CollegeAdvantage Direct 529 Savings Plan Offering ...

CollegeAdvantage Direct 529 Savings Plan
Offering Statement and Participation Agreement – June 19, 2015

The CollegeAdvantage Direct 529 Savings Plan is offered and administered by the Ohio Tuition Trust Authority on behalf of the State of Ohio.

SUPPLEMENT TO THE DIRECT PLAN OFFERING STATEMENT AND
PARTICIPATION AGREEMENT DATED JUNE 19, 2015

Effective January 1, 2016

SUMMARY OF SUPPLEMENTAL CHANGES

This is the first supplement to the CollegeAdvantage Direct 529 Plan Offering Statement and Participation Agreement dated June 19,
2015. The changes are listed below and are described in detail herein. All changes as set forth below should be read in conjunction
with the Offering Statement and Participation Agreement dated June 19, 2015.

Brief description of changes* Offering Statement, June 19, 2015 – Page #

1. Additional Notice to Investors 2
2. State Agency Name Change 3, 5
3. Instructions for custodianship termination notification
4. Account Limit for Contributions: change in value amount 7
5. Revised Terminology: incompetency 11
6. Updated Web Safeguards and Availability 13, 56, 61
7. Correction to description of Vanguard Morgan Growth Option 15
8. Additional Information about State and Federal Tax Information 28
9. Updated Fee Table 45
10. Additional Information about 1099-Q 41, 42
11. Updated Investment Performance 46
12. Updated Penalty for Early Withdrawal of Fifth Third 529 CDs 58, 59, 60
13. Re-contribution of Amounts Refunded by an Eligible Educational Institution 68
14. Updated Qualified Higher Education Expenses 9, 16
16

*Read the full description of changes detailed below. Do not rely only on the information in this list as it is not intended to convey the full
details of the supplemental changes.

1. ADDITIONAL NOTICE TO INVESTORS (PAGE 2)

An additional notice to investors has been added to the Offering Statement.

Accordingly, on page 2, in the section titled “Important Notice to Investors,” after the last paragraph, add the following two
new paragraphs: “If you are not invested in the CollegeAdvantage Direct Plan, and you are instead invested in one of the other
CollegeAdvantage Plans, you should not rely on this Offering Statement. [--end paragraph] [next paragraph--] IRC Section 529
Qualified Tuition Programs are intended to be used only to save for Qualified Higher Education Expenses. These programs are
not intended to be used, nor should they be used, by any taxpayer for the purpose of evading federal or state taxes or tax
penalties. Taxpayers may wish to seek tax advice from an independent tax advisor based on their own particular circumstances.”

www.CollegeAdvantage.com 1-800-AFFORD-IT (233-6734) 1/1/16 Supplement – Page 1

2. STATE AGENCY NAME CHANGE (PAGES 3 AND 5)

Pursuant to a change in Ohio law, the name of the state agency, the Ohio Board of Regents, has changed to the Ohio Department
of Higher Education.

Accordingly, on page 3 in the section titled “Summary of Plan Features,” in the first bullet, strike the second sentence in its entirety
and replace with “OTTA is an office within the Ohio Department of Higher Education.”

Accordingly, on page 5, in the section titled “Program Manager: The Ohio Tuition Trust Authority,” strike the first sentence in
its entirety and replace with “The CollegeAdvantage Direct Plan is offered and administered by OTTA, an office within the Ohio
Department of Higher Education.”

3. INSTRUCTIONS FOR CUSTODIANSHIP TERMINATION NOTIFICATION (PAGE 7)

OTTA must receive documentation to confirm a termination of custodianship.

Accordingly, on page 7, in the section titled “Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA),”
after the last sentence, add the following new paragraph: “The Account Owner must notify OTTA if a custodianship terminates,
and must provide any documentation reasonably requested by OTTA to confirm the termination of the custodianship. Please
contact a legal or tax professional to determine the legality and tax consequences of any actions you might take with respect to
an UTMA/UGMA Account.

4. ACCOUNT LIMIT FOR CONTRIBUTIONS (PAGE 11)

The Account Limit for Contributions is $426,000 as of January 1, 2016.

Accordingly, on page 11 in the section titled “Account Limit for Contributions,” in paragraph 1, last sentence, strike “2015” and
replace with “2016” also strike “$414,000” and replace with “$426,000.”

5. REVISED TERMINOLOGY (PAGES 13, 56, 61)

The Ohio Administrative Code defines the term related to the ability of a person to own or become the owner of an account.

Accordingly, on page 13, in the section titled “Designating or Changing a Successor Owner,” strike the 3 instances of the word
“incapacity” and replace each with “incompetency” in paragraphs 1 and 3.

Accordingly, on page 56, in Item 8, first sentence, strike the word “incapacity” and replace with “incompetency.”

Accordingly, on page 61, add the following defined term: Incompetency -- A condition as defined by the Ohio Administrative
Code Section 3334-1-01(H).

