charge a fee for providing this feature to IRA account holders that are enrolled in the Managed Account, Online Investment Advice or Online Investment Guidance services. 5. Retirement Income Projection Tools and Services AAG does not charge a fee for providing these tools to IRA account holders that are enrolled in the Managed Account, Online Investment Advice or Online Investment Guidance services. 6. Other Fees and Expenses AAG s advisory services fees do not include the fees and expenses charged by the Investment Options, including redemption fees. Redemption fees vary in amount and application by each applicable Investment Option. It is possible that transactions initiated by AAG in the Managed Account service may result in the imposition of a redemption or other transaction fee by one or more of the Investment Options. Additionally, any action undertaken by an IRA account holder who implements recommendations from the Online Investment Guidance or Online Investment Advice service may result in redemptions or other transactions fee. Any fees are deducted from the IRA accountholder s account balance. All securities transactions which occur as a result of the services provided by AAG as described in this Brochure are executed by GWFS for which it may receive compensation in the form of 12b-1 fees or other compensation from mutual fund companies or from the other investments that may be available as Core Investment Options. Fees and expenses are also fully explained in the respective prospectus and Statement of Additional Information materials which accompany each Investment Option, as applicable. Item 6 Performance-Based Fees and Side-by-Side Management AAG does not charge any performance based or side-by-side management fees. 9

34 Item 7 Types of Clients AAG offers investment management and advisory services primarily to plan sponsors of employer-sponsored retirement plans; such as 401(a), 401(k), 403(b) and 457 plans, including government entities and their participants for which AAG has an agreement with the plan s recordkeeper. AAG additionally makes available a suite of services to all account holders of the Empower Retirement IRA which includes Online Investment Guidance, Online Investment Advice and the Managed Account service as more fully disclosed in this Brochure. Item 8 Methods of Analysis and Investment Strategies The services are based on the proprietary asset allocation methodology developed by Ibbotson. Ibbotson employs a five (5) step investment management process to create asset allocation models which utilized the Investment Options at various risk levels. Retirement Goal Forecasting To determine which asset allocation model is recommended for a specific client, Ibbotson uses its software to evaluate client information (including but not limited to: date of birth, income/salary, gender and state of residence) to gauge the IRA account holder s retirement goals and develop a forecast or estimate of the chances that the IRA account holder will reach his or her retirement goals. The software allows Ibbotson to analyze a broad range of possible future scenarios to estimate how the IRA account holder s investments might turn out under a variety of circumstances, including fluctuations in interest rates, inflation and market conditions. These estimates produce a forecast reflecting the percentage of these scenarios in which the client s annual retirement income might meet or exceed their goal. Advice on Allocating Investments Once the software has estimated a participant s chances of achieving his or her desired retirement income, the software will also analyze the client s savings rate, investment option selections, savings rate outside the Empower Retirement IRA and the chosen retirement age and may provide recommendations for changes to increase the client s chances of achieving his or her retirement income goal. Information from third parties such as mutual fund data providers or index providers may be used in the construction of advice. The software monitors and reviews each model portfolio to ensure that it stays in line with its strategic asset allocation targets. Varying market conditions, investment manager changes and fund style drift may be a few of the factors that cause a portfolio to shift from its stated investment objectives, necessitating a change in the underlying asset allocation or investment options. For these reasons, Ibbotson conducts a systematic rebalance and annual review of its strategic asset allocation process. In addition, a second review by Ibbotson is conducted annually of each portfolio for each client or when a client makes a significant change to his/her account profile. General Risks of Investing Investment Risks It is important to note that investments in securities (e.g., mutual funds) involve a potential risk of loss. AAG does not guarantee that the results of its services will be profitable and does not make any representations or warranties with respect to the future profitability of the available Investment Options. The forecast and projections utilized by the services and Ibbotson are derived from mathematical modeling techniques of the economy and financial markets and therefore may not precisely reflect actual conditions. As with any investment methodology, past performance and historical returns used to select particular investments may 10

