ROTH IRA APPLICATION All pages must be returned · PDF fileROTH IRA APPLICATION What is the source of funding for the account? (Please select one) Direct Rollover from eligible employer

ROTH IRA APPLICATION

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 Retirement Services®. 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: ______________________________________________________

Check here if prior provider was Great-West Financial®. Current Plan # _______________Check here if prior provider was Empower Retirement

Approximate Amount of Contribution/Rollover/Transfer $

Initial Contribution Type

Do you have a retirement savings account with a previous employer or an IRA? Yes NoWould you like help consolidating your other retirement accounts into your account with Empower Retirement?* Yes, I would like a representativeto call me at phone # - - to review my options and assist me with the process. The best time to call is to A.M./P.M. (circle one - available 8:00 A.M. to 6:00 P.M. MST). *Rollovers are subject to your Plan's provisions.

IRA Recharacterization (I would like to treat my current Traditional IRA contribution as my Roth IRA contribution).

Personal Check, please indicate source of funding below:

60-Day Rollover (Funds were previously invested in a qualifi ed retirement plan or Roth IRA and I am depositing within 60 days after thedistribution.) Must include a copy of a most recent account statement with application.

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 fi ling deadline without extension.

60-Day Rollover (Funds were previously invested in a quali ed retirement plan or Roth IRA and I am depositing within 60 days after the distribution). Must include a copy of most 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.

Roth Conversion from a Traditional IRA (Great-West will receive a check or wire payable to Great-West Trust Company, LLC from my prior IRA provider).

Check here if Traditional IRA provider was Great-West Retirement 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:

Check here if Traditional IRA provider was Great-West Financial®. Check here if Traditional IRA provider was Empower Retirement.

Roth Conversion from a Traditional IRA (Empower Retirement will receive a check or wire payable to Great-West Trust Company, LLC from my prior provider).Roth Conversion from a Traditional IRA (Empower Retirement will receive a check or wire payable to Great-West Trust Company, LLC from my prior provider).

Roth IRA to Roth IRA Transfer (Trustee-to-Trustee from a Roth IRA). Please complete and attach a Great-West Roth IRA Transfer form along with thisapplication. Must include a copy of a most recent account statement from Roth IRA provider.

Name of prior Roth IRA provider:

Roth IRA to Roth IRA Transfer (Trustee-to-Trustee from a Roth IRA). Please complete and attach a Empower Retirement Roth IRA Transfer form along with this application. Must include a copy of a most recent account statement from Roth IRA provider.

Last Name First Name MI

Street Address (No P.O. Box)

City State Zip Code( )

Home Phone

Social Security Number

E-Mail Address

( )

Work Phone

Female Male

Married Unmarried

Mo Day Year

Date of Birth

Mailing Address (if different)

City State Zip CodeCheck box if you prefer to receive quarterly account statements in Spanish

Great-West Lifetime Advantage IRA – Roth 740501-R3

Owner Information

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 Noti cation.

Empower Retirement Roth IRA

Investment SelectionPlease 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. • Speci c Fund Election - complete Section 1• Managed Account Service - complete Section 2For detailed descriptions about each option, please go to www.ira.gwrs.com or call 1-877-804-6257.For detailed descriptions about each option, please go to www.empower-retirement.com/ira or call 1-877-804-6257.

You acknowledge and agree that if you do not make an investment election for your account on this application, you direct the Custodian to allocate all contributions received to the Great-West Government Money Market Initial Class Fund, unless and until you provide investment direction for your account.

C401K FENRAP 04/19/17 740501-R3 ADD NUPARTMANUAL/DNLCND/3427260

Page 1 of 52 C401K FENRAP 05/11/17 740501-R3

MANUAL/DNLCND/3426046Page 1 of 52 ADD NUPART

740501-R3Last Name First Name M.I. Social Security Number Number

Section 1 - Speci c Fund ElectionInvestment Option Name Investment

Option 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 L. . . . . . . . . . . . . . . . MXABX %Great-West Lifetime 2020 Fund L. . . . . . . . . . . . . . . . MXAJX %Great-West Lifetime 2025 Fund L. . . . . . . . . . . . . . . . MXANX %Great-West Lifetime 2030 Fund L. . . . . . . . . . . . . . . . MXAWX %Great-West Lifetime 2035 Fund L. . . . . . . . . . . . . . . . MXAZX %Great-West Lifetime 2040 Fund L. . . . . . . . . . . . . . . . MXBFX %Great-West Lifetime 2045 Fund L. . . . . . . . . . . . . . . . MXBHX %Great-West Lifetime 2050 Fund L. . . . . . . . . . . . . . . . MXBRX %Great-West Lifetime 2055 Fund L. . . . . . . . . . . . . . . . MXBTX %Putnam Dynamic Asset Allocation Growth A. . . . . PAEAX %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 Retirement Ready 2020 A. . . . . . . . . . . . . . . . PRRMX %Putnam Retirement Ready 2025 A. . . . . . . . . . . . . . . . PRROX %Putnam Retirement Ready 2030 A. . . . . . . . . . . . . . . . PRRQX %Putnam Retirement Ready 2035 A. . . . . . . . . . . . . . . . PRRWX %Putnam Retirement Ready 2040 A. . . . . . . . . . . . . . . . PRRZX %Putnam Retirement Ready 2045 A. . . . . . . . . . . . . . . . PRVLX %Putnam Retirement Ready 2050 A. . . . . . . . . . . . . . . . PT2050 %Putnam Retirement Ready 2055 A. . . . . . . . . . . . . . . . PT2055 %Putnam Retirement Income Lifestyle 1 A. . . . . . . . . PRMAX %Artisan International Inv. . . . . . . . . . . . . . . . . . . . . . . . . . ARTIX %Artisan International Value Investor. . . . . . . . . . . . . . ARTKX %BlackRock International Opp Inv A. . . . . . . . . . . . . . . BREAX %Great-West MFS Intl Value Fund L. . . . . . . . . . . . . . . MXMIX %Janus Henderson Global Research S. . . . . . . . . . . . . . JWGRX1 %JPMorgan International Val A. . . . . . . . . . . . . . . . . . . . JFEAX %Lazard Emerging Markets Open. . . . . . . . . . . . . . . . . . LZOEX %MFS Emerging Markets Equity Fund - A. . . . . . . . . MEMAX %Oakmark International Investor. . . . . . . . . . . . . . . . . . . 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 Duff & Phelps Real Estate Sec 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 Henderson Venture S. . . . . . . . . . . . . . . . . . . . . . . JVTSX %JPMorgan US Small Company A. . . . . . . . . . . . . . . . . JTUAX %MainStay Epoch US Small Cap A. . . . . . . . . . . . . . . . MOPAX %Putnam Capital Opportunities A. . . . . . . . . . . . . . . . . . PCOAX %Putnam Small Cap Value A. . . . . . . . . . . . . . . . . . . . . . . PSLAX %RidgeWorth Silvant S-C Growth Stock I. . . . . . . . . . SSCTX %

Investment Option Name Investment Option 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 Henderson Enterprise S. . . . . . . . . . . . . . . . . . . . . JGRTX1 %JPMorgan Intrepid Mid Cap A. . . . . . . . . . . . . . . . . . . . PECAX %Victory Munder Mid-Cap Core Growth A. . . . . . . . MGOAX %Oppenheimer Main Street Mid Cap A. . . . . . . . . . . . OPMSX %Janus Henderson Mid Cap Value S. . . . . . . . . . . . . . . JMVIX1 %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 Henderson Forty S. . . . . . . . . . . . . . . . . . . . . . . . . . JARTX %Jensen Quality Growth J. . . . . . . . . . . . . . . . . . . . . . . . . . JENSX %JPMorgan Growth & Income A. . . . . . . . . . . . . . . . . . . VGRIX %JPMorgan Growth Advantage A. . . . . . . . . . . . . . . . . . VHIAX %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 Growth Opportunities A. . . . . . . . . . . . . . . . . . POGAX %Putnam Investors Fund A. . . . . . . . . . . . . . . . . . . . . . . . . PINVX %Putnam Multi-Cap Core Fund A. . . . . . . . . . . . . . . . . . PMYAX %T. Rowe Price Blue Chip Growth Adv. . . . . . . . . . . . PABGX %T. Rowe Price Growth Stock Adv. . . . . . . . . . . . . . . . TRSAX %JPMorgan Income Builder A. . . . . . . . . . . . . . . . . . . . . . JNBAX %MFS Total Return A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MSFRX %Oakmark Equity & Income Investor. . . . . . . . . . . . . . OAKBX %Putnam Dynamic Asset Allocation Bal A. . . . . . . . . PABAX %Putnam Dynamic Asset Allocation Con A. . . . . . . . PACAX %Putnam Capital Spectrum Fund A. . . . . . . . . . . . . . . . . PTACSP %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 High Yield A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . PHYIX %Putnam Global Income A. . . . . . . . . . . . . . . . . . . . . . . . . PGGIX %Putnam Income A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PINCX %Putnam US Government Income Trust A. . . . . . . . . PGSIX %Thompson Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . THOPX %Wells Fargo Core Plus Bond A. . . . . . . . . . . . . . . . . . . STYAX %Wells Fargo Intl Bond A. . . . . . . . . . . . . . . . . . . . . . . . . . ESIYX %Wells Fargo Core Bond Admin. . . . . . . . . . . . . . . . . . . MNTRX %Great-West Government Money Mkt Fund Inv. . . MXMMF %MUST INDICATE WHOLE PERCENTAGES = 100%

C401K FENRAP 05/11/17 740501-R3MANUAL/DNLCND/3426046

Page 2 of 52 ADD NUPART


C401K FENRAP (FULL) 03/16/2017 740501-R3 ADD NUPART NO_GRPG/TNERManual SR 3218156

Page 3 of 52

1Access to KeyTalk and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/maintenance or other 1Access to the Voice Response System and the website may be limited or unavailable during periods of peak demand, market volatility, systems upgrades/

* I understand that a Product Prospectus and additional documentation concerning the features associated with the Great-West Secure Foundation®Guaranteed Lifetime Withdrawal Bene t (GLWB) is available at www.ira.gwrs.com. If you have any questions, please call your Service Provider at 1-866-317-6586.

* I understand that a Product Prospectus and additional documentation concerning the features associated with the Great-West Secure Foundation® Guaranteed Lifetime Withdrawal Bene t (GLWB) is available at www.empower-retirement.com/ira If you have any questions, please call your Service Provider at 1-866-317-6586.

Section 3 – 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 lled out.

2 Managed Account Service

Annual Income - Required for Enrollment with Managed Account 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 Account 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.

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 restore my Benefit Base in my Great-West Lifetime Advantage IRA® Solution by directly rolling assets from the portfolio in my employer sponsored retirement plan to the approved portfolio in my IRA. By making this election, 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 onstate of residence). I can request a form at www.ira.gwrs.com or by calling 1-877-804-62571.

• I understand that applicable funds in my Great-West Lifetime Advantage IRA® Solution may have different fees and expenses than in my employersponsored retirement plan.

• I select the following fund(s) as investments through my Great-West Lifetime Advantage IRA® Solution. Must be the approved portfolio to restoreyour benefit base from your employer 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

I have established my Bene t Base in my employer sponsored retirement plan account and would like to restore my Bene t Base in my Empower Retirement IRA by directly rolling assets from the portfolio in my employer sponsored retirement plan to the approved portfolio in my IRA. By making this election, I understand the following:

By making this election, I understand that I must also include either an a Great-West SecureFoundation® election form or application (dependent onstate of residence). I can request a form at www.empower-retirement/ira or by calling 1-877-804-625711.

I understand that applicable funds in my Empower Retirement IRA may have different fees and expenses than in my employer sponsored retirement plan.

I select the following fund(s) as investments through my Empower Retirement IRA. Must be the approved portfolio to restore your bene t base from your employer sponsored retirement plan.

