Disclosures

The Ayco Company, L.P. ("Ayco") provides a wide variety of financial counseling, investment advisory, investment education and other services. Ayco's counseling services may consist of, among other things, assisting the counseled individuals in developing a comprehensive program designed to maximize the benefits of their employers' existing compensation and fringe benefit programs, to conserve the counseled individual's assets, to manage income on a long-term basis and to develop an individual retirement program and estate plan.

Depending on the particular program, Ayco may analyze the financial status of a counseled individual's sources of income, assets, personal obligations, expectations, commitments, family responsibilities and the effect of the existing income and estate tax structure on sources of income and accumulation of wealth. Ayco counselors may assist counseled individuals in reviewing and selecting the allocations of assets among various asset groups and they may assist counseled individuals in understanding how certain decisions may affect the counseled individual's risk/return ratio.

Any retirement planning information, including, but not limited to, information regarding your retirement account(s), is for informational purposes only and is provided solely on the basis that it will not constitute investment or other advice or a recommendation relating to any person's or plan's investment or other decisions, and Ayco is not a fiduciary or advisor with respect to any person or plan by reason of providing the material or content herein including under the Employee Retirement Income Security Act of 1974 or Department of Labor Regulations. Unless Ayco has agreed in writing to provide discretionary investment management services to your retirement account, you understand that all investment decisions concerning your retirement accounts are made by you, without any advice or recommendations from Ayco.

Ayco is paid a fee from the corporate client and/or from the counseled individual to whom counseling services are rendered. Certain corporate clients may impute some or all of the fee to counseled individuals in their employ. Fees vary based on a number of factors including the particular counseling service rendered, the complexity of the service, the size of the account relationship and whether tax preparation is included.

This material has been prepared by The Ayco Company, L.P. ("Ayco"), which is an affiliate of Goldman Sachs & Co. LLC and a subsidiary of The Goldman Sachs Group, Inc. This material is for your information only and is intended for educational purposes only in order to facilitate your discussions with Ayco. This is not an offer or solicitation with respect to the purchase or sale of any security. The material is based upon information which we consider reliable, but we do not represent that such information is accurate or complete, and it should not be relied upon as such. Opinions expressed are current opinions only.

You should be aware that tax treatment is subject to change by law, in the future or retroactively, and you should consult with your tax advisors (be it Ayco or a third party) regarding any potential strategy, investment or transaction. Neither Goldman Sachs & Co. LLC nor Ayco provide legal advice to their clients, and you should consult with your own legal advisor regarding any potential strategy, investment, financial plan, estate plan or with respect to their interest in any employee benefit or retirement plan.

You should consider how estate tax may affect the disposition of your estate. In providing an overview of how estate taxes may impact financial planning strategies outlined herein, this presentation may include assumptions about estate tax levels that are not the current effective estate tax rate. Please note that under the Tax Relief, Unemployment Insurance Authorization, and Job Creation Act of 2010 ("TRA 2010"), the estate, gift and GST exemptions were unified and portability of the estate and gift tax was introduced. Absent Congressional action to extend the TRA 2010 beyond 2012, the gift, estate and GST tax will revert to their 2001 form and the portability of the estate and gift tax exemption will also expire. Ayco does not predict whether or how Congress will act.

