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"Opt-out Feature" shall mean a feature of the Managed Account Service selected by the Plan Sponsor through which Participants, designated by the Plan Sponsor, are automatically enrolled in the Managed Account Service, as further defined in Schedule B. "Participant" shall mean individual who is both eligible to participate and enrolled in the Plan, including an alternate payee. "Plan"shall mean the employee benefit plan or plans or other compensation programs or arrangements maintained by Plan Sponsor as listed in Schedule A(as the same may be amended in writing by the parties from time to time),and/or separately identified in any Schedule. If more than one Plan is covered by this Agreement,any references herein to the Plan shall mean each of the Plans, unless the context requires otherwise. "Plan Administrator"shall mean the"administrator of the Plan as that term is defined under Section 3(16)(A)of ERISA and Section 414(g)of the Code, or such comparable person responsible for the administration of the Plan in the event the Plan is not subject to such ERISA or Code provisions. "Plan Sponsor"shall mean the entity identified in the opening paragraph of this Agreement. "Rollout Date" shall mean that date on which Adviser has made all of the services provided under this Agreement available to Participants. "Services"shall mean the specific services with respect to the Plan covered by this Agreement(including the Schedules hereto). "Subadviser"shall mean Morningstar Investment Management, LLC. 2. Services Provided by Adviser 2.1. This Agreement sets forth the terms and conditions pursuant to which Adviser agrees to provide Services with respect to the Plan pursuant to a Schedule, The terms and conditions of this Agreement shall be deemed to be incorporated by reference into each and every Schedule, without regard to an express reference therein. Adviser acknowledges and agrees that: (i) it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, (ii) it is an investment adviser and fiduciary under the Advisers Act and is a fiduciary under ERISA to the extent it provides Services to Online Advice Participants, and (iii) it is an investment adviser and fiduciary under the Advisers Act and is an investment manager(as defined under Section 3(38)of ERISA)to the extent it provides Services to Managed Account Participants. 2.2. The parties specifically agree that no provision of this Agreement or any Schedule will require Adviser to: (i) provide investment advice to Plan Sponsor or Plan Administrator; (ii) exercise any discretionary authority or discretionary control with respect to the management of the Plan; or(iii)have or exercise any discretionary authority or responsibility in the administration of the Plan, including the selection of the Opt-Out Feature of the Managed Account Service (if applicable). Adviser has no discretion or responsibility to interpret provisions of the Plan or to determine eligibility, participation, or the right to receive benefits under the Plan. 2.3. Adviser shall take appropriate actions and maintain policies and procedures reasonably necessary to ensure Adviser does not engage in any nonexempt prohibited transaction under ERISA in providing Services hereunder. Adviser's policies and procedures are designed to comply with applicable law, including Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), pursuant to which Adviser has delegated certain obligations under this Agreement to Subadviser, as described in Adviser's Form ADV Brochure. 2.4. Adviser has authorized GWFS Equities, Inc. ("GWFS"), an affiliate of Adviser, and its licensed agents and registered representatives who are Great-West employees(collectively referred to as"Agents")to solicit, refer and market Adviser's services. In addition to their salary, such Agents may earn bonus compensation based upon engaging plan sponsors to offer AAG's services. Other Agents and Adviser representatives may be indirectly v.02.01.20 3