Great-West SecureFoundation® Lifetime Portfolio 2020 Class L Shares2025

Please note: Restoration of your Bene t 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® Bene t Base but do not live in a jurisdiction where Great-West SecureFoundation® is available to individual investors, you may be able to retain your Bene t Base by leaving your assets invested in the Great-West SecureFoundation® Fund(s) in your employer’s retirement plan, as allowed by the plan.

p p g y y p yunauthorized use.suspect any unauthorized use.

reasons. The account owner is responsible for keeping the PIN con dential. Please contact Retirement Solutions Center immediately if you suspect anyaintenance or other reasons. The account owner is responsible for keeping the PIN con dential. Please contact Empower Retirement immediately if you m


Page 3 of 52 C401K FENRAP 05/11/17 740501-R3MANUAL/DNLCND/3426046




Page 4 of 52

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 100.00%. 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

Street Address City State Zip Code

Phone Number E-Mail Address

% / /

% of Account Balance Social Security Number Primary Beneficiary Name Relationship Date of Birth





% / /

% of Account Balance Social Security Number Contingent Beneficiary Name Relationship Date of Birth

Contingent Beneficiary

% / /

% of Account Balance Social Security Number Contingent Beneficiary Name Relationship Date of Birth



Primary Bene ciary First and Last Name

Contingent Bene ciary First and Last Name

Primary Bene ciary First and Last Name

Contingent Bene ciary First and Last Name

Bene ciary Designation






Page 5 of 52

Application Submission and Payment Instructions

Please remember to sign and date page 6 and fax pages 1 through 6 (inclusive) of this application to 1-866-633-5212 and forward the funds according to 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 NameSocial Security NumberIRA #: 740501-R3IRA Name: Great-West Lifetime Advantage Roth IRA®

Wire instructions (missing information could result in delayed processing or rejection): Account of: Great-West Trust Company, LLCBank: Wells FargoAccount no: 0193184611Routing Transit #: 121000248Attention: Financial ControlReference:

FBO Owner NameSocial Security NumberIRA #: 740501-R3IRA Name: Great-West Lifetime Advantage Roth IRA®

Regular mail address for the check and form (if mailed together):

Great-West Trust Company, LLCPO Box 910893Denver, CO 80291-0893

Overnight mail address for the check and form (if mailed together):Wells Fargo, N.A.Great-West Trust Co/IRA Dept 8931700 Lincoln St Lower Level 3Denver, CO 80274Contact: Great-West Retirement Services®

Phone #: 1-877-804-6257

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 AcknowledgementsInvestment 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 1-866-317-6586 or access the Web site at www.ira.gwrs.com in order to transfer monies from the default investment option. Also, I understand all contributions received after my account is established will be applied to the investment options I have 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 Email Address - By providing Service Provider with my email address during this Application Process, I acknowledge and agree that I am responsible for immediately notifying Service Provider of any changes to my email address and I am solely responsible for any liability that may arise out of my failure to provide such updates. I agree to receive via the email address I provided documents related to my Great-West Lifetime Advantage IRA® account, including without limitation account statements, activity confirmations, updates to my account agreements, tax and/or regulatory notices or disclosures, and any other documents which Service Provider or its affliates provide now and/or in the future. I understand that I may elect to no longer receive electronic delivery of documents by providing notification to Service Provider.

Please remember to sign and date page 5 and fax pages 1 through 6 (inclusive) of this application to 1-866-633-5212 and forward the funds according to the instructions below.

IRA Name: Empower Retirement Roth IRA

IRA Name: Empower Retirement Roth IRA

Retirement Solutions Center

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 speci cally consent to Custodian allocating all monies to the default investment option identi ed in the Individual Retirement Custodial Account Agreement. Once my account has been established, I understand that I must call the Voice Response System at 1-866-317-6586 or access the Web site at www.empower-retirement.com/ira in order to transfer monies from the default investment option. Also, I understand all contributions received after my account is established will be applied to the investment options I have most recently selected.

Owner Email Address - By providing Service Provider with my email address during this Application Process, I acknowledge and agree that I am responsiblefor immediately notifying Service Provider of any changes to my email address and I am solely responsible for any liability that may arise out of my failure to provide such updates. I agree to receive via the email address I provided, documents related to my Empower Retirement IRA account, including without limitation account statements, activity con rmations, updates to my account agreements, tax and/or regulatory notices or disclosures, and any other documents which Service Provider or its af iates provide now and/or in the future. I understand that I may elect to no longer receive electronic delivery of documents byproviding noti cation to Service Provider.

5






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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 1-866-317-6586.

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 SignaturesI 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:

http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx.

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.

Note: Owner forward form as shown on Page 4 in the Payment Instructions section.

Owner Signature Date

For questions, please call: 1-877-804-6257

Great-West Financial® refers to products and services provided by Great-West Life & Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York (GWL&A of NY), Home Of ce: White Plains, NY; and their subsidiaries and af liates, including Great-West Funds, Inc. and Great-West Trust Company, LLC. All trademarks, logos, service marks, and design elements used are owned by their respective owners and are used by permission.

Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company (GWL&A), Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Of ce: White Plains, NY; and their subsidiaries and af liates. The trademarks, logos, service marks, and design elements used are owned by GWL&A.

Managed Account Service Fee - If I elect the Managed Account Service, a quarterly fee will be assessed. If I wish to opt-out in the future, I will call an AAG Representative at 1-866-317-6586.

Financial Advisor Information NOTE: This section is not applicable if the IRA Applicant has selected the Managed Account Service.

Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company (GWL&A),Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Of ce: NY, NY; and their subsidiaries and af liates. All trademarks, logos, service marks, and design elements used are owned by their respective owners and are used by permission.





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GREAT-WEST LIFETIME ADVANTAGE IRA – ROTH FEE SCHEDULE1

Set-Up Fee $60 for initial deposits of $5,000 or less Transfer-In/Rollover-In Fee $0 Annual Administration Fee $50, if account balance is $5,000 or less; $30, if account balance is greater than $5,000 but

less than$30,0002; $0, if account balance is greater than $30,0002

Transaction Fees $0 Asset Holding Fees $0 Account Closure Fee3 $50 Sales Load $0 Miscellaneous Fees 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.

Advisory Services4

On-Line Investment Guidance

QuarterlyFee

AnnualFee

No Fee No Fee

On-Line Investment Advice

QuarterlyFee

AnnualFee

$6.25 $25

Managed Accounts Account Balance

QuarterlyFee

AnnualFee

<$100,000 0.1375% 0.55% Next $150,000 0.1125% 0.45% Next $150,000 0.0875% 0.35%

>$400,000 0.0625% 0.25%

Initial Investment, Distribution, and Account Balance Minimums

Minimum Initial Investment5 $500 Minimum Distribution Amount $50 Minimum Balance Required to Keep IRA open $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.

1 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. 2 Determined as of each calendar quarter end date. 3 Assessed when the account is closed upon full distribution or transfer of the IRA, or when the IRA balance falls below $50 (in which case the IRA

Custodian will terminate the IRA.) 4 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 www.adviserinfo.sec.gov. 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.

5 Minimum Initial Investment Requirement may be waived for incoming rollover initiated due to mandatory distribution provisions under an eligible retirement plan.

1

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 Corporation805 15th Street, N.W. Suite 800Washington, D.C. 20005-2215

Email: [email protected] Tel: (202)371-8300

Information about SIPC is also available at www.sipc.org.

less than$30,000 ;$0, if account balance is greater than $30,0002, , ;$30, if account balance is greater than $5,000 but

less than$30,0002;2$50, if account balance is $5,000 or less;

$75

$75

Assessed when the account is closed upon full distribution or transfer of the IRA, or when the IRA balance falls below $75 (in which case the IRA Custodian will terminate the IRA.)

$0

$35,

Empower Retirement Roth IRA





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ADVISED ASSETS GROUP, LLC ADVISORY SERVICES 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.

ABOUT US

Advised Assets Group, LLC ("AAG") is a federally registered investment adviser and wholly owned subsidiary of Great-West Life & Annuity Insurance Company ("Great-West"). AAG offers its services to retirement account recordkeepers for use by plan participants or to owners of an Empower Retirement Individual Retirement Account ("IRA"). Through these arrangements, AAG provides guidance, advisory, and management solutions to plan participants and IRA account holders.

FEES FOR THE SERVICE

AAG offers three levels of service: Online Investment Guidance, Online Investment Advice and Managed Account. Fees for each service are shown below. The chart below reflects the applicable billing period and annual fee amount.

Online Investment Guidance Quarterly Fee Annual Fee

No Fee No Fee

Online Investment Advice Quarterly Fee Annual Fee

$6.25 $25.00

Managed Account Participant Account Balance Quarterly Fee Annual Fee

< $100,000.00 0.1375 % 0.55 % Next $150,000.00 0.1125 % 0.45 % Next $150,000.00 0.0875 % 0.35 %

> $400,000.00 0.0625 % 0.25 %

For example, if your account balance subject to the Managed Account service is $50,000.00, the maximum annual fee is 0.55% of the account balance. If your account balance subject to the Managed Account service is $500,000.00, the first $100,000.00 will be subject to a maximum annual fee of 0.55% (quarterly 0.1375%), the next $150,000.00 will be subject to a maximum annual fee of 0.45% (quarterly 0.1125%), the next $150,000.00 will be subject to a maximum annual fee of 0.35% (quarterly 0.0875%), and any amounts over $400,000.00 will be subject to a maximum annual fee of 0.25% (quarterly 0.0625%). For example, the maximum quarterly fee for an account balance less than $100,000.00 (subject to maximum annual fee of 0.55%) would be 0.1375% quarterly, as demonstrated above. The fees for Online Investment Advice and the Managed Account service will generally be debited from your account based on AAG's Form ADV Brochure and the terms of service and billing period agreed upon by your plan sponsor; however, if you cancel participation in the Managed Account service, the fee will be based on your participation in the service through the date of cancellation. Use of Online Investment Advice at any time during a billing period will result in your account being debited the billing





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period fee. If your Plan terminates its agreement with AAG or with its recordkeeper, the fee will be debited based on your participation in the service through the date of such termination. The fee you are charged depends on the Plan you participate in, and in certain instances, the fees charged may actually be lower than the fee depicted.

Important for retirement plan participants

Your plan sponsor or recordkeeper may have negotiated lower fees or different billing periods. Your Managed Account fee may include an additional solicitation fee in an amount up to 0.25% annually of the total assets under management. If your plan sponsor has engaged a solicitor, your Managed Account fee will be higher than if a solicitor were not engaged. Please review AAG's Form ADV Brochure and contact your plan sponsor or plan administrator to confirm your fees for AAG services and the applicable billing cycle.

Retirement plan participants may also receive the Managed Account service for a free look period of 90 days from the date of your initial enrollment, after which the appropriate fee listed above will be assessed to your account. If you do not opt-out by the end of the free look period, you will be assessed a fee for the entire billing period as described in the section entitled, "Fees for the Service." Please contact your plan sponsor to determine if the free look period applies to your plan. You may contact AAG for the date of your Managed Account enrollment.

Your acceptance of the terms and conditions of this Agreement constitutes your authorization for AAG to deduct the billing period fee. The fees are subject to change. AAG reserves the right to offer discounted fees or other promotional pricing.

DESCRIPTION OF SERVICES

AAG offers the following investment advisory services: Online Investment Guidance, Online Investment Advice, and Managed Account through Advisory Services to retirement plan participants and to IRA Account holders. Retirement plan participants may receive all or some of the services listed below as determined by the plan sponsor. If you are enrolled in multiple accounts with your employer, you must select the level of Advisory Service for each account. Please contact AAG for further details as to whether this applies to your account(s).

Online Investment Guidance. The Online Investment Guidance service is geared toward users who wish to manage their own retirement accounts. Users are provided access to online guidance tools.

Online Investment Advice. Online Investment Advice service is geared toward users who wish to manage their own retirement plans while taking advantage of online guidance and investment advice. You 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. AAG does not provide advice for, or recommend allocations of, individual stocks (including employer stock), self-directed brokerage accounts, guaranteed certificate funds, or employer-directed monies.

Managed Account. The Managed Account service is geared toward users who wish to have a financial expert select among the available investment options and manage their retirement accounts for them. You will receive a personalized investment portfolio that reflects your investment options and your retirement timeframe, life stages and overall financial picture, including assets held outside your account (if you elect to provide this information), which may be taken into consideration when determining the allocation of assets in your account (AAG will not provide advice for, recommend allocations of, or manage your outside accounts). Under the Managed Account service, AAG has discretionary authority over allocating your assets among the core investment options without your prior approval of each transaction. AAG is not responsible for either the selection or maintenance of the investment options





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available within your retirement account or IRA. If available in your account, AAG will not provide advice for, or recommend allocations of, individual stocks (including employer stock), self-directed brokerage accounts, guaranteed certificate funds, or employer-directed monies. Your balances in any of these investment options or vehicles may be liquidated, subject to your plan's and/or investment provider's restrictions.

Managed Account assets in the core investment options will be automatically monitored, rebalanced and reallocated periodically (approximately quarterly) by AAG, based on data resulting from the methodologies and software employed by the Independent Financial Expert, currently Morningstar Investment Management, LLC ("Morningstar Investment Management"), to respond to market performance and to ensure optimal account performance over time. You will receive an account update and forecast statement annually and can update your personal information at any time by contacting AAG.

To determine which services are available to you, please refer to the communication materials provided by AAG or ask your plan sponsor.

INFORMATION FOR PARTICIPATION IN THE SERVICE

Information Gathered to Provide the Service. You must provide all data that is necessary for AAG to perform its duties under this Agreement, including but not limited to: your date of birth, income, gender, and state of residence, which AAG may rely upon in providing the services to you. For each service described above, if the data supplied by you or your Plan Sponsor, if applicable, does not meet the methodology requirements, we will attempt to contact you for updated information. If this is not completed, your enrollment in the service may not be completed or may be terminated.

If you participate in the Managed Account service, you will receive a Welcome Kit shortly after enrollment. Please review the Welcome Kit carefully and contact AAG to update or correct any incorrect personal information. You will also receive an Annual Kit each year, providing you with a detailed analysis of your account. Your Annual Kit will also confirm your personal data which is used to provide you with personalized account management. You may also provide additional information, at any time, regarding your retirement age, desired retirement income replacement, social security start date, other income and expenses, spousal and dependent information. The savings rate provided by your retirement plan recordkeeper may not include profit sharing, pensions or employer matches to your retirement plan(s). Please contact AAG to verify these amounts.