35 not be indicative of future performance. Additionally, AAG may make changes from time to time with regard to the availability of certain Investment Options. Market Risk Risks associated with the Investment Options can vary significantly with each particular investment category and the relative risks of such investment categories may change. Stock and bond markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments in the U.S. and in other countries. Past performance and historical returns used to select particular investment are no guarantee of future performance. Current performance may be lower or higher due to market volatility. Methodology Risk AAG s advisory services and the retirement income projection tools are based on the proprietary asset allocation and monthly retirement income projection methodologies developed by Ibbotson. Risks associated with Ibbotson s methodologies vary based on the assumptions used by Ibbotson to project inflation over time, significant and adverse economic conditions, the availability and amount of Social Security and other retiree benefits, and other factors. Asset Allocation Risk Market returns and performance depends on determining the strategic asset class allocations, the mix of underlying Investment Options, as well as the performance of those underlying Investment Options. The Investment Options' performance may be lower than the performance of the asset class that they were selected to represent. Stocks and bonds can decline due to adverse issuer, market, regulatory, or economic developments. International markets may be less liquid and can be more volatile than U.S. markets. These risk factors, including those associated with currency exchange rates, also apply to investments in international markets, all of which may make international markets more volatile and less liquid than investments in domestic markets. Some of the Investment Options can invest in either high-yield securities or small/emerging growth companies. Investments in these types of securities generally are subject to greater volatility than either higher-grade securities or more-established companies, respectively. These risks may increase share price volatility. Item 9 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of AAG or the integrity of AAG s management. AAG has no legal or disciplinary event to report relative to this Item. Item 10 - Other Financial Industry Activities and Affiliations; Other Business Activities Other Financial Industry Activities AAG is not a registered broker-dealer. However, due to the organizational structure of AAG s parent company, Great-West, certain AAG management personnel having oversight functions related to other subsidiaries are registered representatives. AAG and its management persons are not, and do not have pending, an application to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Other Financial Industry Affiliations 11

36 AAG has arrangements that are material to its advisory business for its Empower Retirement IRA account holders with the following related entities: Insurance Companies Great-West Life & Annuity Insurance Company an insurance company domiciled in the State of Colorado ( Great-West ). AAG is a wholly-owned direct subsidiary of Great-West. Great-West, through an administrative services agreement, provides on behalf of its affiliated companies recordkeeping and other administrative services either directly or through its affiliates FASCore, LLC ( FASCore ), Great- West Financial Retirement Plan Services, LLC ( Great-West RPS ), and EMJAY Corporation ( EMJAY ). Great-West Life & Annuity Insurance Company of New York an insurance company domiciled in the State of New York ( GWL&ANY ). AAG is an affiliate of GWL&ANY through common ownership in which Great-West is the sole owner of both AAG and GWL&ANY. GWL&ANY, pursuant to various agreements, may provide investment products and administrative services, through its affiliates, FASCore and Great- West RPS, to retirement plans for which AAG may also provide its services. Broker-Dealer GWFS Equities, Inc. ( GWFS ), an affiliate of AAG, is a registered limited broker/dealer and wholly-owned subsidiary of Great-West through which trades are executed. GWFS may provide direct sales, enrollment and/or communication services to IRA account holders for which AAG may also provide its services. All securities transactions which occur as a result of participation in the Managed Accounts service are executed by GWFS for which it may receive compensation in the form of 12b-1 fees or other compensation from the mutual fund companies or from the other investments that may be available as Core Investment Options. However, in all instances, AAG s affiliation with GWFS is disclosed. Trust Company Great-West Trust Company, LLC ( GWTC ) is a trust company and affiliate of AAG. GWTC is a whollyowned subsidiary of Great-West. GWTC is chartered under the laws of the State of Colorado. GWTC is the custodian of all Empower Retirement IRA accounts. Investment Company Great-West Funds, Inc. ( Great-West Funds ) is an investment company registered under the Investment Company Act of 1940 and affiliated with AAG. Great-West Funds is managed by Great-West Capital Management, LLC as discussed below. Certain of the Great-West Funds are available to account holders of the Empower Retirement IRA. More information about the Great-West Funds can be found in the prospectus and Statement of Additional Information materials. Investment Advisers Great-West Capital Management, LLC ( GWCM ), an affiliate of AAG, is an investment adviser for Great- West Funds, Inc. and is registered under the Investment Advisers Act of It is a wholly-owned subsidiary of Great-West. AAG provides managed account, guidance, and advice services to account holders of the Empower Retirement IRA which may have as investment options certain portfolios of Great-West Funds managed by GWCM. Pursuant to an administrative services agreement between AAG and GWCM, AAG personnel assist GWCM with respect to preparing certain reports that are presented by GWCM to GWCM s Managers as well as the Board of Directors for Great-West Funds. Putnam Investment Management, LLC is a registered investment adviser ( PIM ). AAG is under common control with PIM and is an affiliate of PIM. Shares of Putnam mutual funds managed by PIM may be 12