6. WEB SAFEGUARDS AND AVAILABILITY (PAGE 15)

Changes have been made to the CollegeAdvantage website.

Accordingly, on page 15, in the section titled “Web Safeguards and Availability,” strike the first two paragraphs and replace with
“All CollegeAdvantage web pages are secured through encrypted communication to our servers. In addition to securing your
traffic, we have implemented what is known as Extended Validation. Extended Validation gives you a chance to verify a website’s
owner. Verifying the website owner is important because it helps you to avoid being the victim of a phishing attack. All of our
websites are owned by the Tuition Trust Authority of Ohio and that can be checked by clicking on the green lock in your browser
when you come to our website (all major browsers support Extended Validation – the bar and lock turn green so you know the site
has been validated and can be checked by you).”

www.CollegeAdvantage.com 1-800-AFFORD-IT (233-6734) 1/1/16 Supplement – Page 2

7. VANGUARD MORGAN GROWTH OPTION (PAGE 28)

Correction to the description of the Vanguard Morgan Growth Option (U.S. LARGE AND MID CAP STOCKS-GROWTH)

Accordingly, on page 28, in the heading “Vanguard Morgan Growth Option,” add the words “Mid Cap” to the sentence so that
the subheading reads “(U.S. Large and Mid Cap Stocks – Growth).”

8. ADDITIONAL INFORMATION ABOUT STATE AND FEDERAL TAX INFORMATION (PAGE 45)

Accordingly, on page 25, in the section titled “Qualified Withdrawals, Coordination with Other Federal Tax Incentives, Education
Tax Credits,” after the last sentence, add “If you do so, the withdrawal or part of the withdrawal may be considered a non-
qualified withdrawal and subject to taxation.”

9. UPDATED FEE TABLE (PAGES 41 AND 42)

Plan fees for Portfolio and Fund Accounting decreased from 0.025% to 0.02% as of August 1, 2015.

Accordingly, strike pages 41 and 42 and replace with the following most current version of the Direct Plan Fee Table, as found on
pages 7-8 of this document.

10. ADDITIONAL INFORMATION ABOUT 1099-Q (PAGE 46)

Accordingly, on page 46, in the section titled “IRS Form 1099-Q,” strike the second paragraph and replace with “The 1099-Q is
sent to the Beneficiary and the Beneficiary is listed as the recipient if the withdrawal is made (a) directly to the designated
Beneficiary, or (b) to and Eligible Educational Institution for the benefit of the Beneficiary, or (c) the account is UTMA/UGMA. In
all other cases, the 1099-Q will be sent to the Account Owner who will be listed as the recipient.”

11. UPDATED INVESTMENT PERFORMANCE (PAGES 58 – 60)

Investment Performance is updated monthly to reflect current performance results and any other changes, including, but not limited
to changes to savings accounts and Certificate of Deposit (CD) annual percentage yield (APY) rates.

Accordingly, strike pages 58 – 60, and replace with the following most current version of the Direct Plan Investment Performance
document, found on pages 5-6 of this document.

12. UPDATED PENALTY FOR EARLY WITHDRAWAL OF FIFTH THIRD 529 CDS (PAGE 68)

Changes have been made to the penalties for early withdrawal of Fifth Third 529 Certificates of Deposit (CDs).
Accordingly, on page 68, strike the two paragraphs titled “Penalty for Early Withdrawal,” and replace in its entirety with:
Penalties for Early Withdrawals – A penalty will apply if principal is withdrawn prior to the maturity date, based on the term of the CD.

CD Term CD Penalties for Early Withdrawal
7-364 days 1% of principal withdrawn

365 days – 35 months 2% of principal withdrawn

36 months or greater 3% of principal withdrawn

The amount of the penalty shall not exceed interest earned, except for during the first 6 days of the terms where a minimum 7 day
interest penalty must be applied and may be deducted from principal. The entire penalty will be waived in the event of death, court
ordered withdrawal, or court declared incompetency of an owner. Partial withdrawals are not allowed.

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13. RE-CONTRIBUTION OF AMOUNTS REFUNDED BY AN ELIGIBLE EDUCATIONAL INSTITUTION (PAGES 9 AND 16)

Pursuant to recent changes in Federal law, which are retroactively effective January 1, 2015, a beneficiary who receives a
refund of any qualified higher education expenses from an eligible educational institution may re-contribute funds originally
withdrawn from your Account, up to the refunded amount within 60 days after the date of the refund without penalty. A transition
rule contained in the Federal law permits any such refund received after December 31, 2014 and before December 18, 2015 to
be re-contributed at any time through February 16, 2016.