It is important that you update your personal data with AAG on a regular basis in order to ensure that your account management is suited to your needs and goals.

Additional Information for Users of the Service

Methodology. The Advisory Services methodology is powered by Morningstar Investment Management. Morningstar Investment Management first builds stable, consistent asset allocation models at various risk levels. Based on Monte Carlo simulations of the user's resources, liabilities, and human capital, an appropriate asset level portfolio is selected and a savings rate and retirement age are determined that best suits each user's situation. The asset class level model portfolios are revisited annually. Investment options from the account's menu are then selected to implement each asset-level model portfolio. These investment options are monitored and rebalanced quarterly.

IMPORTANT: The projections or other information generated by the advisory service tool 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.





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Additional Fees May Apply. Certain investment options in your account 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 to you. Any redemption fees will be deducted from your account balance.

Assets Managed. If you elect the Managed Account service, your eligible account balance will be allocated to the Managed Account service. You may not invest in other core 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 your AAG's existing toll-free customer service number. This includes functionality for fund-to-fund transfers, change fund allocations, or utilization of dollar cost averaging and/or rebalancer. Once enrolled, you retain full inquiry access to your account. You may also change contributions, take distributions and provide other updates to your personal information. Full access will be restored to your account within one business day after you cancel participation in the Managed Account service.

Cancellation. You may cancel participation in the Managed Account service at any time by completing the cancellation form available online or by calling AAG. Once you have opted-out of the Managed Account service, you are responsible for managing your own account. In addition, your allocations and account balance (if applicable) will have already been established according to the Managed Account allocations. You will need to initiate your own allocation changes and/or transfers if you wish to change your investment allocations from the Managed Account allocations.

Initial Allocation for IRA Account Holders. 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.

Important note for accounts with a guaranteed lifetime withdrawal benefit. If you are within ten years of your targeted retirement date and enroll in the Online Investment Advice or Managed Account services, AAG may recommend or allocate a percentage of your account (which may be up to 70% of total known retirement assets, as deemed appropriate by the Advisory Services methodology) to what is commonly known as a guaranteed lifetime withdrawal benefit ("GLWB"). Allocations to the GLWB will result in an additional fee that is in addition to the fees noted within the fee table above. This fee is not charged by AAG but it may be charged by an affiliate of AAG. If you have previously purchased a GLWB product, your new allocation may be reduced (including to zero) or increased following your enrollment into the Managed Account service. Please read the Summary Disclosure Statement carefully. You may cancel your enrollment in the service at anytime.

DISCLAIMERS

AAG uses reasonable care, consistent with industry practice, in providing services to you. AAG, your plan sponsor and/or the recordkeeper or IRA account provider, as applicable, 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 (including employer stock), self-directed brokerage accounts, guaranteed certificate funds, or employer-directed monies, even if they are available for investment in your plan or IRA. We do not select the investment options available for investment in your plan or IRA. By recommending allocations among the available investment options, we are not endorsing the selection of particular investment options available in your plan or IRA.





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AAG, the plan sponsor and/or the recordkeeper or IRA account provider, as applicable, 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. Neither AAG nor your Plan Sponsor will 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, 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 THE PLAN SPONSOR, IF APPLICABLE, 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 and its officers, directors, shareholders, parents, subsidiaries, affiliates, employees, consultants, agents and licensors, your employer, the Plan Administrator and/or recordkeeper, Plan Sponsor, Plan trustees, Plan fiduciaries, their agents, employees, and contractors or IRA provider, as applicable, 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.

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). AAG is not a fiduciary with respect to guidance (Online Investment Guidance). AAG may not assign this Agreement (within the meaning of the Investment Advisors Act of 1940 ("Advisors Act")) without your consent. You may not assign this Agreement. Unless otherwise agreed to in your plan's agreement with AAG, if applicable, 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. If you are a participant in a retirement plan, please contact your plan sponsor to determine proper venue for actions brought under this agreement. 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. You agree that any amounts owed to you arising under this contract shall incur interest no less than the current Federal Funds rate plus 3% per annum. If for any reason a





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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 Plan's agreement with AAG, or upon termination of your Plan's service agreement with its recordkeeper, if applicable. Nothing in this Agreement shall be construed to waive compliance with the Advisors Act, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable, or any applicable rule or order of the Department of Labor under ERISA. 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; suppliers 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 your acceptance of the modified terms of this Agreement. This Agreement shall inure to the benefit of AAGs successor and assigns.

All securities transactions that occur as a result of the advisory services are executed by GWFS Equities, Inc., ("GWFS") an affiliated broker/dealer. GWFS may receive 12b 1 fees or other compensation from the investment option providers, including mutual funds and their sponsors and affiliates, for the sale of fund shares allocated to participant accounts and/or for other services. The amount of 12b-1 fees and/or other compensation GWFS may receive from an investment provider varies. In addition, registered representatives of GWFS may provide wholesaling, direct sales, enrollment and/or communication services to retirement plans and their participants for which AAG may also provide its services. For these services, GWFS may receive fees either from the plan or from the investment providers (fund families), as described above. Participants in the Online Investment Advice or Managed Account service may have allocations to investment options that result in GWFS receiving 12b-1 fees or other compensation. Allocations to the investment options are solely determined and based on Morningstar Investment Management's software, not determinations made by AAG. The compensation paid by AAG to Morningstar Investment Management for Morningstar Investment Management's proprietary software advice program does not vary based on the allocations made or recommended by Morningstar Investment Management. Because Morningstar Investment Management 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.

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





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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 may collect personal information about you from your plan sponsor or employer, if applicable, from applications or other forms that you complete, from your plan or service provider, and from our affiliates you have conducted business with. Such information includes without limitation; your name, address, age, salary, number of dependents, plan 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. AAG does not specifically collect your social security number for use with the service.

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);

If applicable, we need to share your personal information with your employer, plan sponsor and/or plan provider in order to provide the services described in our contract with your employer, plan sponsor and/or plan provider; 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 user of 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. To correct, amend or supplement your personal information, you may contact us at your existing toll-free customer service number.

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.

Since its inception, AAG has focused on establishing, refining and continually improving the process of investment planning for plan sponsors, plan participants and IRA account holders. 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 plan participants while minimizing fiduciary risk to plan sponsors.

Additional information about the services provided by AAG may be found in AAG's Form ADV Part II, which is available free of charge on-line at www.adviserinfo.sec.gov or upon request by calling AAG at





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the toll free number listed in your communication materials or writing AAG at: 8515 East Orchard Road, Greenwood Village, Colorado 80111.

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).

ABOUT MORNINGSTAR INVESTMENT MANAGEMENT

AAG has teamed with Morningstar Investment Management, 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.

Morningstar Investment Management 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.

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.

Your investment line up and Managed Account allocations may include mutual funds issued by Great-West Funds and Putnam Investments or insurance products issued by Great-West, its parent company, or Great-West Life & Annuity Insurance Company of New York ("GW-NY"). Great-West Funds, Putnam Investments, their respective fund managers and GW-NY are affiliates of AAG. Morningstar Investment Management or its affiliates may provide asset allocation services for AAG affiliates for which fees may be paid. For the Great-West Funds offered within the Managed Account service, Morningstar Investment Management has agreed to waive these fees. For more information, please see the applicable fund prospectus.

For retirement plan participants, the investment options in your retirement plan are selected solely by the plan or plan sponsor. In addition, AAG does not receive compensation from its parent company or any of its affiliate in bringing or offering Insurance Products or Directed Options to AAG's advisory clients.

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 the 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.





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®2008 Ascensus, Inc., Brainerd MN

ROTH INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT AGREEMENT Form 5305-RA under Section 408A of the Internal Revenue Code

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 1.408-6. 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 2004. 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.

FORM (REV. MARCH 2002) 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 1.408-5 and 1.408-6, 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.

9.02 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.

9.03 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.

9.04 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 connection with the Roth IRA. The Custodian and Service Provider have no duty to determine whether Depositor’s





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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.

9.05 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.

9.06 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 default investment option including a money market mutual fund, an FDIC insured bank deposit, if available, or other investment vehicle 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

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





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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 1.408-2(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.

9.09 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.

9.10 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.

9.11 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.

9.12 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 .

9.13 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.

9.13 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.

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.

9.15 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.

9.16 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






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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).

DefinitionsIRA 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.





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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 2015.

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 phase-out 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.

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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.

2015 Adjusted Gross Income* Applicable Percentage Joint

Return Head of a

Household All Other

Cases

$1 – 36,500 $36,501 – 39,500 $39,501 – 61,000

Over $61,000

$1 – 27,375 $27,376 – 29,625 $29,626 – 45,750 Over $45,750

$1 – 18,250 $18,251 – 19,750 $19,751 – 30,500

Over $30,500

50 20 10

0

*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

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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, 2012.

2. 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, first-out 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

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 www.irs.gov.

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.

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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, 2008. 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, 2009. To obtain more information on this type of rollover, you may wish to visit the IRS website at www.irs.gov.

10. 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 www.irs.gov.

11. 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 court-approved 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 employer-sponsored 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 2015. 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.

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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. 2501.

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.

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 1-800-TAX-FORM, or by visiting www.irs.gov 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 www.irs.gov.

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 www.irs.gov.

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PRIVACY NOTICEThe Great West Family of Companies protects your privacy. We have policies to keep your nonpublic personal information private. We mayshare it with affiliates and third parties that we do business with, and in other ways permitted by law.

Revised 08/2015 (standard + CA)

The Great West Family of Companies includes:Great West Life & Annuity Insurance CompanyThe Great West Life Assurance Company (US operations)Great West Life & Annuity Insurance Company of NewYorkGreat West Financial Retirement Plan Services, LLCAdvised Assets Group, LLCGWFS Equities, Inc.The Canada Life Assurance Company (US operations)Emjay CorporationEmpower RetirementFASCore, LLCGreat West Life & Annuity Insurance Company of SouthCarolinaGreat West Capital Management, LLCGreat West Funds, Inc.Great West Trust Company, LLCWestkin Properties Ltd.

GWFS Equities, Inc. is a Member of the Securities InvestorProtection Corporation (“SIPC”). You may obtain informationabout SIPC, including the SIPC brochure at:Securities Investor Protection Corporation805 15th Street, N.W. Suite 800 Washington, D.C. 20005 2215Email: [email protected] Tel: (202)371 8300Information about SIPC is also available at www.sipc.org.

Empower Retirement refers to the products and services offered in theretirement markets by Great West Life & Annuity Insurance Company,Great West Life & Annuity Insurance Company of New York, and theirsubsidiaries and affiliates.

Our Websites. When you visit our websites, we may collecttechnical and navigational information, such as device type,browser type, Internet protocol address, pages visited, andaverage time spent on the websites. We use this information fora variety of purposes, such as maintaining the security of youronline session, online advertising, facilitating site navigation,improving our websites’ design and functionalities, andpersonalizing your experience. Additionally, we use temporaryand/or persistent cookies, web beacons and other similartechnologies (“cookies”) to support the operation of the GreatWest Family of Companies’ websites.Cookies are text files that are placed by a client server onto thebrowser of a visitor to a website. These files are harmless to yourcomputer, and store navigation information as you movethroughout the website. These cookies help us to collectinformation about visitors to our websites. We also use cookiesfor security purposes and to personalize your experience, such ascustomizing your screen layout. On their own cookies do notcontain or reveal any personally identifiable information.However, if you choose to furnish us with personally identifiableinformation, this information can be associated with the datacollected using the cookies.

The Great West Family of Companies and third party serviceproviders we hire may use cookies in online advertising. We donot share personally identifiable information about ourcustomers with these third party service providers, and they donot collect such information for us. These third party serviceproviders help us determine which products and services offeredby the Great West Family of Companies may be of interest toyou. These service providers may collect information about youractivity on our websites using cookies and other technologies toanalyze, for example, pages visited, search engine referrals,browsing patterns, and responses to advertisements andpromotions. Such service providers may only collect and use suchinformation for purposes specified by us and not for their ownpurposes. Third party advertising companies may use thesecookies to optimize the placement by the Great West Family ofCompanies of our online advertisements on unaffiliated websites.We do not share personally identifiable information about ourcustomers with these third party service providers, and they donot collect such information for us.You can refuse or delete cookies. Most browsers and mobiledevices offer their own settings to manage cookies. If you refusea cookie when accessing one of the Great West Family ofCompanies’ websites, or if you delete cookies, you mayexperience some inconvenience in your use of our websites. Forexample, you may not be able to sign in and access your account,or we may not be able to recognize you, your device, or youronline preferences.

Information We Collect. We collect and store information. Itcomes from forms that you complete, when you access ourwebsites, from business you have conducted with us and otherparties we do business with, and from consumer and insurancereporting companies.

Security of Your Information. We have physical, administrative,and technical safeguards in place to protect your privacy.

Access to Information. The only persons who have access to yourrecords are those who need it for business reasons.





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PRIVACY NOTICEThe Great West Family of Companies protects your privacy. We have policies to keep your nonpublic personal information private. We mayshare it with affiliates and third parties that we do business with, and in other ways permitted by law.