37 available for purchase by account holders of the Empower Retirement IRA. PIM also serves as the subadviser to the Great-West Putnam High Yield Bond Fund and the Great-West Putnam Equity Income Fund; both Funds are under investment management with GWCM. The affiliated companies of AAG, GWCM, GWFS, Great-West, GWL&ANY, Great-West Funds, FASCore, Great- West RPS, EMJAY, and GWTC operate under the multiple brands of Great-West Financial and Empower Retirement depending upon the products, services and retirement markets involved. These brands, implemented in September 2012 and in February 2015 respectively, do not affect the internal structure of AAG or AAG s corporate ownership. Potential Conflicts of Interest Participation in the Managed Account services may result in an allocation to one or more investment options managed by an affiliate of AAG. AAG does not receive compensation from its parent company or any of its affiliates as a result of these allocations. To mitigate the potential conflict of interest presented by the situation involving affiliated investment options of AAG, we subject all investment options to the same quantitative and qualitative investment selection methodology, based on several factors, including performance, risk, and expenses. Ibbotson may receive certain fees from GWCM based on the aggregate assets invested in certain Funds offered by Great-West Funds. For the Great-West Funds offered within the Managed Account service, Ibbotson has agreed to waive these fees such that it may continue to rely on the SunAmerica Opinion in providing services on behalf of the Managed Account service. Other Business Activities Certain senior managers and officers of AAG may also serve as executive officers of AAG s parent company, Great-West and/or other affiliated companies of AAG. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading AAG s Code of Ethics AAG has adopted a written Code of Ethics in compliance with Rule 204A-1 of the Investment Advisers Act of 1940 ( Advisers Act ). The Code sets forth standards of business conduct expected of advisory personnel and require AAG s advisory personnel, referred to as Access Persons, among other things, to report their personal securities holdings and transactions in accordance with the Advisers Act. AAG s Access Persons are required to comply with AAG s Code of Ethics. A copy of the Code will be provided to current or prospective clients, upon request. AAG s Code of Ethics includes but is not limited to such topics as: Fiduciary responsibility to clients Compliance with federal securities laws Protection and safeguarding of confidential information Giving and receiving gift, gratuities and entertainment Personal Trading Reporting and monitoring personal securities transactions Avoiding and disclosing conflicts of interest Reporting violations of the Code In addition, AAG s Code of Ethics requires pre-clearance of certain securities transactions. Officers, managers and employees of AAG may trade for their own personal accounts in securities which are 13

38 recommended to and/or purchased for AAG s advisory clients. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. However, employee trading is continually monitored in accordance with the Code of Ethics and federal securities laws. AAG s Code of Ethics is intended to ensure that the personal securities transactions and outside business activities of AAG s employees of AAG will not interfere with (i) making decisions in the best interest of its advisory clients and (ii) mitigate or avoid any potential conflicts of interest. Principal Trading AAG has adopted a policy and practice to not engage in any principal transactions. AAG holds no investments for its own accounts which could be bought from, or sold to, an advisory client. In the event of any change in AAG s policy, any such change must be approved by management and any principal transactions would only be permitted after meeting the review and approval requirements described under the anti-fraud section of the Advisers Act. Participation or Interest in Client Transactions Affiliate GWFS Effects Securities Transactions for Advisory Clients Registered representatives of GWFS may provide direct sales, enrollment and/or communication services to IRA account holders for which AAG may also provide its services. Allocations in the Investment Options are solely determined and based on Ibbotson s software not determinations made by AAG. The compensation paid by AAG to Ibbotson for Ibbotson s proprietary software advice program does not vary based on the allocations made or recommended by Ibbotson. Because Ibbotson is unaffiliated with AAG and GWFS, AAG does not believe there is a conflict of interest. However, in all instances, AAG s affiliation with GWFS is