Accordingly, on page 9, in the section titled “Contributions,” after the last paragraph, add the following new paragraph: “If
your contribution is a re-contribution of an amount originally withdrawn from your account and later refunded by an eligible
educational institution, special rules apply and you must notify OTTA of the nature of your contribution. Notification must include
sending a letter of instruction signed by the Account Owner detailing the account number of the Account from which the
withdrawal was initiated along with the date and amount of the withdrawal. If these steps are not followed, the amount will be
treated as a normal contribution and thus the original withdrawal may be considered a non-qualified withdrawal by the IRS. You
should consult your tax advisor regarding the tax implications of any refunds and/or re-contributions. See QUALIFIED
WITHDRAWALS for more information.

Accordingly, on page 16, in the section titled “Qualified Withdrawals,” after the last paragraph add the following new
paragraph: “In the case of a beneficiary who receives a refund of any qualified higher education expenses from an eligible
educational institution that was originally paid for with funds withdrawn from your Account, an amount up to the refunded
amount may be re-contributed without penalty so long as such re-contribution is made not later than 60 days after the date
of such refund. For refunds received after December 31, 2014 and before December 18, 2015 only, re-contributions up to
the refunded amount may be made at any time through February 16, 2016 without penalty. The individual making the re-
contribution is responsible for notifying OTTA that the contribution is a re-contribution of previously withdrawn funds and the
refunded amount is compliant with this rule, and for maintaining all documentation linking the re-contribution to the refund from
the eligible educational institution. Notification must include sending a letter of instruction signed by the Account Owner
detailing the account number of the Account from which the withdrawal was initiated along with the date and amount of
the withdrawal. If these steps are not followed, the amount will be treated as a normal contribution and thus the original
withdrawal may be considered a non-qualified withdrawal by the IRS. You should consult your tax advisor regarding the
tax implications of any refunds and/or re-contributions.

14. UPDATED QUALIFIED HIGHER EDUCATION EXPENSES (PAGE 16)

Pursuant to recent changes in Federal law, the list of qualified higher education expenses has been expanded to include computer
and related equipment, software and services, as described below, with a retroactive effective date of January 1, 2015.

Accordingly, on page 16, in the section titled “Qualified Higher Education Expenses,” after the last paragraph, add the following
new paragraph: “Computer and related equipment and services—Qualified higher education expenses include expenses for
the purchase of computer or peripheral equipment (as defined in section 168(i)(2)(B) of the Internal Revenue Code, computer
software (as defined in section 197(e)(3)(B) of the Internal Revenue Code)), or Internet access and related services, if such
equipment, software, or services are to be used primarily by the beneficiary during any of the years the beneficiary is enrolled
at an eligible educational institution.”

www.CollegeAdvantage.com 1-800-AFFORD-IT (233-6734) 1/1/16 Supplement – Page 4

INVESTMENT PERFORMANCE

At-a-glance information about the CollegeAdvantage Direct Plan
investment options available.

ANNUALIZED PERFORMANCE AS OF 10/31/15

Investment Options Inception Total YTD 1 year 3 years 5 years 10 years Since Incep-
Date tion
Annual Fee Performance