Revised 08/2015 (standard + CA)

Our Information Sharing Practices. We limit the information weshare and the parties we share it with. We share yourinformation to help you do business with us. What we sharedepends on the types of products or services you request. As weare only permitted to share your information in ways described inthis notice, the Great West Family of Companies do not respondto “do not track” signals or similar digital privacy mechanisms. Forexample, we may share information:

from business forms that you complete (such as yourname, address, SSN, plan or ID number, assets and incomefrom your application)about your business with us, or others (such as your policyor contract coverage and benefits and payment history)about your relationship with us (such as the products orservices you purchased)from your employer, benefit plan sponsor, or group product(such as your name, address, SSN, plan or ID number andage)from consumer and insurance reporting organizations (suchas your credit, financial or health history; please note, theseorganizations may retain information provided to us anddisclose it to others)from other third parties (such as health and demographicinformation)from visitors to our websites (such as information youprovide online by completing forms, site visit data and“cookies”)

Sharing of Health Information. We won’t share your healthinformation, unless such sharing is permitted or required by law.For a description of how we share your health information, pleasecontact our Privacy Officer at the address noted below.

Sharing Information with Other Parties. You may permit us toshare your information with other parties. Your information maybe shared without your consent with our affiliates and other thirdparties if permitted by law. We do not share your information forany purpose that requires an opt in or opt out.

Our affiliates are listed and include, but are not limited to, ourbroker dealers and our trust company. Your information may beshared to serve you better or to make it easier for you to dobusiness with us.

We may also share your information with vendors and financialinstitutions. Vendors perform services for us such as processingtransactions. Financial institutions such as banks have marketingagreements with us. We have agreements with these partiesrequiring them to protect the privacy of your information. Theyare not allowed to use the information other than as specified orpermitted by law.

Other disclosures that may be made without your consentinclude:

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 foran audit;In connection with a sale or merger of all or part of ourbusiness;To a government agency to determine your eligibility forbenefits they may have to pay for;To a peer review committee to evaluate a medicalprofessional;To a certificate holder or policyholder to provideinformation about the status of a transaction.

Our Treatment of Information about FormerCustomers. If our relationship ends, we will notshare your information with third parties except asthe law requires or permits.

Access to Information. You may access yourinformation by submitting a written request thatdescribes the information. We will respond within 30business days or as required by state law. Ourresponse will explain the nature and substance ofthe information on record. We will identify, ifrecorded, the parties we shared your informationwith over the last 2 years.

Right to Correct, Amend or Delete Information. Youmay submit a written request to us to correct,amend or delete any information in our records. Wewill respond to your request within 30 business daysor as required by state law.If we agree to your request, we will notify you inwriting. We will provide the corrected informationto any person you identify that has received theinformation in the last 2 years and to any insurancereporting organization we may have provided theinformation to over the last 7 years. If we refuseyour request, we will explain why and you will havethe 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 noticeand post the new policy on the www.greatwest.comwebsite.

Chief Privacy OfficerGreat West Life & Annuity Insurance Company8525 East Orchard RoadGreenwood Village, CO 80111





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BCP - GWFS Customer Notice (Ed. Sept. 2012)

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 inNew 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.





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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 www.finra.org. 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 firmsObtain online delivery of a background reportView explanatory information to help you better understand the content providedSee links of additional resources and tools

To get started, go to http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/ and click on the Start Search button. This website also allows you to submit questions you have about BrokerCheck via email.

Alternatively, you can learn more about BrokerCheck by calling FINRA’s BrokerCheck Hotline1-800-289-9999. 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 accountwithin the time period specified by state law.





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Item 1 – Cover Page

ADVISED ASSETS GROUP, LLC

Disclosure Brochure for:

Online Investment Guidance,Online Investment Advice, &Managed Account Service

&Empower Retirement IRA

8515 East Orchard RoadGreenwood Village, CO 80111

Telephone for Participants in Employer Sponsored Retirement Plans: 844 302 2448Telephone for Account Holders of the Empower Retirement IRA: 866 317 6586

March 30, 2016

This Brochure provides information about the qualifications and business practices of AdvisedAssets Group, LLC (“AAG”). Specifically, this Brochure provides information on the advisory servicesprovided by AAG and sub advised by Morningstar Investment Management, LLC (“MorningstarInvestment Management”). If you have any questions about the contents of this Brochure, pleasecontact us at (844) 737 3817. The information in this Brochure has not been approved or verified by theSecurities and Exchange Commission (“SEC”) or by any state securities authority.

AAG is a registered investment adviser. Registration of AAG does not imply any level of skill or training.The oral and written communications of AAG provide you with information about which you determineto hire or retain AAG.

Additional information about AAG is available on the SEC website at www.adviserinfo.sec.gov.





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Item 2 – Material Changes

AAG provides this disclosure document on Part 2A of Form ADV (“Brochure”) to its existing, new, andprospective investment management clients. On an annual basis, we will provide you with a summary ofany material changes to this Brochure and subsequent Brochures within 120 days of the close of each fiscalyear, or no later than April 30th. AAG will update item 2 – Material Changes to discuss specific materialchanges made to the Brochure since its previous update, and will provide clients with a summary of suchchanges. We will also reference the date of our last annual update of our Brochure. We will furtherprovide you with a new Brochure as necessary based on changes or new information, at any time, withoutcharge. You may request a copy of this Brochure – free of charge – at the telephone number listed on thecover page of this Brochure.

This section of the Brochure highlights and discusses any changes that were made since AAG’s last annualupdate dated March 31, 2015. This year’s Brochure was updated to address any out of date information;additionally we made other changes throughout the document in order to provide information clearly andconcisely. There were no material changes to this Brochure from its last filing.

Additional information about AAG is also available via the SEC’s web site www.adviserinfo.sec.gov. TheSEC’s web site also provides information about any person affiliated with AAG who is registered, or arerequired to be registered, as an investment adviser representative with AAG.





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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...................................................................................................................... 9

Item 6 – Performance Based Fees and Side –by Side Management .............................................................. 11

Item 7 –Types of Clients ............................................................................................................................... ...11

Item 8 – Methods of Analysis and Investment Strategies .............................................................................. 11

Item 9 – Disciplinary Information ................................................................................................................... 13

Item 10 Other Financial Industry Activities and Affiliations ......................................................................... 13

Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..................15

Item 12 – Brokerage Practices ........................................................................................................................ 16

Item 13 – Review of Accounts......................................................................................................................... 16

Item 14 – Client Referrals and Other Compensation...................................................................................... 18

Item 15 Custody ............................................................................................................................... .............18

Item 16 – Investment Discretion..................................................................................................................... 18

Item 17 – Voting Client Securities ................................................................................................................... 18

Item 18 – Financial Information...................................................................................................................... 18

ADV Part 2B—Brochure Supplement…………………………………………………………………………………………………………20





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Item 4 – Advisory Business

Description of Advisory Firm

Advised Assets Group, LLC (“AAG”) is, and has been a federally registered investment adviser since 2000 and submits noticefilings with state securities divisions in all 50 states, the District of Columbia, Guam, US Virgin Islands and Puerto Rico. AAGoffers investment management and advisory services primarily to plan sponsors of employer sponsored retirement plans suchas 401(a), 401(k), 403(b) and 457 plans, including government entities and their participants (“participants” or “individuals”)for which AAG has an agreement with the administrative services provider (“recordkeeper”). AAG additionally makes availablea suite of services to all account holders of the Empower Retirement IRA (“IRA account holder”, “account holder” or“individual”). More information including an applicable Brochure for all of the services offered by AAG can be obtained bycontacting AAG at the number provided on the cover page of this Brochure or by visiting AAG’s website at:www.advisedassetsgroup.com. AAG’s principal place of business is located in Greenwood Village, CO.

Types of Services

AAG provides a full range of direct account holder level and participant level investment services (the “Services”) andindirectly through private label arrangements with institutional partners. The Services include Online Investment Guidance,Online Investment Advice and the Managed Account service as well as Spend Down Advice, Financial Planning Service(currently unavailable for IRA account holders) and Retirement Income Projection Tools and Services. AAG provides itsServices through a proprietary, computer based software program, developed and maintained by Morningstar InvestmentManagement LLC (“Morningstar Investment Management”). Services provided by Morningstar Investment Managementwere formerly provided by Ibbotson Associates, Inc. which merged with Morningstar Investment Management LLC effectiveJanuary 1, 2016. Enrollment in any of AAG’s Services does not guarantee future results and is not a guarantee that Planparticipants or account holders will achieve their individual retirement goals.

Morningstar Investment Management LLC

Morningstar Investment Management is a federally registered investment adviser wholly owned by Morningstar, Inc. and isnot affiliated with AAG or any company that is affiliated with AAG. Morningstar Investment Management is located inChicago, IL and a copy of their Form ADV Part 2A and Part 2B brochures may be obtained at www.adviserinfo.sec.gov.Morningstar Investment Management serves as an independent financial expert (“IFE”), in accordance with the Departmentof Labor SunAmerica Advisory Opinion 2001 09A, dated December 14, 2001 (the “SunAmerica Opinion”). The plan, PlanSponsor or plan fiduciary must select and maintain at all times investment options that cover broad asset categories. Theinvestment options selected for the plan or IRA generally consists of a broad range of asset classes (for example, mutual fundsin the fixed income/cash alternatives, bond, large cap, small cap, small/mid cap and international asset classes called “CoreInvestment Options” some of which may be 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 providedin Item 10 – Other Financial Industry Affiliations. Item 8 of this Brochure discusses the general risks of investing; such risksassociated with the Core Investment Options can vary significantly with each particular investment category and the relativerisks of categories may change. Accordingly, AAG may make changes from time to with regard to the availability of certainCore Investment Options. The fees, risks, plan sponsor/plan provider/participant/account holder responsibilities andlimitations for each of these services are discussed in greater detail in this Brochure. Fees and expenses are also fullyexplained in the respective prospectus and Statement of Additional Information materials which accompany each InvestmentOption, as applicable.

Certain of AAG’s Services (as discussed in greater detail below) rely on Morningstar Investment Management’s proprietarymethodology which is based on a review of available quantitative data to analyze and screen the investment options within aplan. Morningstar Investment Management also applies qualitative analysis by investment professionals, such as evaluationsof investment managers, portfolios and individual investments. The primary sources of information used by MorningstarInvestment Management are the extensive databases and methodologies of Morningstar Investment Management and/or itsaffiliates, and interviews with investment managers. Other sources include financial publications, annual reports,prospectuses, press releases, and filings with the SEC. Morningstar Investment Management combines this information withother factors—including actuarial data, stock market exposure, probability analysis, and mean variance optimization—into aproprietary software program to analyze a complex set of market data and variables. The result is an advanced model that canprovide investment recommendations and a projection of different outcomes. Using this model, Morningstar InvestmentManagement develops an investment strategy tailored to your investment goals.





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1. Online Investment Guidance Service

AAG’s Online Investment Guidance service developed by Morningstar Investment Management provides participants withaccess to sophisticated but easy to use online account planning, advisory and analytical tools that assist theparticipant/account holder in selecting their own asset classes and building a diversified portfolio. Using the OnlineInvestment Guidance service, participants/account holders are provided with general asset allocation information based onthe Core Investment Options that are available within the participant’s plan or are available in the Empower Retirement IRA.In addition, with the Online Investment Guidance service a participant/account holder can receive an objective savings raterecommendation that may assist the participant in achieving his/her retirement goals. The Online Investment Guidanceservice does not provide fund specific recommendations. The asset allocation recommendations, education and otherinvestment related services provided under the Online Investment Guidance service do not constitute investment adviceunder the Investment Advisers Act of 1940.

2. Online Investment Advice Service

AAG’s Online Investment Advice service is also based on the software program developed by Morningstar InvestmentManagement and provides the participant/account holder with retirement goal forecasting advice and fund specific assetallocation recommendations tailored to the specific participant’s/account holder’s financial situation and retirement goals.The Online Investment Advice service is geared for individuals who wish to manage their own retirement account with theassistance of the Online Investment Guidance service tools and investment advice.

The Online Investment Advice service provides the participant/account holder with a retirement goal forecast through the useof various assumptions and hypothetical financial and economic scenarios based on a variety of different factors such ashistoric returns, market volatility, cross correlations, calculated risk premiums, interest rate fluctuations, inflation and marketconditions and other factors; all of which have limitations, however. The individual can interact with the Online InvestmentAdvice service to see how changes in the individual’s decisions about their savings, expected retirement age, level ofinvestment risk and retirement income goal may affect the system’s forecast. Participants/account holders who enroll in theOnline Investment Advice service are responsible for determining the portfolio allocation that is best suited for their needsand which meets their investment strategy.

The investment recommendations provided by the Online Investment Advice service are limited to the available CoreInvestment Options within the participant’s specific retirement plan or in the Empower Retirement IRA. The OnlineInvestment Advice service does not make any recommendations concerning investing in any individual stocks or other assetclasses, including employer stock that may be an investment option under the participant’s retirement plan.Participants/account holders are informed when accessing the Online Investment Advice service that the advice should not beconsidered an approval or endorsement of the available investment options.