Manager selection and ongoing due diligence of certain unaffiliated mutual funds and ETFs are performed by the Alternative Investments and Manager Selection ("AIMS") group within Goldman Sachs Asset Management ("GSAM"). Such due diligence may include, but is not limited to, on-site meetings, analytics related to historical performance, reference calls and risk reviews. This is not meant to be an exhaustive description of the due diligence process performed by AIMS, which could be modified in certain instances based on a number of factors. An "Outside Manager" is a manager that has not been reviewed or approved by AIMS and any manager not recommended by Ayco or its affiliates including GS&Co. and GSAM. Ayco does not follow, review or make any recommendations concerning Outside Managers. Ayco's actions with regard to Outside Managers may differ from, and may conflict with, the opinions, advice given or investment decisions made by Ayco's affiliates, including GS&Co. and GSAM. Ayco may, as an accommodation, include investments managed by Outside Managers in asset allocation discussions or in an asset allocation and other financial planning exhibits; however, any decision to invest with an Outside Manager is determined solely by the client. Ayco and its affiliates are not responsible for the selection, supervision, management, performance or other similar services of or in connection with any Outside Manager. Ayco and its affiliates do not assume any liability related to a client's acquisition, disposal or holding of investments(s) managed by an Outside Manager. Ayco will rely on information provided by or on behalf of clients, or other available information when including an Outside Manager in asset allocation discussions and preparing financial planning exhibits. Neither Ayco nor its affiliates verify the accuracy or completeness of the information concerning Outside Managers provided by or on behalf of clients.

Ayco as an accommodation may include foreign accounts or assets in financial planning discussions or related exhibits; however, it is the sole responsibility of the client to comply with any legal and financial disclosure obligations of the laws of any country to which the client is subject. Ayco will rely on information provided by the client or his or her agents when including foreign accounts or assets in financial planning discussions or related exhibits. Ayco does not verify the accuracy of the any information concerning foreign accounts or assets.

Potential Conflicts of Interest

Under certain of Ayco's financial counseling programs, Ayco may recommend securities or investment products, including those offered by its affiliates. This could lead to conflicts of interest of which you should be aware. Ayco is part of Goldman Sachs, a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization. The Goldman Sachs Group, Inc., Ayco, and their affiliates and employees (collectively, "Goldman Sachs") are engaged in businesses and have interests other than providing financial counseling services to individuals. This includes the management and sale of investment funds and other financial products that may be recommended to counseled individuals, and investment activities and business operations that may affect such funds or products. Goldman Sachs, Ayco and its counselors may receive various forms of compensation, commissions, payments, rebates and services related to sponsoring, managing or selling investment products recommended to counseled individuals. This may incentivize Ayco or its affiliates and their employees to recommend such products over others which might also be appropriate for counseled individuals. Goldman Sachs' arrangements with outside managers may differ, and currently Goldman Sachs, Ayco and its counselors receive greater compensation for accounts managed by Goldman Sachs affiliates than in connection with separate accounts managed by non-Goldman Sachs entities.

Ayco or its affiliates may engage in insurance consulting or the insurance agency business for purposes of offering insurance contracts to counseled individuals, including variable life insurance contracts for which Ayco or its counselors may receive various forms of compensation. In addition, investment advisors of investment funds and products that may be offered to counseled individuals also may have other clients, businesses, and interests in addition to managing the assets of such product. Present and future activities of Goldman Sachs and other advisers in addition to those described in this supplement may give rise to additional conflicts of interest. More information regarding Ayco's business practices and conflicts is set forth in Ayco's Form ADV brochure, which is available upon request.

Ayco may provide tax advice, bill pay and bookkeeping services to its clients. In addition, in its capacity as an investment adviser, Ayco may prepare reports that reflect a client's overall investment portfolio and financial position based on information provided to Ayco by its clients, which Ayco does not certify for accuracy or completeness. Ayco does not provide attest or compilation services and does not prepare, present, audit, review or examine prospective financial information or express any opinion as to the accuracy or validity of that information. Tax advice is provided as part of Ayco's comprehensive financial counseling services, which are not related to the preparation or presentation of financial statements. Ayco does not provide accounting advice to its clients.

Goldman Sachs & Co. LLC does not provide accounting or tax advice to its clients, unless explicitly agreed between the client and Goldman Sachs & Co. LLC. All clients should be aware that tax treatment is subject to change by law, in the future or retroactively, and clients should consult with their tax advisors regarding any potential strategy, investment or transaction.