as of 8/1/15 as of 10/31/15

READY-MADE AGE-BASED PORTFOLIOS 02/17/09 0.353% 2.24% 2.56% 11.99% 9.97% N/A 15.99%
02/17/09 0.348% 1.22%
Advantage Age-Based Portfolio 02/17/09 0.348% 3.03% 2.01% 11.87% 10.09% N/A 15.96%
02/17/09 0.331% 1.68%
Newborn through age 5 02/17/09 0.304% 3.15% 3.25% 11.61% 9.59% N/A 15.36%
1.77% 2.34% 11.34% 9.71% N/A 15.41%
Blended Index Benchmark 05/24/04 0.214% 2.52% 3.44% 10.72% 9.07% N/A 14.19%
05/24/04 0.219% 1.68% 2.39% 10.38% 9.22% N/A 14.52%
Ages 6 to 9 05/24/04 0.224% 1.00% 2.12% 6.15% 5.58% N/A 9.84%
Blended Index Benchmark 05/24/04 0.229% 0.75%
Ages 10 to 12 05/24/04 0.247% 1.57% 5.98% 6.21% N/A 11.00%
0.98%
Blended Index Benchmark 05/24/04 0.219% 1.26% 0.84% 1.97% 1.99% N/A 3.96%
05/24/04 0.224%
Ages 13 to 16 05/24/04 0.229% 1.23% 0.67% 1.98% 2.48% N/A 4.81%
05/24/04 0.247% 1.45%
Blended Index Benchmark 05/24/04 0.247% 2.16% 13.88% 11.90% 7.00% 7.42%
1.37% 2.78% 14.23% 12.15% 7.22% 7.58%
Ages 17 and older 05/24/04 0.224% 1.51%
05/24/04 0.229% 2.34% 10.83% 9.83% 6.71% 6.89%
Blended Index Benchmark 05/24/04 0.247% 1.27% 2.81% 11.11% 10.01% 6.81% 7.00%
05/24/04 0.247% 1.44%
Vanguard Aggressive Age-Based Portfolio 05/24/04 0.270% 2.40% 7.76% 7.60% 6.16% 6.26%
0.61% 2.69% 7.97% 7.78% 6.30% 6.41%
Newborn through age 5 0.74%
Vanguard Aggressive Growth Index Portfolio 2.17% 4.58% 5.23% 5.41% 5.46%
1.23% 2.44% 4.82% 5.46% 5.61% 5.68%
Blended Index Benchmark: Aggressive Growth Composite 1.45%
0.88% 0.22% 1.88% 3.55% 3.58%
Ages 6 to 10 1.37% 0.91% 0.41% 2.11% 3.75% 3.75%
Vanguard Growth Index Portfolio 1.51%
Blended Index Benchmark: Growth Composite 2.34% 10.83% 9.83% 6.71% 6.89%
Ages 11 to 15 1.27% 2.81% 11.11% 10.01% 6.81% 7.00%
Vanguard Moderate Growth Index Portfolio 1.44%
Blended Index Benchmark: Moderate Growth Composite 2.40% 7.76% 7.60% 6.16% 6.26%
Ages 16 to 18 0.61% 2.69% 7.97% 7.78% 6.30% 6.41%
Vanguard Conservative Growth Index Portfolio 0.74%
Blended Index Benchmark: Conservative Growth Composite 2.17% 4.58% 5.23% 5.41% 5.46%
Ages 19 and older 0.61% 2.44% 4.82% 5.46% 5.61% 5.68%
Vanguard Income Portfolio 0.74%
Blended Index Benchmark: Income Composite 0.88% 0.22% 1.88% 3.55% 3.58%
1.37% 0.91% 0.41% 2.11% 3.75% 3.75%
Vanguard Moderate Age-Based Portfolio 1.51%
0.88% 0.22% 1.88% 3.55% 3.58%
Newborn through age 5 1.27% 0.91% 0.41% 2.11% 3.75% 3.75%
Vanguard Growth Index Portfolio 1.44%
Blended Index Benchmark: Growth Composite 2.40% 7.76% 7.60% 6.16% 6.26%
Ages 6 to 10 0.61% 2.69% 7.97% 7.78% 6.30% 6.41%
Vanguard Moderate Growth Index Portfolio 0.74%
Blended Index Benchmark: Moderate Growth Composite 2.17% 4.58% 5.23% 5.41% 5.46%
Ages 11 to 15 0.61% 2.44% 4.82% 5.46% 5.61% 5.68%
Vanguard Conservative Growth Index Portfolio 0.74%
Blended Index Benchmark: Conservative Growth Composite 0.88% 0.22% 1.88% 3.55% 3.58%
Ages 16 to 18 0.00% 0.91% 0.41% 2.11% 3.75% 3.75%
Vanguard Income Portfolio 0.00%
Blended Index Benchmark: Income Composite 0.88% 0.22% 1.88% 3.55% 3.58%
Ages 19 and older 0.91% 0.41% 2.11% 3.75% 3.75%
Vanguard Income Portfolio
0.00% 0.03% 0.02% 1.33% 1.43%
Blended Index Benchmark: Income Composite 0.00% 0.00% 0.00% 1.13% 1.19%

Vanguard Conservative Age-Based Portfolio

Newborn through age 5
Vanguard Moderate Growth Index Portfolio
Blended Index Benchmark: Moderate Growth Composite
Ages 6 to 10
Vanguard Conservative Growth Index Portfolio
Blended Index Benchmark: Conservative Growth Composite
Ages 11 to 15
Vanguard Income Portfolio
Blended Index Benchmark: Income Composite
Ages 16 to 18
Vanguard Income Portfolio
Blended Index Benchmark: Income Composite
Ages 19 and older
Vanguard Prime Money Market Option
Benchmark: Money Market Funds Average

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TABLE OF CONTENTS (cont’d)

Reporting and Other Matters....................................................................................................... 48

Account Statements and Reports.................................................................................................................................................. 48
Audited Financial Statements....................................................................................................................................................... 48
Obtaining Additional Information Regarding the Underlying Mutual Funds....................................................................... 48

Privacy Statement........................................................................................................................ 49

Other Terms and Conditions........................................................................................................ 50

Plan Termination.............................................................................................................................................................................. 50
Effect of Certain Legal Processes................................................................................................................................................ 50
Agreement Acceptance.................................................................................................................................................................. 50
Conditional Acceptance................................................................................................................................................................. 50
OTTA Rescission of Agreement for Fraud................................................................................................................................... 51
Limitation of Liability...................................................................................................................................................................... 51

Section 3: Participation Agreement.............................................................................................. 52

Section 4: CollegeAdvantage Direct Plan Investment Performance............................................. 58

Section 5: Defined Terms.............................................................................................................. 61

Appendix – Fifth Third

Rules and Regulations Applicable to the Fifth Third 529 Savings Accounts and CDs Offered Under the
CollegeAdvantage Direct 529 Savings Plan............................................................................................................................. 63