Participant/IRA account holder Responsibilities

Participant/account holders are responsible for making their investment decisions and may implement the Online InvestmentAdvice service recommendations either manually or online. Participants/account holders are also solely responsible forreviewing and updating the information they input in the Online Investment Advice service with respect to the completeness,accuracy and timeliness of the information. Participants/account holders should review their retirement accounts periodicallyto monitor changes in the market and the value of their investments. Neither AAG nor Morningstar Investment Managementhas an obligation to update any information for a specific participant/account holder or to proactively contact the individualto obtain updated information. A failure by an individual to review and update their account information through the OnlineInvestment Advice service may materially affect the content and value of the Service.

Limitations on the Online Investment Guidance and the Online Investment Advice Services

The recommendations provided through the Online Investment Advice service and the information provided through theOnline Investment Guidance service are estimates only based on the responses or other information provided by or about theparticipant/account holder. Neither AAG nor Morningstar Investment Management make any guarantees or warranties,express or implied, as to the accuracy, timeliness, or completeness of such information. The Online Investment Advice andOnline Investment Guidance services are also subject to the general market and financial conditions existing at the time ofsuch usage.

The retirement goal forecast and investment recommendations provided by the Online Investment Advice and theinformation provided through the Online Investment Guidance services are not a guarantee of future results and are not a





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guarantee that a participant/account holder will achieve their retirement goals. The Online Investment Advice and the OnlineInvestment Guidance services should only be used by participants/account holders as a tool in their retirement planning andnot as a substitute for their own informed judgment. Neither AAG nor Morningstar Investment Management has an obligationto update any information for a specific individual or to proactively contact the individual to obtain updated information. Afailure by an individual to review and update account information through the Online Investment Advice and OnlineInvestment Guidance services may materially affect the content and value of services received from AAG.

3. Managed Account Service

AAG offers a discretionary managed account service (“Managed Account”), a professional and flexible asset managementprogram based on data resulting from the methodologies and proprietary software program developed and employed byMorningstar Investment Management. In the Managed Account service, AAG has discretionary authority over the allocation ofavailable Core Investment Options, without prior participant/account holder approval of each transaction. All ongoinginvestment transfers and investment direction changes are automatically implemented for individuals enrolled in theManaged Account service.

The Managed Account service designs a specific asset allocation portfolio for the participant/account holder that reflects theindividual’s retirement goals, life stages, risk tolerance and overall financial situation, taking into consideration other assetsand investments not included within the plan or IRA (based on information provided by the individual specific to theiraccount).

On a periodic (approximately quarterly) basis, individual accounts in the Managed Account service are automatically reforecasted, which may include rebalancing and reallocating the individual’s asset allocation portfolio in order to maintainalignment with the allocation percentages determined by Morningstar Investment Management through the use of variousassumptions 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, market conditions, and thepersonal financial circumstances of the participant/account holder. Participants/account holders receive an account updateand forecast statement annually and can update their personal information at any time by calling AAG at their plan’s toll freecustomer service number, or by visiting the appropriate website. Participant/account holder account assets in the CoreInvestment Options are automatically monitored and periodically updated on an annual basis unless AAG is instructed not todo so by the participant/account holder.

Some plan providers may offer a guaranteed lifetime benefit withdrawal option to plan participants who are approachingretirement or are in retirement. If the plan provider offers this service and if the participant meets the retirement criteriaestablished by the plan provider or plan sponsor, the investment strategy may include a suggested amount that can bewithdrawn while striving to maintain income throughout retirement. It may also include information about allocating aportion of the managed account balance for the purchase of an annuity or other guaranteed income product.

Limitations on the Managed Accounts Service

When participant/account holders enroll in the Managed Account service, the individual must transfer and allocate theirentire retirement account balance to the Managed Account. For participants, there is an exception of employer stock andemployer directed monies. Partial management of a participant/account holder’s account whereby the individual is investedin other investment options, such as individual stocks, other asset classes outside of the Core Investment Options, or selfdirected brokerage accounts while also participating in the Managed Account service is not an available alternative.Participant/account holder balances in any of these investment options or vehicles must be liquidated, subject to plan and/orinvestment provider restrictions, or the participant/account holder cannot be enrolled in the Managed Account service. Forparticipants, certain outside non advisable assets may be permitted while also participating in the Managed Account service;however, the participant’s entire account balance that is advisable must be allocated to the Managed Account service.

Once enrolled in the Managed Account service, participant/account holders delegate certain account management functionsto AAG including functionality for fund to fund transfers, change fund allocations, the dollar cost averaging tool and/or therebalancer tool. However, individuals in the Managed Account service retain full inquiry access to their account and may stillrequest approval for loans or take a distribution withdrawal, if permissible. Participants/account holders may un enroll at anytime from the Managed Account service and, once they do so, they resume full responsibility for the investment managementof their account. An individual may un enroll online or by contacting an AAG representative.





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4. Spend Down Advice

Participant/account holders that are enrolled in any of AAG’s Services discussed above are also provided with an additionalfeature of Spend Down Advice based on Morningstar Investment Management’s methodology, which provides the individualwith retirement planning tools. The Spend Down Advice illustrates how long the desired income may last in retirement anddetermines how much spendable income the participant/account holder may be able to sustain throughout their retirementyears. The Spend Down Advice provides both the amount and sources of income that can be spent throughout theirretirement years. The services provided under Spend Down Advice provide projections of spendable income and do notconstitute investment advice under the Investment Advisers Act of 1940.

5. Financial Planning Service

For certain plan clients, AAG will provide individualized financial planning services to the plan participant. This service iscurrently unavailable for IRA account holders. Financial planning services may be added to existing services in the future. Theparticipant is required to complete a comprehensive financial assessment. Based on the information provided by theparticipant and/or the Plan Sponsor, AAG with the assistance of third party financial planning software will provide theparticipant with a customized, comprehensive financial needs assessment. AAG’s financial planning service is limited toproviding the participant with a needs assessment; AAG will not market or provide advice on any product or service identifiedin the needs assessment other than AAG’s Services. The information provided to the participant under this service is through acontractual arrangement with an unaffiliated third party vendor(s). In certain circumstances the vendor’s financial planningtools may recommend the purchase of life insurance products; such recommendations are not specific to any insuranceunderwriter and do not constitute an offer to solicit or sale insurance products offered by AAG’s affiliated insurancecompanies, including without limitation Great West Life & Annuity Insurance Company (“Great West”) and Great West Life &Annuity Insurance Company of New York (GWL&ANY”).

6. Retirement Income Projection Tools and Services

AAG may offer online tools and services for participant/account holders to translate projected or actual retirement savingsinto estimated monthly retirement income. This interactive retirement planning service consists of various retirement incomeprojection tools. These tools are informational in nature and do not reflect actual investment results and are not guaranteesof future results; these tools do not constitute investment advice under the Investment Advisers Act of 1940.

Enrollment in AAG’s Services

For Retirement Plan Participants:

Plan providers and plan sponsors select the Service(s), i.e., Online Investment Guidance, Online Investment Advice and/or theManaged Account service that are made available to plan participants and also the manner by which participants canauthorize the Service(s). Participants must agree to the terms of a user agreement (“Terms of Service”), which terms may beamended by AAG from time to time, to use any of the Services. As part of a participant’s enrollment in the Managed Accountservice, the participant receives a Managed Account Welcome Kit shortly after enrollment. The participant additionallyreceives an Annual Kit, each year. Each kit provides the participant an update on their account and information on reachingtheir retirement goals.

In certain instances, Plan Sponsors may authorize AAG to enroll participants automatically in the Managed Account servicebased on information provided to AAG by the Plan Sponsors. In such instances, current participants in the Plan receive theTerms of Service and are given a defined period of time in which to cancel or “opt out” of the Managed Account servicewithout incurring an advisory fee (the “Free Look Period”). Participants’ automatic enrollment in the Service by the PlanSponsors is based upon minimum personal financial information provided by the Plan Sponsor, including date of birth, salary,gender and state of residence. Participants are able to review this information either online or by contacting an AAGrepresentative; participants are solely responsible for reviewing the personal financial information they or their Plan Sponsorprovide and for notifying AAG of any changes or updates to such information. Participants who are subsequently eligible fortheir employer sponsored retirement plan or that otherwise elect to “opt in” after the Free Look Period concludes may not beeligible for a waiver of advisory fees otherwise available in the Free Look Period.





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For Empower Retirement IRA Account Holders:

The services are available to all account holders of the Empower Retirement IRA. Account holders must agree to the terms ofa user agreement (“Terms of Service”) prior to using any of the online services, which terms may be amended by AAG fromtime to time.

The advice and recommendations provided through the Services discussed in this Brochure are based on the responses orother information provided by or about the participant/account holder by the Plan Sponsor and/or the participant/accountholder. Neither AAG nor Morningstar Investment Management make any guarantees or warranties, express or implied, as tothe accuracy, timeliness, or completeness of such information. The Services are also subject to the general market andfinancial conditions existing at the time of such usage. The retirement goal forecast and investment advice recommendationsare not a guarantee of future results and are not a guarantee that a particular person will achieve their retirement goals.

Termination of Services

Participants/account holders may cancel their participation in the Online Investment Advice service or the Managed Accountservice at any time. Participants/account holders utilizing the Online Investment Advice service must complete theircancellation online. Participants/account holders utilizing the Managed Account service may either cancel online or by callingAAG at the toll free customer service number.

After cancellation of the:

1. Online Investment Advice services, the individual will no longer have access to the online investmentrecommendations. Because AAG does not effect changes to the participant’s/account holder’s asset allocation andaccount balances, the individual’s balances will not be affected unless and until the individual affirmatively changestheir asset allocation and balance after the cancellation of the Online Investment Advice service.

2. Managed Account service, the participant/account holder will have the ability to make allocation and investmentoption changes to their account, usually by the next business day markets are open following cancellation of theManaged Account service. Accordingly, the participant’s asset allocation will remain the same as established in theManaged Account service unless and until the participant affirmatively changes his/her asset allocation aftercancellation of the Managed Account service.

Participant/Account Holder Information

The use and storage of any information, including, without limitation, an individual’s personal and non public information,account number, password, identification, portfolio information, account balances and any other information available on anindividual’s personal computer, is provided at the individual’s sole risk and responsibility. The individual is responsible forproviding and maintaining the communications equipment (including personal computers and modems) and telephone oroptions services required for accessing and using electronic or automated services, and for all communications service feesand charges incurred by the individual in accessing these services. AAG shall not bear any responsibility for either errors orfailures caused by the malfunction of any computer or communication systems or any computer viruses or related problemsthat may be associated with the use of the Services.

Assets Under Management

With respect to the services described in this Brochure, as of December 31, 2015:Discretionary investment management among all services(including the Managed Account service described herein) in the amount of: $24,036,627,679.Non discretionary investment advisory services among all services(including the Online Investment Advice service described herein) in the amount of: $1,134,917,148.Total discretionary and non discretionary investment managementand advisory services in the amount of: $25,171,544,827.





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Item 5 – Fees and Compensation

For employer sponsored retirement plans, fees are subject to negotiation by the Plan sponsor which may include Plan levelpricing credits depending on the various option(s) selected by the Plan for its participants. In some instances, if agreed to bythe Plan, the Plan sponsors or recordkeeper may pay AAG’s fees on behalf of Plan participants. AAG reserves the right to offerdiscounted fees or other promotional pricing or to waive fees for any particular period of time subject to proper notificationand disclosure.

1. Online Investment Guidance Service Fees

This service is an online tool that provides personalized asset allocation information without recommending any one specificfund. There is generally no fee for participants using the Online Investment Guidance service, however, participants may beassessed a fee for the Online Investment Guidance service depending on AAG’s agreement with the Plan sponsor. IRA accountholders do not pay a fee for use of the Online Investment Guidance service.

2. Online Investment Advice Service Fees

Participants who use the Online Investment Advice service may be charged a flat fee. Alternatively, this fee may be paid bythe Plan sponsor. The fee for the Online Investment Advice service is generally $25.00 per year, or $6.25 per quarter, asspecified in the participant’s Terms of Service and/or the plan sponsor’s Investment Advisory and Management ServiceAgreement. Fees may be debited on a quarterly or monthly basis from participants’ accounts based on the terms of serviceagreed upon by the Plan sponsor. If the participant’s Plan sponsor or plan terminates the Great West service agreement withthe plan’s recordkeeping service provider, the fees are debited through the date of such termination. Use of the OnlineInvestment Advice service by a participant at any time during the applicable billing period will result in the participant’saccount being debited based on the entire fee or the Plan sponsor incurring the entire fee on behalf of the participant. Unlessa participant affirmatively terminates the Online Investment Advice service, or the Plan sponsor terminates its serviceagreement with Great West, the fee will be assessed each year following the participant’s initial use. The $25.00 annualservice fee pricing is unaffected by participants’ frequency of use.

Empower Retirement IRA account holders who 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 ormonthly basis based on the terms of service agreed upon by the account holder. If the IRA account holder terminates his/herEmpower Retirement IRA, the fees are debited at the end of the billing cycle when the termination occurred. Use of theOnline Investment Advice service by an account holder at any time during a quarter will result in the account holder’s accountbeing debited the quarterly fee.