Neither Goldman Sachs & Co. LLC nor Ayco provide legal advice to their clients, and all clients should consult with their own legal advisor regarding any potential strategy, investment, financial plan, estate plan or with respect to their interest in any employee benefit or retirement plan.

Additional Disclosures Applicable to Marketplace

This site lists certain service providers. The fact a service provider is listed does not constitute an endorsement or recommendation of that particular service provider, and there are other service providers that are not listed that provide similar services and products.

Any service provider material has been prepared by the respective service providers for informational purposes only. Such material is not an offer, or solicitation, or advice with respect to the purchase or sale of any security. The material is based upon information which Ayco considers reliable but is subject to change without notice; Ayco does not represent that such information is accurate or complete, and it should not be relied upon as such. For more information, please visit the respective service provider's website. Ayco makes no representations regarding the content of any service provider sites, services, or products, nor on the suitability or appropriateness of the products, services, or transactions provided by any service providers.

Ayco is not responsible for the supervision, monitoring, management, or performance of any service provider. By using this site, you acknowledge and agree that all decisions to engage with or use a service provider are made by you, without any advice or recommendation from Ayco, and that Ayco shall not be liable for any failure of a service provider to render services or any losses incurred as a result of such services. Ayco shall in no way be liable for your ultimate selection and utilization of a service provider.

Goldman Sachs may hold ownership interests in and/or have other relationships with certain service providers included in the Marketplace, which could create conflicts of interest. For example, Goldman Sachs may have ownership interests in or other business relationships with one or more of the service providers, from which it may receive compensation or other benefits. Ayco may also receive compensation relating to products and services made available on this site from certain service providers, including from its affiliates Goldman Sachs & Co. LLC and Goldman Sachs Bank USA. As compensation varies by service provider, Ayco may be incented to include certain service providers on the site relative to others.

Ayco's corporate clients may hold ownership interests in and/or have other relationships with one or more service providers included in the Marketplace and may request that certain service providers be made available or not be made available to their respective employees. Ayco has no involvement in and is not responsible for, and has no liability for, any such relationships or any such decisions.

Additional Information Related to GSAM and Certain Models on the Betterment platform

Certain of the models on the Betterment platform are compiled by Goldman Sachs Asset Management, L.P. ("GSAM"). GSAM, an affiliate of Ayco, is part of Goldman Sachs. As such, GSAM and its affiliates and their respective partners, directors, officers and employees (collectively, "Related Persons") may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be recommended to be purchased, sold or held in investment funds ("Portfolio Funds") composing the model portfolios provided by GSAM (the "Model Portfolios"). Additional information about potential conflicts of interest regarding GSAM and Goldman Sachs is set forth in GSAM's Form ADV, which should be reviewed prior to using a Model Portfolio. A copy of Part 1 and Part 2A of GSAM's Form ADV is available on the SEC's website (www.adviserinfo.sec.gov).

GSAM and its Related Persons may give advice, make recommendations and take action in the performance of their duties to clients, or for their own accounts, that may differ from advice or recommendations given, or in the timing and nature of action taken, with respect to the Model Portfolios or the composition thereof. Subject to applicable law, nothing restricts GSAM or its affiliates or any of their personnel, from buying, selling or trading in any securities, including any Portfolio Funds, for themselves or any clients. GSAM and its Related Persons will have no obligation to include in a Model Portfolio any Portfolio Fund that GSAM or its Related Persons may purchase or sell (or recommend for purchase or sale) for the account of any other client, or for its or their own accounts. GSAM may make the Model Portfolios and the recommendations implicit therein available to other persons, including Related Persons of GSAM.