Section 1: Important Notice to Investors

SECTION 1: IMPORTANT NOTICE TO INVESTORS

This CollegeAdvantage Direct Plan Offering Statement any 529 plan, including the CollegeAdvantage Direct Plan as
and Participation Agreement (Offering Statement) contains described in this Offering Statement.
important information to be considered in making a decision Neither the CollegeAdvantage Direct Plan itself nor the
to invest in the CollegeAdvantage Direct 529 Savings Plan Investment Options offered in the CollegeAdvantage Direct
(CollegeAdvantage Direct Plan), including information Plan are mutual funds. CollegeAdvantage Direct Plan
about risks, limitations, and fees. Before investing in the Account Owners own Investment Options which represent an
CollegeAdvantage Direct Plan, read and carefully consider interest in the underlying mutual funds or Banking Options (as
this Offering Statement, including any amendments or defined below) owned by the Ohio Variable College Savings
supplements. Trust Fund (Variable Trust Fund), which was established by
The CollegeAdvantage Direct Plan is offered to residents OTTA to hold assets invested in the CollegeAdvantage Direct
of all states; however, Ohio residents and taxpayers Plan. Account Owners with Banking Options have a direct
may obtain certain State of Ohio tax benefits through ownership in those products through Fifth Third Bancorp (Fifth
the CollegeAdvantage Direct Plan that are generally not Third). Account Owners do not own shares in the underlying
available to taxpayers in other states. If you are not an Ohio mutual funds. The OTTA Board (OTTA Board) is the Trustee of
resident or taxpayer, before you invest, consider whether your the Variable Trust Fund.
home state offers a 529 Plan that provides its taxpayers with The CollegeAdvantage Direct Plan and its Investment
state tax or other benefits not available to you through this Options are not registered with the Securities and Exchange
CollegeAdvantage Direct Plan. Commission (SEC) or with any state securities commissions
You should consult your legal, financial, tax, or other advisor pursuant to exemptions from registration available for
to learn more about state-based tax benefits, to consider your obligations issued by a public instrumentality of a state.
specific circumstances and investment goals, and to understand Neither the SEC nor any state securities commission has
and consider the terms of this Offering Statement. approved or disapproved interests in the CollegeAdvantage
The Ohio Tuition Trust Authority (OTTA) administers the Direct Plan or passed upon the adequacy of the Offering
CollegeAdvantage 529 Savings Program (CollegeAdvantage Statement.
Program). The CollegeAdvantage Program is offered Other than the Fifth Third Investment Options (Banking
and sold as: 1.) the CollegeAdvantage Direct Plan, and Options), money contributed to an Account is not a bank
2.) the CollegeAdvantage Advisor 529 Savings Plan deposit and is not insured by the FDIC. Contributions invested
(CollegeAdvantage Advisor Plan) offered through BlackRock. in Banking Options are an obligation of Fifth Third and are
OTTA also administers a prepaid tuition program called insured by the FDIC, subject to certain limitations.
the CollegeAdvantage Guaranteed 529 Savings Plan The return on the mutual fund-based investment options is not
(CollegeAdvantage Guaranteed Plan), which remains guaranteed by the State of Ohio, OTTA, The Vanguard Group
closed since December 31, 2003 to new enrollments and (Vanguard), Dimensional Fund Advisors (Dimensional), or any
contributions. other person or entity. Except for contributions invested in
This Offering Statement describes only the accounts the Banking Options, participants assume all investment risk
available through the CollegeAdvantage Direct Plan. related to the CollegeAdvantage Direct Plan, including the
The CollegeAdvantage Advisor Plan is offered through potential loss of Principal. You could lose money, including
BlackRock and is available exclusively through financial the Principal you invest. Except as set forth herein, neither
advisors in Ohio and across the country. Investors who want the State of Ohio, OTTA, Vanguard, Dimensional, or Fifth
to invest in the CollegeAdvantage Advisor Plan should not Third, nor any other person or entity, has any obligation to
rely on this Offering Statement. Contact a financial advisor any Account Owner or other person or entity participating
or call BlackRock at (866) 529-8582 to obtain separate in or contributing to the CollegeAdvantage Direct Plan, and
offering materials for the CollegeAdvantage Advisor Plan. none of those parties assume any risk or liability for funds
The CollegeAdvantage Advisor Plan includes different invested in the CollegeAdvantage Direct Plan. Investing in
investment options with different investment managers than the the CollegeAdvantage Direct Plan involves other risks as
CollegeAdvantage Direct Plan. It may also include different summarized herein, including but not limited to tax risk, the
benefits, may assess different fees including withdrawal risk of loss of financial aid eligibility, the risk of plan changes
penalties and sales commissions, and may be marketed including changes to fees, and the risk of future changes to
differently than the CollegeAdvantage Direct Plan. federal and state law.
Investors who work with a financial advisor are not limited to OTTA cannot and does not provide legal, financial, or
investing in the CollegeAdvantage Advisor Plan only. Investors tax advice, and the information contained in this Offering
may work with a financial advisor to consider and invest in Statement shall not be construed as such.