3. Managed Account Service Fees

For Employer Sponsored Retirement Plan Participants:

Participants may be charged a fee for the Managed Account service based on the Terms of Service with the participant and/orthe Plan Sponsor’s Investment Advisory and Management Service Agreement. AAG may offer Plans tiered pricing schedulesbased on the option(s) selected by the Plan and/or the methodology the Plan determines to use for offering or enrolling itsparticipants in the Managed Account service. Such options include, but are not limited to, pricing schedules based on the Plansponsor’s selection of an “opt out” versus “opt in” enrollment methodology and whether certain Core Investment Optionsselected by the Plan sponsor include affiliated funds such as Great West Funds, Inc. Pricing schedules – as applicable – foreach of the options are made available to the Plan sponsors for which they may use to select the option for their employersponsored retirement plan.

Pursuant to the Terms of Service and/or the Plan Sponsor’s Investment Advisory and Management Service Agreement, the feefor the Managed Account service is based upon a percentage of assets managed. The fee, as applicable, for the ManagedAccount service varies and is fully disclosed to participants prior to or at the time of enrollment in the enrollment disclosurematerials provided to participants. In addition, the fee is disclosed to participants in the Terms of Service at the time theparticipant enrolls in the Managed Account service. The maximum annualized fee that may be charged to a participant is0.90% of the participant’s account balance.





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The advisory fee is debited from the participant’s account within each applicable billing period, which is generally quarterly. Ifa participant cancels participation in the Managed Account service at any time within a given billing period, pursuant to theparticipant’s Terms of Service and/or the Plan sponsor’s Investment Advisory and Management Service Agreement, theparticipant’s fee is based upon a percentage of assets managed and will be debited from the participant’s account accordingto AAG procedures. If the participant’s Plan sponsor or Plan terminates its service agreement with the plan’s recordkeepingservice provider, the participant’s advisory fee is debited as of such date of termination.

For Empower Retirement IRA Account Holders:

IRA account holders are charged a quarterly fee for the Managed Account service based upon a percentage of assetsmanaged:

Principal Account Balance Quarterly Fee Annualized Quarterly Fee

< $100,000 0.1375% 0.55%

Next $150,000 0.1125% 0.45%

Next $150,000 0.0875% 0.35%

> $400,000 0.0625% 0.25%

AAG reserves the right to offer current and new or prospective IRA account holders discounted fees or other promotionalpricing or to waive fees for any particular period of time subject to proper notification and disclosure.

The advisory fee is debited from the account holder within each applicable billing cycle. If an account holder cancels theirparticipation in the Managed Account service or Empower Retirement IRA at any time within a given fee cycle, the fee isbased upon a percentage of assets managed and will be debited from the account according to AAG procedures.

4. Financial Planning Service Fees

Fees charged for financial planning services are negotiated on a plan by plan basis. In some instances the participant isassessed a fee for the financial planning services and in other instances, a Plan sponsor may pay the fee on behalf ofparticipants who use this service. This service is currently unavailable to IRA account holders. Financial planning services maybe added to existing services in the future.

5. Retirement Income Projection Tools and Services

AAG does not charge a fee to Plan sponsors, participants or IRA account holders for the retirement income projection toolsand services.

6. Other Fees and Expenses

In addition to any previously negotiated and disclosed recordkeeper fees, commission payments and other administrativeservicing fees and expenses for each plan, AAG may pay cash compensation or referral fees to broker dealer firms that are notaffiliated with AAG for soliciting and referring plan sponsors and their participants to enroll in AAG’s Managed Accountservice. Such compensation for referrals and solicitation activities may result in a higher fee of the total assets undermanagement for a plan to be charged to participants based on the total assets in the Managed Account service, in addition tothe advisory fee for the Managed Account service.

AAG’s fees do not include the fees and expenses charged by the Core Investment Options, including redemption fees.Redemption fees vary in amount and application by each applicable Core Investment Option. It is possible that transactionsinitiated by AAG in the Managed Account service may result in the imposition of a redemption fee on one or more investment





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options available in a plan. Additionally, any action undertaken by an individual who implements recommendations from theOnline Investment Advice or uses information provided through the Online Investment Guidance service may result inredemptions or other transaction fees. Any fees are deducted from the individual’s account balance. All securitiestransactions which occur as a result of the services provided by AAG as described in this Brochure are executed by GWFS forwhich GWFS may receive compensation in the form of 12b 1 fees or other compensation from mutual fund companies orfrom the other investments available under the plan or available through the Empower IRA.

Item 6 – Performance Based Fees and Side –by Side Management

AAG does not charge any performance–based or side by side management fees.

Item 7 –Types of Clients

AAG offers investment advisory and management services to plan sponsors of employer sponsored retirement plans; such as401(a), 401(k), 403(b) and 457 plans, including government entities and their participants through arrangements with theplan’s recordkeeper and to account holders of the Empower Retirement IRA (formerly, the Great West Lifetime AdvantageIRA®).

Item 8 – Methods of Analysis and Investment Strategies

The Services described in this Brochure are based on the proprietary asset allocation and retirement income projectionmethodologies developed by Morningstar Investment Management. The development of investment advice by MorningstarInvestment Management involves the investment methodologies across the products and services described herein.Morningstar Investment Management or its affiliates focus on specific investment areas such as capital market assumptionsand methodologies used for asset allocation, manager selection, portfolio construction, and advice.

Analysis Methods

In providing advisory services, Morningstar Investment Management reviews available quantitative data to analyze and screenthe investment options within a plan. They may also apply qualitative analysis by investment professionals, such asevaluations of investment managers, portfolios and individual investments. The primary sources of information used are theextensive databases and methodologies of Morningstar Investment Management or its affiliates, and interviews withinvestment managers. Other sources include financial publications, annual reports, prospectuses, press releases, and filingswith the SEC. Morningstar Investment Management combines this information with other factors—including actuarial data,stock market exposure, probability analysis, and mean variance optimization—into a proprietary software program to analyzea complex set of market data and variables. The result is an advanced model that can provide investment recommendationsand a projection of different outcomes. Using this model, Morningstar Investment Management develops an investmentstrategy tailored to your investment goals, as described below.

Investment Strategy

If you are accumulating for retirement savings, the investment strategy is generally based on information such as managedaccount balance, expected retirement age, contribution rate and other preferences provided by the individual. If theindividual has already retired, and if the plan provider offers a guaranteed lifetime withdrawal benefit program, the strategy isbased on information such as the current account balance, additional cash flows and life expectancy. This retirement strategymay include some or all of the following:

Retirement Income Goal (accumulation phase): Morningstar Investment Management defines the retirement income goal asthe projected amount of money that will be needed by the individual throughout retirement. This calculation is based oncurrent income, adjusted to reflect the estimated dollar value at retirement age. Typically, Morningstar InvestmentManagement uses an amount equal to 100% of take home pay (although some plan providers may request a different rate,e.g., 80% of gross pay), and then project the value of that amount at retirement age to determine a retirement income goal.The individual has the option to change this projected retirement income amount.





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Income Outlook (accumulation phase): Morningstar Investment Management defines the income outlook as a projection ofthe annual income that the individual may receive during retirement. This is based on an annualized view of the investmentwealth accumulated, combined with social security benefits and any pension or other income provided to AAG.

Total Retirement Income (in retirement phase): If your plan provider or Plan Sponsor offers the in retirement services,Morningstar Investment Management defines total retirement income as the projected amount of money, typically at somelevel of probability that one can expect to receive on an annual basis in order to maintain income throughout retirement.

IMPORTANT: When Morningstar Investment Management determines the income projections described above, theseprojections are based on hypothetical performance data and do not represent actual or guaranteed results. Your projectionsmay vary over time with each additional use of the service.

Risk Strategy

Morningstar Investment Management determines a risk strategy based on several factors, such as current age and time untilretirement, gender, salary, total current wealth, deferral rate, and retirement goals. If the individual has retired or isapproaching retirement, and if they have the opportunity to purchase an annuity, the risk strategy also considers longevityand liquidity needs. The risk level corresponds to an asset mix, or the combination of stocks, bonds and cash alternatives, thatwill serve as the basis for the recommendations of specific funds appropriate for the individual.

Estimated Tax

Morningstar Investment Management estimates federal, state income, and capital gains taxes based on marginal tax ratecalculations (the marginal tax rate is the rate one pays on the taxable income that falls into the highest bracket one reaches).These calculations are used when Morningstar Investment Management conducts income simulations. Tax data is updatedannually based on United States Internal Revenue Code (IRC) and similar state tax data. Morningstar Investment Managementuses income data for the individual, as well as their spouse/partner, to estimate federal and state tax exposure. The taxexposure is appropriately reduced for pre tax deferrals, tax deferred capital gains, and yield and distribution of Rothproceeds. Based on the information that the individual provides, Morningstar Investment Management provides an estimateof the tax exposure, but may not include all tax considerations. Please consult a tax adviser for a complete understanding ofyour tax situation.

General Risks of Investing

Investment Risks

It is important to note that all investments involve risk and will not always be profitable. Neither AAG nor MorningstarInvestment Management or their affiliates guarantees that the recommendations will result in achieving the retirementincome goal. Neither AAG nor Morningstar Investment Management or their affiliates can guarantee that negative returns canor will be avoided in any of the recommendations. An investment’s future performance may differ substantially from itshistorical performance and as a result, may incur a loss. Past performance is no guarantee of future results. Additionally, theplan provider, Plan Sponsor or AAG may make changes from time to time with regard to the Core Investment Optionsavailable within a plan.

Market Risk

Risks associated with the Core Investment Options can vary significantly with each particular investment category and therelative risks of such investment categories may change. Stock and bond markets are volatile and can decline significantly inresponse to adverse issuer, political, regulatory, market or economic developments in the U.S. and in other countries. Pastperformance and historical returns used to select particular investment(s) are no guarantee of future performance.Current performance may be lower or higher due to market volatility.

Methodology Risk

The Services and the retirement income projection tools are based on the proprietary asset allocation and monthly retirementincome projection methodologies developed by Morningstar Investment Management. Risks associated with MorningstarInvestment Management’s methodologies vary based on the assumptions used by Morningstar Investment Management to





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project inflation over time, significant and adverse economic conditions, the availability and amount of Social Security andother retiree benefits, and other factors.

Asset Allocation Risk

Market returns and performance depends on determining the strategic asset class allocations, the mix of underlying CoreInvestment Options, as well as the performance of those underlying Core Investment Options. The Core Investment Options'performance may be lower than the performance of the asset class that they were selected to represent. Stocks and bondscan decline due to adverse issuer, market, regulatory, or economic developments. International markets may be less liquidand can be more volatile than U.S. markets. These risk factors, including those associated with currency exchange rates, alsoapply to investments in international markets, all of which may make international markets more volatile and less liquid thaninvestments in domestic markets. Some of the Core Investment Options can invest in either high yield securities orsmall/emerging growth companies. Investments in these types of securities generally are subject to greater volatility thaneither 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 wouldbe material to your evaluation of AAG or the integrity of AAG’s management. AAG has no legal or disciplinary event to reportrelative to this Item.

Item 10 Other Financial Industry Activities and Affiliations

AAG is not a registered broker dealer. However, due to the organizational structure of AAG’s parent company, Great West,certain AAG personnel having oversight functions related to other subsidiaries are registered representatives. AAG and itsmanagement 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

AAG has arrangements that are material to its advisory business or its clients/participants/account holders with the relatedentities shown below. As discussed in Item 5 of this Brochure (“Other Fees and Expenses”), these related entities may receivecertain fees that are unrelated to AAG’s fees for its Services.

Insurance Companies

Great West Life & Annuity Insurance Company is an insurance company domiciled in the State of Colorado (“Great West’’).AAG is a wholly owned direct subsidiary of Great West. Great West, pursuant to a various agreements, may provideinvestment products, recordkeeping and other administrative services through its affiliates, FASCore, LLC (“FASCore”), GreatWest Financial Retirement Plan Services, LLC (“Great West RPS”).Great West Life & Annuity Insurance Company of New York isan insurance company domiciled in the State of New York (“GWL&ANY”). AAG is an affiliate of GWL&ANY through commonownership in which Great West is the sole owner of both AAG and GWL&ANY. GWL&ANY, pursuant to a various agreements,may provide investment products and administrative services through its affiliates, FASCore and Great West RPS, toretirement 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 GreatWest through which trades are executed. GWFS may provide wholesaling, direct sales, enrollment and/or communicationservices to retirement plans and their participants for which AAG may also provide its services. All transactions which occur asa result of participation in the Managed Accounts service are executed by GWFS for which GWFS may receive compensation inthe form of 12b 1 fees or other compensation from the mutual fund companies or from the other investments that may beavailable as Core Investment Options.

Trust Company

Great West Trust Company, LLC (“GWTC”) is a trust company and affiliate of AAG. GWTC is a wholly owned subsidiary ofGreat West. GWTC is chartered under the laws of the State of Colorado. GWTC may provide discretionary or directed trusteeand/or custodial services for AAG’s clients. GWTC also serves as the trustee for certain collective investment trusts which maybe available as Core Investment Options and is the custodian of all Empower Retirement IRA accounts.