disclosed. Item 12 Brokerage Practices Brokerage Selection; Best Execution For Empower Retirement IRA accounts, AAG has complete discretion and authority to select the broker or dealer to effect the transaction and the commission rates to be paid. Generally, AAG has no obligation when selecting a broker or dealer to execute a particular transaction, to seek competitive bids or the lowest commission cost, provided AAG uses reasonable efforts to obtain the best execution for such transactions. All mutual fund trading that occurs as a result of AAG s services are effected through GWFS, an affiliate of AAG and a limited broker/dealer. AAG s services cover only no-load or load waived mutual funds or noload and load-waived investment options. As a result, all transactions are at net asset value and are executed by AAG s broker-dealer affiliate GWFS. Soft Dollar Practices AAG, as a matter of policy, does not utilize research, or other products or services from broker-dealers, or other third parties, in connection with client securities transactions on a soft-dollar commission basis. Directed Brokerage AAG, as a matter of policy and practice, does not accept advisory client s instructions for directing a client s brokerage transactions to a particular broker-dealer. 14

39 Trade Aggregation Under Managed Accounts, the investment options and the amount of investment options to be bought or sold are determined by Ibbotson s proprietary software and methodology. The asset allocation components of Ibbotson s software and methodology limit the amount of investment options that can be bought or sold. Item 13 Review of Accounts AAG conducts the following review of its clients accounts: Online Investment Guidance Service AAG does not conduct any review or other oversight for IRA account holders enrolled in this service. Empower Retirement IRA account holders receive access to AAG s various online tools, including account planning and analytical tools, and the participant is responsible for selecting their own asset classes and building a diversified portfolio based on their own self-direction using this service. Online Investment Advice Service AAG does not conduct review of its clients accounts in respect to investment oversight, monitoring, or rebalancing. IRA account holders receive from AAG investment recommendations based on the investment options available in the Empower Retirement IRA. Account holders are responsible for direction their investments and determining whether the recommendations are suitable for their particular investment needs. Managed Account Service Under the Managed Account service, assets in the Investment Options are systematically monitored, rebalanced and reallocated on a periodic (at least quarterly) basis by AAG, based on Ibbotson s software program. Ibbotson updates their capital market assumptions underlying their methodology used to construct the asset classes, on at least an annual basis and then makes changes to the portfolio allocations, as necessary, based on the updated assumptions. The model portfolios are also monitored on a regular basis on current portfolio allocations and adjustments are made as necessary. Senior managers of AAG annually review the methodologies used by Ibbotson to power the Online Investment Guidance, Online Investment Advice and Managed Account services to ensure that they are consistent with investment advisory best practices, current technology, applicable law and the terms of the agreement between AAG and Ibbotson. Spend-Down Advice and Retirement Income Projection Tools and Services AAG does not conduct any review or other oversight for IRA account holders who utilize these tools or services. Empower Retirement IRA account holders receive access to AAG s various online tools, including account planning and analytical tools, and the participant is responsible for selecting their own asset classes and building a diversified portfolio based on their own self-direction using this service. Reporting to Clients IRA account holders enrolled in the Managed Account service receive a Managed Account Welcome Kit shortly after enrollment, an account update at least annually, and a forecast statement annually. IRA account holders enrolled in the Online Investment Advice service can review their accounts and generate their own reports at any time. IRA account holders are encouraged to update their personal information or make changes to investment options online or AAG s toll-free customer service number at any time should 15

40 a significant change occur in their personal circumstances. In addition, all IRA account holders receiving services are sent quarterly account statement generated by the plan s recordkeeper. Item 14 Client Referrals and Other Compensation AAG does not pay cash or other compensation to outside solicitors for referrals to the Empower Retirement IRA. AAG has entered into a written agreement with its affiliates, GWFS and Great-West, whereby solicitors who are employed by GWFS and/or Great-West will have an opportunity to earn bonus compensation, in addition to their salary, for communication, education and /or assisting IRA account holders to enroll in AAG s services. Such bonus compensation to affiliated persons/entities of AAG does not increase the fees paid by IRA account holders. Item 15 - Custody AAG does not maintain actual custody of its clients cash, bank accounts, or securities. Pursuant to Rule 206(4)-2 of the Advisers Act as amended, AAG is deemed to have constructive