1-800-AFFORD-IT (233-6734) 1

Section 1: Important Notice to Investors
The information in this Offering Statement is believed to be
accurate as of June 19, 2015, and is subject to change after
that date without notice. Prospective and current participants
in the CollegeAdvantage Direct Plan should rely only on the
information contained in this Offering Statement, including any
amendments or supplements. No one is authorized to provide
information regarding the CollegeAdvantage Direct Plan
that is different from information contained in this Offering
Statement.

2 www.CollegeAdvantage.com

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

SECTION 2: COLLEGEADVANTAGE DIRECT 529 SAVINGS PLAN OFFERING STATEMENT
OVERVIEW OF THE COLLEGEADVANTAGE DIRECT 529 SAVINGS PLAN

The CollegeAdvantage Direct Plan is a 529 college savings program that enables families to save and invest in a tax-advantaged
way to fund future qualified higher education expenses of a Beneficiary. CollegeAdvantage Direct Plan Accounts can be established by
parents, grandparents, family, or friends as well as U.S. trusts, non-profit organizations, custodians, guardians, and other entities.

SUMMARY OF PLAN FEATURES some cases, outside of the United States.
(See WITHDRAWALS.)
You should read the entire CollegeAdvantage Direct Plan  Investment Option Changes. Account Owners can
Offering Statement rather than relying on this summary before exchange existing funds from one Investment Option to
deciding to participate in the CollegeAdvantage Direct Plan. a different Investment Option. Restrictions apply. (See
ACCOUNT CHANGES.)
 Plan Administration. OTTA is the administrator, program  Minimum Contributions. You may contribute as little
manager and sponsor of the CollegeAdvantage Direct as $25 at a time (unless investing in a Fifth Third 529
Plan. OTTA is an agency within the Office of the Chancellor Certificate of Deposit, which requires a $500 minimum
of the Ohio Board of Regents. OTTA manages the day- contribution.)
to-day operations, conducts marketing, and provides  Account Limit for Contributions. By law, additional
customer service to the CollegeAdvantage Direct Plan, contributions may not be made to an Account to the extent that
while the OTTA Board oversees the investments of the Account balance (or the combined Account balances, if
the CollegeAdvantage Direct Plan. Ascensus College more than one Account) for the Beneficiary has reached
Savings Recordkeeping Services, LLC (Ascensus) serves as the Account Limit for Contributions, which is currently set at
Administrative Services and Recordkeeping Agent. (See $414,000. This amount is subject to change. (See ACCOUNT
PLAN ADMINISTRATION.) LIMIT FOR CONTRIBUTIONS.)
 Professional money management. Account Owners
 Tax advantages. You pay no taxes as your funds grow in may choose from diversified investment options managed
your account, and withdrawals used for qualified higher by Vanguard, Dimensional, and Fifth Third. (See PLAN
education expenses are exempt from both federal and ADMINISTRATION AND INVESTMENT OPTIONS.)
Ohio income tax. Up to $2,000 in annual contributions  Fees. There is no annual fee or enrollment fee to
per Beneficiary may be deducted from Ohio adjusted participate in the CollegeAdvantage Direct Plan. The Fifth
gross income with an unlimited carryforward of annual Third Investment Options do not have an annual asset-
contributions that exceed $2,000. Account funds later used based fee and the asset-based fees for the mutual fund-
for non-qualified expenses may result in Ohio tax liability. based Investment Options range between 0.195% and
(See STATE AND FEDERAL TAX INFORMATION.) 0.645%. (See DIRECT PLAN FEES AND EXPENSES.)
 Risk Factors. Investing in the CollegeAdvantage Direct
 Account Owner. Any adult U.S. Citizen or Resident Plan involves certain risks, including but not limited to
Alien with a Social Security Number or Taxpayer 1.) the possibility that you may lose money, 2.) the risk of
Identification Number can open a CollegeAdvantage federal and/or state tax law changes, 3.) the risk of any
Direct Plan Account. Certain entities may also own a CollegeAdvantage Direct Plan changes, including changes
CollegeAdvantage Direct Plan Account. Accounts may not in fees, and 4.) the risk that contributions to an
be jointly owned. (See OPENING AN ACCOUNT.) Account may adversely affect the Beneficiary’s and/
or Account Owner’s eligibility for financial aid or other
 Beneficiary. A Beneficiary must be an individual person benefits. (See RISK FACTORS.)
with a valid U.S. Social Security Number or Taxpayer
Identification Number. A Beneficiary can be of any age Account Owners can choose from a wide variety of Investment
and any relation to the Account Owner, or have Options from multiple fund managers. The CollegeAdvantage
no relationship to the Account Owner. (See OPENING Direct Plan offers ready-made age-based options based on
AN ACCOUNT.) the age of the Beneficiary, risk-based options based on the
risk tolerance of the investor, and individual Investment Options
 Account Control. Account Owners retain control over which include international and U.S. equity options, balanced
how and when withdrawals occur. Account Owners can options, fixed income options, capital preservation options, and
transfer funds to a different Beneficiary who is a Member FDIC-insured Banking Options. For the most current performance
of the Family of the preceding Beneficiary, or request a information regarding the Investment Options, please see Investment
withdrawal at any time. However, certain tax penalties Performance at www.CollegeAdvantage.com or call Customer
may apply to withdrawals not used for qualified higher Service at 1-800-AFFORD-IT (233-6734) to request a copy.
education expenses. (See WITHDRAWALS.)
1-800-AFFORD-IT (233-6734) 3
 Eligible Educational Institutions. Funds can be used
for qualified higher education expenses at any Eligible
Educational Institution anywhere in the United States and, in















Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

CONTRIBUTIONS (cont’d)

ROLLOVER CONTRIBUTIONS FROM A COVERDELL ESA Once the Account reaches the Account Limit for Contributions,
OR QUALIFIED U.S. SAVINGS BOND contributions for any Beneficiary will be rejected (or if accepted,
returned together with any earnings thereon) if the amount of
You can contribute to a CollegeAdvantage Direct Plan Account the contribution would cause the aggregate amount held for
with proceeds from the sale of assets held in a Coverdell ESA that Beneficiary to exceed the Account Limit for Contributions.
or a qualified U.S. Savings Bond. You will need to provide OTTA No additional contribution may be made to your Account if the
with the following documentation: amount of the contribution, when added to the value of any other
CollegeAdvantage Program Accounts for the same Beneficiary
 For assets from a Coverdell ESA: An account statement (but not necessarily the same Account Owner), including any
or other documentation from the custodian financial Accounts for the same Beneficiary in the CollegeAdvantage
institution showing the total amount contributed and the Advisor Plan or the CollegeAdvantage Guaranteed Plan, at
proportion of the assets that represent earnings. the time of the contribution, would exceed the Account Limit for
 For assets obtained by redeeming a qualified U.S. Contributions in effect at the time.
Savings Bond: An account statement, a Form 1099-INT, It is possible that, through increases in market value, an Account
or other documentation from the financial institution could grow to exceed the Account Limit for Contributions. In
that redeemed the bond showing how much of the this case, the fund value in excess of the Account Limit for
proceeds represented interest and how much Contributions would be allowed to remain in the Account. Should
represented Principal. Qualified bonds are generally at any point, the Account’s value ever go below the Account Limit
Series EE or I, and have multiple restrictions; see for Contributions due to either market declines or withdrawals
www.treasurydirect.gov under “Individuals,” “Planning from the Account, you could make additional contributions to the
& Giving,” “Education Planning” for more information. Account up to the Account Limit for Contributions.
This limitation on contributions is intended to comply with
Until OTTA receives the proper documentation, the entire the federal tax law requirement that OTTA have adequate
amount of your contribution will be treated as earnings per IRS safeguards to prevent contributions to an Account in excess of
rules governing 529 Plans. those generally necessary to provide for the qualified higher
education expenses of the Beneficiary of the Account.
MINIMUM CONTRIBUTIONS By establishing an Account, the Account Owner represents to
OTTA that each contribution made to an Account, together with
The minimum contribution to an Account is $25, unless you the amount invested in the Account and any other Accounts
select a Fifth Third 529 Certificate of Deposit. CDs require known to the Account Owner that have been established for
a $500 minimum contribution. If the Account Owner or other the same Beneficiary, does not exceed the Account Limit for
person making a contribution signs up for payroll deduction Contributions. OTTA reserves the right to change the Account Limit
or recurring AIP from his/her bank account, the minimum for Contributions. No assurance can be given that the amount held
contribution is also $25 per Account. You cannot purchase a CD in an Account or Accounts for any Beneficiary, even if contributions
with payroll deduction or recurring AIP. up to the Account Limit for Contributions are made, will be sufficient
to pay the qualified higher education expenses of the Beneficiary.
ACCOUNT LIMIT FOR CONTRIBUTIONS
OTTA TERMINATION RIGHT FOR
By law, additional contributions may not be made to an Account LOW BALANCE ACCOUNTS
to the extent that the Account balance (or the combined Account
balances, if more than one Account) for the Beneficiary has Pursuant to the ORC and Ohio Administrative Code, OTTA
reached the Account Limit for Contributions (formerly referred may terminate a CollegeAdvantage Direct Plan Account if no
to as Maximum Account Value), which is the amount calculated contributions have been made to the Account within three (3)
by OTTA as the maximum amount that may be necessary to pay years and the value of the Account is less than one hundred
for the qualified higher education expenses of the designated dollars ($100), provided that OTTA must first notify the Account
Beneficiary. The Account Limit for Contributions will be adjusted Owner of the proposed termination. Such notice shall be provided
each year, and may be changed at any time if required by in the form of a letter sent through a recognized mail service and
federal tax law. Beginning January 1, 2015, the Account Limit shall provide the Account Owner not less than sixty (60) days to
for Contributions is $414,000. contact OTTA to prevent termination. To prevent termination, the
Account Owner must contact OTTA within sixty (60) days and
This amount is currently calculated based on the sum of the provide documentation satisfactory to OTTA that the beneficiary is
current average cost of tuition for seven years at the five highest- 1.) currently serving in the U.S. military, 2.) currently attending an
cost Eligible Educational Institutions in the United States, and the eligible educational institution on a continuous basis, or 3.) subject
current average cost of room and board for seven years at the to other circumstances or conditions that OTTA deems sufficient
same Eligible Educational Institutions. This amount is adjusted to prevent termination. OTTA may require that Account Owners
to take into account estimated future inflation and estimated seeking suspension based on one of these criteria periodically
Account earnings. The limit will be adjusted annually. submit additional documentation to continue any suspension of this
termination right.
11
1-800-AFFORD-IT (233-6734)