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Investment Company

Great West Funds, Inc. is an investment company registered under the Investment Company Act of 1940 and affiliated withAAG. Great West Funds may provide investment products to retirement plans for which AAG may also provide its services.Great West Funds is managed by Great West Capital Management, LLC as discussed below. Shares of Great West Funds maybe available for purchase by retirement plans advised by AAG or to account holders of the Empower Retirement IRA.

Investment Advisers

Great West Capital Management, LLC (”GWCM”), an affiliate of AAG, is an investment adviser for Great West Funds and isregistered under the Investment Advisers Act of 1940. It is a wholly owned subsidiary of Great West. AAG provides managedaccount, guidance, and advice services to participants in certain defined contribution plans and to account holders of theEmpower 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 topreparing certain reports that are presented by GWCM to GWCM’s Managers as well as the Board of Directors for Great WestFunds.

Putnam Investment Management, LLC is a registered investment adviser (“PIM”). AAG is under common control with PIM andis an affiliate of PIM. Shares of Putnam mutual funds managed by PIM may be available for purchase by retirement plans or byaccount holders of the Empower Retirement IRA who invest in the Portfolios of the Great West Funds or underlying fundsmanaged by PIM. PIM also serves as the sub adviser to the Great West Putnam High Yield Bond Fund and the Great WestPutnam Equity Income Fund; both Funds under investment management with GWCM.

Irish Life Investment Management, Limited – a Dublin, Ireland based, SEC registered investment adviser. ILIM is part of theGreat West Lifeco, Inc. (“GWL”) group of companies; GWL has operations in Canada, the United States, Europe and Asiathrough ownership of various companies including Great West and PIM. The Adviser is a wholly owned subsidiary of GreatWest which in turn is an indirect, wholly owned subsidiary of GWL which controls ILIM. Subject to shareholder approval, ILIMwill assume management of the index series of GW Funds effective May 1, 2016:

Great West S&P 500® Index Fund;Great West S&P Mid Cap 400® Index Fund;Great West S&P SmallCap 600® Index Fund;Great West International Index Fund;Great West Stock Index Fund, and;Great West Real Estate Index Fund.

The affiliated companies of AAG, GWCM, GWFS, Great West, GWL&ANY, Great West Funds, FASCore, Great West RPS, andGWTC operate under the multiple brands of “Great West Financial®”, “Empower Retirement” and “Empower Institutional”depending upon the products, services and retirement markets involved. These brands do not materially affect the internalstructure of AAG or AAG’s corporate ownership.

Potential Conflicts of Interest

The Core Investment Options available in the Managed Account service are generally established by the institutional partnerfor which AAG provides its Services or by the Plan sponsor/client through which our Services are delivered. In some cases, theCore Investment Options may include or be comprised solely of affiliated investment options of the institutional client or ofAAG. Participation in the Managed Account services in the Empower Retirement IRA may result in an allocation to one ormore investment options managed by an affiliate of AAG. AAG does not receive compensation from its parent company orany of its affiliates as a result of these allocations. To mitigate the potential conflict of interest presented by the situationinvolving affiliated investment options of AAG, all Core Investment Options are subject to the same quantitative andqualitative investment selection methodology as with any other investment option based on several factors, includingperformance, risk, and expenses.

For employer sponsored retirement plans, registered representatives of GWFS Equities may offer various products or anothertype of plan directed investment option managed by an affiliate of AAG (“Directed Options”) or insurance products of GreatWest or GWL&ANY (“Insurance Products”), at the request of the plan sponsor to AAG’s advisory clients. Directed Options areselected solely by the plan or plan sponsor and treated as directed assets of the plan. In addition, AAG does not receivecompensation from its parent company or any of its affiliate in connection with the solicitation or offering of InsuranceProducts or Directed Options to AAG’s advisory clients.





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Morningstar Investment Management may receive certain fees from GWCM based on the aggregate assets invested in certainPortfolios of Great West Funds. For the Great West Funds offered within the Managed Account service MorningstarInvestment Management has agreed to waive these fees such that it may continue to rely on the SunAmerica Opinion inproviding 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 andother affiliates 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 (“AdvisersAct”). The Code sets forth standards of business conduct expected of advisory personnel and require AAG’s advisorypersonnel, referred to as “Access Persons”, among other things, to report their personal securities holdings and transactionsin accordance with the Advisers Act. AAG’s Access Persons are required to comply with AAG’s Code of Ethics. A copy of theCode 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;Reporting and monitoring personal securities transactions;Avoiding and disclosing conflicts of interest, and;Reporting violations of the Code.

Personal Trading

In addition, AAG’s Code of Ethics requires pre clearance of certain securities transactions. Officers, managers and employeesof AAG may trade for their own personal accounts in securities which are recommended to and/or purchased for AAG’sadvisory clients. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in thesame securities as clients, there is a possibility that employees might benefit from market activity by a client in a security heldby an employee. However, employee trading is continually monitored in accordance with the Code of Ethics and federalsecurities laws. AAG’s Code of Ethics is intended to ensure that the personal securities transactions and outside businessactivities 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 not to engage in any principal transactions. AAG holds no investments for its ownaccounts which could be bought from, or sold to, an advisory client. In the event of any change in AAG’s policy, any suchchange must be approved by management and any principal transactions would only be permitted after meeting the reviewand 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 wholesaling, direct sales, enrollment and/or communication services toretirement plans and their participants or account holders for which AAG may also provide its services. For this service, GWFSmay receive fees either from the plan or from the investment provider (fund families). Participants/account holders in theOnline Investment Advice or the Managed Account services may have allocations in the Core Investment Options that result inGWFS receiving compensation from the Core Investment Options. Allocations in the Core Investment Options are solelydetermined and based on Morningstar Investment Management’s software not determinations made by AAG. Thecompensation paid by AAG to Morningstar Investment Management for Morningstar Investment Management’s proprietarysoftware advice program does not vary based on the allocations made or recommended by Morningstar Investment





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Management. Because Morningstar Investment Management is unaffiliated with AAG and GWFS, AAG does not believe thereis a conflict of interest. All securities transactions which occur as a result of the services provided by AAG as described in thisBrochure are executed by GWFS for which it may receive compensation in the form of 12b 1 fees or other compensation frommutual fund companies or from the other investments that may be available as Core Investment Options. However, in allinstances, AAG’s affiliation with GWFS is disclosed.

Affiliate Great West or GWL&ANY Proprietary Investments

Investment options into which participant assets may be allocated, pursuant to the Online Investment Advice or the ManagedAccount services may be through a fixed and variable deferred annuity issued by Great West or GWL&ANY. BecauseMorningstar Investment Management is unaffiliated with AAG, Great West, GWL&ANY and their affiliates, AAG does notbelieve there is a conflict of interest. However, in all instances, AAG’s affiliation with Great West and/or Great West’saffiliates, as applicable, will be disclosed.

Item 12 – Brokerage Practices

Brokerage Selection; Best Execution

For securities transactions which occur as a result of participation in the Managed Account program, AAG will have completediscretion and authority to make all investment decisions with respect to the investment options that can be bought or sold,the broker or dealer to effect the transaction and the commission rates to be paid. Any limitations on the discretionaryauthority shall be defined in the written authority provided to AAG. Generally, in accordance with AAG’s agreement with theplan sponsor, AAG has no obligation when selecting a broker or dealer to execute a particular transaction, to seek competitivebids or the lowest commission cost for the Plan Sponsor, provided AAG uses reasonable efforts to obtain the best executionfor such transactions. Most clients for whom AAG provides discretionary services leaves the selection of broker dealers toeffect trading or processing of transactions to the discretion of AAG.

All transactions which occur as a result of AAG’s Managed Account service are effected through GWFS, an affiliate of AAG anda limited broker/dealer. GWFS may provide enrollment and communication services to retirement plans for which AAG mayalso provide its services. AAG’s Services and Investment Management Services cover only no load or load waived mutualfunds or no load and load waived investment options. As a result, all transactions are at net asset value.

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 brokeragetransactions to a particular broker dealer.

Trade Aggregation

Under the Managed Account service, the investment options and the amount of investment options to be bought or sold aredetermined by Morningstar Investment Management’s proprietary software and methodology. The asset allocationcomponents of Morningstar Investment Management’s software and methodology limit the amount of investment optionsthat can be bought or sold.

Item 13 – Review of Accounts

Account Reviews

Neither AAG nor Morningstar Investment Management review the personal financial information of participants/accountholders as provided by the participant/account holder or the Plan Sponsor and do not assume responsibility for anyincomplete or erroneous information. Such information, which includes date of birth, salary, gender and/or state of residence,must be reviewed periodically by the participant and/or the Plan Sponsor or the account holder who in turn are responsiblefor notifying AAG of any changes, errors or omissions to such information.

AAG conducts the following review of its clients’ accounts:





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Online Investment Guidance Service

AAG does not conduct any review or other oversight for participants/account holders enrolled in this service. Participantsreceive access to AAG’s various online tools, including account planning and analytical tools, and the individual’s responsiblefor 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 participant’s/account holder’s accounts in respect to investment oversight, monitoring, orrebalancing. Participants/account holders receive from AAG investment recommendations based on the investment optionsas provided in their specific retirement plan or in the Empower Retirement IRA. Participants/account holders are responsiblefor self directing their investments and determining whether the recommendations are suitable for their particularinvestment needs.

Managed Account Service

Under the Managed Account service, participant/account holder assets in the Core Investment Options are systematicallymonitored, rebalanced and reallocated on a periodic (approximately quarterly) basis by AAG, based on MorningstarInvestment Management’s software program. On an annual basis, based on the individual’s birth date, those enrolled in theManaged Account service will receive an Annual Kit containing an account update and forecast statement. MorningstarInvestment Management updates their capital market assumptions underlying their methodology used to construct the assetclasses, on at least an annual basis and then makes changes to the portfolio allocations, as necessary based on updatedassumptions. The portfolios are also monitored on a regular basis on current portfolio allocations and adjustments are madeas necessary.

Financial Planning Service

This service is currently unavailable in the Empower Retirement IRA. Financial planning services may be added to existingservices in the future. AAG does not verify or review the information provided by the participant and/or the Plan Sponsorwhich is used to provide the participant with the financial needs assessment. The participant and/or Plan Sponsor isresponsible for providing accurate and comprehensive information and the participant is responsible for reviewing theirpersonal financial circumstances and updating their information with any material changes.

Spend Down Advice and Retirement Income Projection Tools

AAG does not conduct any review or other oversight for participants or Plan sponsors who utilize these tools or services. Theyreceive access to AAG’s various online tools, including account planning and analytical tools, and the participant/accountholder is responsible for selecting their own asset classes and building a diversified portfolio based on their own self directionusing this service

Personnel of AAG, at least annually, review the methodologies used by Morningstar Investment Management to power theOnline Investment Guidance, Online Investment Advice and Managed Account services to ensure that they are consistent withinvestment advisory best practices, current technology, applicable law and the terms of the agreement between AAG andMorningstar Investment Management.

Reporting to Clients

Participants/account holders enrolled in the Managed Account service receive a Managed Account Welcome Kit shortly afterenrollment, an account update at least annually, and a forecast statement annually. Participants/account holders enrolled inthe Online Investment Advice Service can review their accounts and generate their own reports at any time. Individuals areencouraged to update their personal information or make changes to investment options online or via the appropriate tollfree customer service number at any time should a significant change occur in their personal circumstances. In addition, allindividuals receiving Services are sent quarterly account statement generated by the plan’s recordkeeper.

AAG communicates regularly, either orally or in writing, with plans and/or plan sponsors to report participant utilization of theservices. AAG also provides for plan sponsors periodic reports and performance information such as the written FPR, whichincludes information about a client’s investment options, fund list, portfolio holdings and asset allocation strategy, amongother things, as applicable. The nature and frequency of AAG’s communications with plan sponsors depends on the terms ofthe agreement between AAG and the plan or plan sponsor. AAG also communicates with plan sponsors upon their request.





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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 may pay cash compensation or referral fees to broker dealer firms that are not affiliated with AAG for soliciting andreferring plan sponsors and their participants to enroll in AAG’s Services. Such compensation for referrals may result in ahigher fee, in addition to the advisory fee, being charged to participants based on the total assets in the Managed AccountService. Any compensation paid by AAG for solicitation activities is pursuant to a written agreement and is paid in compliancewith Rule 206(4) 3 of the Advisers Act.

Some affiliated employees will have an opportunity to earn bonus compensation, in addition to their salary, forcommunication, education and /or assisting participants to enroll in AAG’s Services. Such bonus compensation to affiliatedpersons/entities of AAG does not increase the fees paid by the plan and/or their participants.

Item 15 Custody

AAG does not maintain actual custody of its clients’ cash, bank accounts, or securities. Pursuant to Rule 206(4) 2 of theAdvisers Act as amended, AAG is deemed to have constructive custody with respect to client funds and securities becausecertain affiliated parties, including GWL&A, GWL&ANY and GWTC, are the custodian with respect to certain group annuitycontracts or retirement plan accounts. In addition to annual audits, these accounts are subject to surprise verifications by anindependent public accountant each year, as required by Rule 206(4) 2. AAG’s advisory clients receive periodic (at leastquarterly) account statements from their custodian.