custody with respect to IRA Account holder funds and securities because an affiliated party, Great-West Trust Company, is the custodian with respect to the Empower Retirement IRA. In addition to annual audits these accounts are subject to a surprise verification by an independent public accountant each year, as required by Rule 206(4)-2. AAG s advisory clients receive periodic (at least quarterly) account statements from their custodian. Upon receipt of the IRA accountholder s initial deposit or rollover into the IRA account, funds will be allocated to the default investment option specified in your custodial agreement. These Funds will then be re-allocated to the IRA accountholder s stated asset allocation portfolio or AAG service within 5 business days of receiving this initial deposit. Item 16 Investment Discretion AAG provides investment discretion for those IRA account holders who participate in AAG s Managed Account service; AAG does not offer or engage in discretionary investment services for either the Online Investment Guidance or Online Investment Advice services. For more information on these programs, please refer to Item 4 Advisory Business in this Brochure. AAG s Managed Account service is a professional and flexible asset management program based on data resulting from the methodologies and proprietary software program developed and employed by its IFE, Ibbotson. To provide the Managed Account service, AAG retains discretionary authority over the allocation of available Investment Options without prior client approval of each transaction. All ongoing investment transfers and investment direction changes are automatically implemented for IRA account holders enrolled in the Managed Account service. On a periodic (at least quarterly) basis, client accounts in the Managed Account service are automatically reforecasted, which may include rebalancing and reallocating the account asset allocation portfolio in order to maintain alignment with the allocation percentages determined by Ibbotson based on the market performance and the personal financial circumstances of the client. IRA account holders receive an account update and forecast statement annually and can update their personal information at any time by calling AAG, or by visiting the Empower Retirement IRA website. IRA account assets in the Investment 16

41 Options are automatically monitored and periodically updated on at least an annual basis unless AAG is instructed not to do so by the client. When IRA account holders enroll in the Managed Account service, they must allocate their entire Empower Retirement IRA account balance to the Managed Account service. Partial management of a client s account whereby the assets are invested in other investment options, such as individual stocks or other asset classes outside of the Investment Options while also participating in the Managed Account service is not an available alternative. Once enrolled in the Managed Account service, IRA account holders delegate certain account management functions to AAG, including functionality for fund-to-fund transfers, fund change allocations, the dollar cost averaging tool and/or the rebalancer tool. However, IRA account holders in the Managed Account service retain full inquiry access to their account and may still request approval for loans or take a distribution withdrawal. Clients may un-enroll at any time from the Managed Account service and, once they do so, they resume full responsibility for their account whether online, via paper, or through the Empower Retirement IRA call center. For more information on AAG s discretionary review of clients accounts, please refer to Item 13 Review of Accounts. Item 17 Voting Client Securities AAG does not have the authority to vote proxies on behalf of its advisory clients in the Empower Retirement IRA. Proxies received by AAG will be forwarded to the address of record for the IRA account holder. Item 18 Financial Information Under certain circumstances AAG has discretionary authority over certain client funds and securities not related to the Empower Retirement IRA. Accordingly, AAG is required to disclose information about AAG s financial condition that is reasonably likely to impair AAG s ability to meet contractual commitments to its clients. AAG has no financial commitment that impairs its ability to meet contractual commitments to its clients, nor has AAG been the subject of a bankruptcy proceeding. Further, AAG does not require or solicit prepayment of fees from its clients in excess of $1,200 per client more than six months in advance. The Empower Retirement IRA solution is available as a traditional IRA or a Roth IRA. More information or account assistance can be obtained through the Retirement Resource Center during the hours of 9:00 a.m. to 7:00 p.m. Eastern Time, Monday through Friday. Empower Retirement IRA account holders can also manage their account and access educational resources at or by calling the interactive voice response system at (866) This system also provides access to AAG s suite of services including the Managed Account service, Online Investment Advice and Online Investment Guidance. Not an Offer to Purchase or Sell Securities. This information contained in this Brochure, including for example information regarding the Great-West Funds, is for disclosure and other informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities, and may not be relied upon in connection with the purchase or sale of any security. 17