Compilation of Model Portfolios

When selecting Portfolio Funds for inclusion in a Model Portfolio, GSAM generally expects to select Portfolio Funds sponsored by GSAM or any of its affiliates (any such Portfolio Fund, a "GS Portfolio Fund") without considering or canvassing the universe of Portfolio Funds sponsored by persons not affiliated with GSAM or any of its affiliates ("Third Party Portfolio Funds"), even though there may (or may not) be one or more Third Party Portfolio Funds that may be more appropriate for inclusion in such Model Portfolio, unless GSAM determines, in its sole discretion, that a GS Portfolio Fund is not available in the relevant asset class / sub-asset class. To the extent that an appropriate GS Portfolio Fund is not available, only then will GSAM consider Third Party Portfolio Funds for inclusion in a Model Portfolio. Any Third Party Portfolio Funds used in the Model Portfolios shall be selected by GSAM, in its sole discretion.

GSAM will not, and will not be obligated to, take into account the tax status or other characteristics of any client or potential client when compiling the Model Portfolios. GSAM will not provide any legal, tax or accounting advice in relation to Model Portfolios or whether it would be advisable for any client to invest in any Portfolio Fund, and clients should not rely on, or treat as legal, tax or accounting advice, any information or communications (written or oral) from GSAM in respect thereof.

The Portfolio Funds selected for a Model Portfolio may not perform as well as other investment products that could have been selected for such Model Portfolio. Clients must independently determine the appropriateness of a Model Portfolio with their respective advisers.

Diligence on Portfolio Funds and Model Portfolios

GSAM expects to evaluate Third Party Portfolio Funds included in the Models Portfolios from an investment perspective, which will solely consist of a review of the Third Party Portfolio Fund's benchmark index, tracking error relative to the benchmark index and liquidity profile (e.g., market capitalization and average daily trading volume). GSAM shall have no additional responsibility to review the Third Party Portfolio Funds. GSAM shall have no obligation (and no one should rely on GSAM) to conduct specific operational or any other form of due diligence on any of the Third Party Portfolio Funds, and shall have no obligation (and no one should rely on GSAM) to conduct any form of due diligence on any of the GS Portfolio Funds.

Compensation

While GSAM will not be entitled to compensation from Betterment in respect of the Model Portfolios provided to Betterment for the Betterment For Advisers Platform, GSAM and/or its affiliates will benefit from the subscription by clients in GS Portfolio Funds. Goldman Sachs (including GSAM) will generally receive compensation in connection with the management of GS Portfolio Funds included in a Model Portfolio. Because Goldman Sachs will only be compensated for the compilation of Model Portfolios if the assets invested in accordance therewith are invested in GS Portfolio Funds, GSAM will be incentivized to include GS Portfolio Funds in Model Portfolios, even if Third Party Portfolio Funds are more appropriate for inclusion in the Model Portfolios. Additionally, GSAM will be disincentivized to remove any GS Portfolio Funds from a Model Portfolio. Such incentives could have an adverse effect on the performance of the Model Portfolios. As noted above, GSAM will select GS Portfolio Funds for the Model Portfolios unless a GS Portfolio Fund is not available in the relevant asset class / sub-asset class; in addition, no substitutions of any GS Portfolio Funds with Third Party Portfolio Funds in any Model Portfolio are generally permitted.

Neither Goldman Sachs nor GSAM will be required to share any fees, allocations, compensation, remuneration or other benefits received in connection with any assets invested in the GS Portfolio Funds with Betterment or any other party using the Betterment For Advisers Platform.

Delay in updating Model Portfolios

There may be timing differences in the receipt by Betterment of updates to the Model Portfolios and the receipt of such updates by other persons. Because of any such timing differences, GSAM may have taken action or advised other clients of GSAM, and its Related Persons, with respect to changes in the Model Portfolios before communicating this information to Betterment. As a result, GSAM and/or its Related Persons may have already commenced trading for its or their other clients before Betterment has received or had the opportunity to make available on its platform updates to GSAM's Model Portfolios. In this circumstance, trades ultimately placed for or on behalf of the clients by Betterment may receive prices that are less favorable than the prices obtained by GSAM or its Related Persons for their client accounts. Any delay in updates of Model Portfolios may in certain instances reduce or eliminate the Model Portfolio's usefulness.