Item 16 – Investment Discretion

AAG provides investment discretion for those Plan participants/account holders who enroll and participate in AAG’s ManagedAccount service; AAG does not offer or engage in discretionary investment services for either the Online Investment Guidanceor Online Investment Advice services. For more information on these programs, please refer to Item 4 – Advisory Business inthis Brochure.

AAG’s Managed Account service is a professional, flexible asset management program based on data resulting from themethodologies and proprietary software program developed and employed by its IFE, Morningstar Investment Management.To provide the Managed Account service to Plan participants and IRA account holders, AAG retains discretionary authorityover the allocation of available Core Investment Options without requiring prior approval of each transaction. All ongoinginvestment transfers and investment direction changes are automatically implemented for Plan participants enrolled in theManaged Account service.

Upon enrollment in the Managed Account service, accounts are automatically re forecasted, which may include rebalancingand reallocating the account asset allocation portfolio in order to maintain alignment with the allocation percentagesdetermined by Morningstar Investment Management based on the market performance and the personal financialcircumstances of the individual as noted above. Once enrolled in the Managed Account service, participants/account holdersdelegate certain account management functions to AAG including functionality for fund to fund transfers, fund changeallocations, the dollar cost averaging tool and/or the rebalancer tool. However, individuals in the Managed Account serviceretain full inquiry access to their account and may still request approval for loans or take a distribution withdrawal, if allowedby the Plan or regulation. Participants/account holders may un enroll at any time from the Managed Account service and,once they do so, they resume full responsibility for their account. Accordingly, the individual’s asset allocation will remain thesame as established in the Managed Account service unless and until the participant affirmatively changes his/her assetallocation after cancellation of the Managed Account service.

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, as a registered investment adviser, and as a matter of practice, does not accept authority to vote client securities inconnection with any of the services described in this Brochure.

Item 18 – Financial Information

As previously discussed, under certain circumstances AAG has discretionary authority over certain client funds and securities.Accordingly, AAG is required to disclose information about AAG’s financial condition that is reasonably likely to impair AAG’sability to meet contractual commitments to its clients. AAG has no financial commitment that impairs its ability to meet





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contractual commitments to its clients, nor has AAG been the subject of a bankruptcy proceeding. Further, AAG does notrequire or solicit prepayment of fees in excess of $1,200 per client more than six months in advance.

Not an Offer to Purchase or Sell Securities. This information contained in this Brochure, including for example informationregarding the Great West Funds, is for disclosure and other informational purposes only and is not an offer to sell or asolicitation of an offer to buy any securities, and may not be relied upon in connection with the purchase or sale of anysecurity.





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Form ADV Part 2B — Brochure Supplement

ADVISED ASSETS GROUP, LLC

8515 East Orchard RoadGreenwood Village, CO 80111

Telephone: 303 737 3817Facsimile: 303 737 3827

March 30, 2016

This Brochure supplement provides information about AAG’s supervised persons that supplements theAAG Disclosure Brochure. You should have received a copy of that brochure. Please contact (303) 7373817 if you did not receive AAG’s brochure or if you have any questions about the contents of thissupplement.

Additional information about the supervised persons in this supplement is available on SEC’s website atwww.adviserinfo.sec.gov. Additional information about AAG is also available on the SEC’s websiteprovided above.

Information on the following supervised persons of AAG is included in this Brochure supplement:

David G. McLeodBridget WitzemanKevin CombsBill ThorntonDiane Minardi StoneShannon Grant

AAG is a registered investment adviser. Registration does not imply any level of skill or training. Theoral and written communications from AAG provide you with information for you to determine to hireor retain AAG.





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David G. McLeod, CMASenior Vice President and Managing DirectorDate of Birth: 09/01/1962Educational BackgroundUniversity of Manitoba, Winnipeg, Manitoba, Canada Bachelor of Commerce (1984)Professional Designation:Certified Management Accountant (CMA); FINRA Series 65 license, FINRA Series 6 and 26 licensesBusiness BackgroundAdvised Assets Group, LLC, Senior Vice President and Managing Director 2007 – PresentGreat West Life & Annuity Insurance Company 1990 – 2007Disciplinary InformationMr. McLeod has not been subject to any legal or disciplinary events.Other Business ActivitiesMr. McLeod is not involved in any other investment related activity or other substantial business activity.Additional CompensationMr. McLeod does not receive additional compensation other than his regular salary and/or bonuses.SupervisionMr. McLeod reports to Robert Reynolds, President and Chief Executive Officer of Great West Life & Annuity InsuranceCompany, who is responsible for supervising his activities.Mr. McLeod is registered as a supervisory principal of GWFS Equities, Inc., an affiliated broker dealer. Mr. McLeod is not, anddoes not have pending, an application to register as a futures commission merchant, commodity pool operator, a commoditytrading advisor, or an associated person of the foregoing entities.Mr. McLeod does not have any arrangements, either orally or in writing, where he is paid compensation either in cash or insome other form of economic benefit from non clients in connection with his capacity as a Supervised Person of the Adviser.

Bridget WitzemanVice President, Participant Advisory ServicesDate of Birth: 11/11/1970Educational BackgroundBLA, Xavier University, Cincinnati, Ohio (1995)MSBA, University of Cincinnati, Cincinnati, Ohio (2004)Professional DesignationsCertified Public Accountant (CPA); FINRA Series 65 licenseBusiness BackgroundAdvised Assets Group, LLC 2011 – PresentFifth Third Bancorp 2000 2011Disciplinary InformationMs. Witzeman has not been subject to any legal or disciplinary events.Other Business ActivitiesMs. Witzeman is not involved in any other investment related activity or other substantial business activity.Additional CompensationMs. Witzeman does not receive additional compensation other than her regular salary and/or bonuses.SupervisionMs. Witzeman reports to David McLeod, Senior Vice President and Managing Director of Advised Assets Group, LLC, who isresponsible for supervising her activities.Ms. Witzeman is not, and does not have pending, an application to register as a broker dealer or a registered representative of abroker dealer. Ms. Witzeman is not, and does 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.Ms. Witzeman does not have any arrangements, either orally or in writing, where she is paid compensation either in cash or insome other form of economic benefit from non clients in connection with her capacity as a Supervised Person of the Adviser.

Kevin CombsDirector, Investment Advisory ServicesDate of Birth: 05/08/1957Educational BackgroundBrigham Young University, Bachelor of Science, Accounting (1981)Professional Designations





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Certified Financial Planner (CFP); Charter Financial Consultant (ChFC); Charter Life Underwriter (CLU); Certified Public Accountant(CPA); FINRA Series 65Business BackgroundAdvised Assets Group, LLC 2010 – PresentAXA Advisors, Financial Advisor, 2005 – 2010Disciplinary InformationMr. Combs has not been subject to any legal or disciplinary events.Other Business ActivitiesMr. Combs is not involved in any other investment related activity or other substantial business activity.Additional CompensationMr. Combs does not receive additional compensation other than his regular salary and/or bonuses.SupervisionMr. Combs reports to Bridget Witzeman, Vice President Participant Advisory Services of Advised Assets Group, LLC, who isresponsible for supervising his activities.Mr. Combs is not, and does not have pending, an application to register as a broker dealer or a registered representative of abroker dealer. Mr. Combs is not, and does 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.Mr. Combs does not have any arrangements, either orally or in writing, where he is paid compensation either in cash or in someother form of economic benefit from non clients in connection with his capacity as a Supervised Person of the Adviser.

Diane Minardi StoneInvestment Services ManagerDate of Birth: January 19, 1962Educational BackgroundIona College, New Rochelle, New YorkBachelor of Arts, International StudiesProfessional DesignationsFINRA Series 7, 63 and 24Business BackgroundAdvised Assets Group, LLC August 2014 PresentJPMorgan 1988 2014Disciplinary InformationMs. Minardi Stone has not been subject to any legal or disciplinary events.Other Business ActivitiesMs. Minardi Stone is not involved in any other investment related activity or other substantial business activity.Additional CompensationMs. Minardi Stone does not receive additional compensation other than her regular salary and/or bonuses.SupervisionMs. Minardi Stone reports to David McLeod, Senior Vice President and Managing Director of Advised Assets Group, LLC, who isresponsible for supervising her activities.Ms. Minardi Stone is a supervisory principal of GWFS Equities, Inc., an affiliated broker dealer. Ms.Minardi Stone is not, and doesnot have pending, an application to register as a futures commission merchant, commodity pool operator, a commodity tradingadvisor, or an associated person of the foregoing entities.Ms. Minardi Stone does not have any arrangements, either orally or in writing, where she is paid compensation either in cash orin some other form of economic benefit from non clients in connection with her capacity as a Supervised Person of the Adviser.

William ThorntonSenior Manager Client Portfolio ServicesDate of Birth: 08/22/1971Educational BackgroundThomas More College, Bachelor of Arts, Economics and Business Administration 1993Professional Designation:FINRA Series 65Business BackgroundAdvised Assets Group, LLC 2007 – PresentUS Bank, Senior Portfolio Manager 1997 – 2007





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Disciplinary InformationMr. Thornton has not been subject to any legal or disciplinary events.Other Business ActivitiesNone.Additional CompensationMr. Thornton does not receive additional compensation other than his regular salary and/or bonuses.SupervisionMr. Thornton reports to Diane Minardi Stone Investment Services Manager of Advised Assets Group, LLC, who isresponsible for supervising his activities.Mr. Thornton is not, and does not have pending, an application to register as a broker dealer or a registered representative of abroker dealer. Mr. Thornton is not, and does 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.Mr. Thornton does not have any arrangements, either orally or in writing, where he is paid compensation either in cash or insome other form of economic benefit from non clients in connection with his capacity as a Supervised Person of the Adviser.

Shannon GrantSenior Consultant, Defined BenefitsDate of Birth: 05/15/1957Educational BackgroundLewis and Clark College, BA, International Affairs, (1980)Professional Designations:Accredited Investment Fiduciary (AIF); FINRA Series 65 licenseBusiness BackgroundAdvised Assets Group, LLC 2006 – PresentSelf employed from 2003 2006Disciplinary InformationMs. Grant has not been subject to any legal or disciplinary events.Other Business ActivitiesNone.





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Additional CompensationMs. Grant does not receive additional compensation other than her regular salary and/or bonuses.SupervisionMs. Grant reports to Diane Minardi Stone, Investment Services Manager with Advised Assets Group, LLC, who is responsible forsupervising her activities.Ms. Grant is not, and does not have pending, an application to register as a broker dealer or a registered representative of abroker dealer. Ms. Grant is not, and does 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.Ms. Grant does not have any arrangements, either orally or in writing, where she is paid compensation either in cash or in someother form of economic benefit from non clients in connection with her capacity as a Supervised Person of the Adviser.

Explanation of Professional DesignationsAn AIF designation includes prerequisites and experience as follows:minimum of two (2) years of relevant experience; a bachelor’s degree(or higher); and a professional credential; minimum of five (5) years ofrelevant experience; a bachelor’s degree (or higher) or a professionalcredential; minimum of eight (8) years of relevant experience.Additionally, a candidate must successfully pass the examination andcontinuing education requirements.

The CFP designation is provided to those who demonstrate competencyin all areas of finance related to financial planning. Candidates mustpass a certification exam administered by the Certified Financial PlannerBoard of Standards Inc. that focuses on financial planning topics such asretirement, estate, and investment planning. Candidates must also havequalifying work experience (three years full time or equivalent parttime experience in the financial planning field).

A CPA designation requires a Bachelor's degree from an accreditedinstitution with at least 27 hours in accounting, of which 21 hoursmust be cost accounting, tax, intermediate accounting, accountingtheory and advanced accounting. At least 3 hours must be in auditing,and at least 21 hours in other business administration such asbusiness law, management, marketing, statistics, businesscommunication, economics and finance. Candidates must also satisfycertain state licensing examination requirements and maintainongoing continuing education requirements.

The ChFC is issued by the American College. The prerequisites andexperience required for this designation include: 3 years of full timebusiness experience (of which an undergraduate or graduate degreequalifies as one year of business experience). Additionally, candidatesmust complete certain educational requirements including 6 core and2 elective courses and complete a final proctored exam for eachcourse. The continuing education requirements are 30 CE creditsevery 2 years.

The CMA Certification is a graduate–level investment credential.Candidate must meet one of the following requirements: (i)Undergraduate degree and 4 years of professional experience involvinginvestment decision making, or (ii) 4 years qualified full time workexperience. The certification requires 250 hours of self study for eachof the 3 levels and the candidate must pass satisfactorily 3course exams.

The CLU is issued by the American College. Prerequisites andexperience required for this designation include: 3 years of full timebusiness experience (of which an undergraduate or graduate degreequalifies as one year of business experience). Candidates must alsocomplete certain educational requirements including 5 core and 3elective courses and complete a final proctored exam for each course.Continuing education requirements are 30 CE credits every 2 years.




Documents

ROTH IRA APPLICATION All pages must be returned · PDF fileROTH IRA APPLICATION What is the source of funding for the account? (Please select one) Direct Rollover from eligible employer