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

ACCOUNT CHANGES

Throughout the life of your CollegeAdvantage Direct Plan Account, there are several changes that you, as the Account Owner, may
elect to make. These may include (but are not limited to) transferring assets to a different Beneficiary who is a Member of the Family,
transferring Account ownership to another individual, designating or changing a Successor Owner, designating or changing an
Authorized Agent, adding or revising Investment Options when making contributions, exchanging assets in the Account, and updating
your address and other personal information.
Account changes that result in the withdrawal of funds from an Account and/or new contributions to an Account, will be processed at
the Unit value of the applicable Investment Option(s) determined on the day of the actual deposit or withdrawal. (See INVESTMENT
OPTIONS – UNIT VALUE; PURCHASE AND WITHDRAWAL OF UNITS.)

TRANSFERRING FUNDS TO A an example, instructing a transfer with 3 remaining months: the
DIFFERENT BENEFICIARY original 12-month CD will be liquidated with penalty, deposited
to the Fifth Third 529 Savings Account, and the funds will be
The Account Owner may transfer all or part of the moved from the Fifth Third 529 Savings Account to a new CD
CollegeAdvantage Direct Plan Account assets to a different for 3 months with a new interest rate.)
CollegeAdvantage Direct Plan Account established for a Note regarding age-based Investment Options: Account Owners
different Beneficiary. who are invested in an age-based Investment Option should
In order to have a non-taxable and penalty-free transfer, note that even if no change in Investment Option is requested
the Beneficiary of the CollegeAdvantage Direct Plan Account at the time of the transfer, the particular Investment Option in
receiving the transferred assets must be a Member of the which the Account is invested may change if the new Beneficiary
Family of the prior Beneficiary, as that term is defined. (See is in a different age band. This change will be made so that
MEMBER OF THE FAMILY.) The Account Owner may not transfer the Investment Option corresponds to the age of the new
assets to a different Beneficiary if the Account was established designated Beneficiary.
with UTMA or UGMA funds. The Account Owner may not
transfer assets to a new Beneficiary to the extent that such MEMBER OF THE FAMILY
transfer would cause the aggregate Account balances of all
Accounts for the new Beneficiary to exceed the Account Limit for The term “Member of the Family” is defined by IRC Section 529.
Contributions for the new Beneficiary. Under current law, a Member of the Family of a Beneficiary is a
In order to transfer assets to a different CollegeAdvantage person related to the Beneficiary as follows: (i) a son or daughter,
Direct Plan Account for a new Beneficiary, the Account or a descendant of either; (ii) a stepson or stepdaughter; (iii) a
Owner must complete the Beneficiary Change Form. If a brother, sister, stepbrother, or stepsister; (iv) the father or mother,
transfer of Account assets is made and there is no existing or an ancestor of either; (v) a stepfather or stepmother; (vi) a son
CollegeAdvantage Direct Plan Account for the new Beneficiary, or daughter of a brother or sister; (vii) a brother or sister of the
a Beneficiary Change Form can be completed to establish a father or mother; (viii) a son-in-law, daughter-in-law, father-in-
new Account for the new Beneficiary. If the new Beneficiary law, mother-in-law, brother-in-law, or sister-in-law; (ix) the spouse
has an existing CollegeAdvantage Direct Plan Account, of the Beneficiary or of any of the other foregoing individuals;
assets will be transferred to the new Beneficiary’s existing or (x) any first cousin of the Beneficiary. For this purpose, a child
CollegeAdvantage Direct Plan Account. includes a legally adopted child and a brother or sister includes
When assets are transferred to an Account for a new a brother or sister by half-blood.
Beneficiary, the Account Owner may invest the funds for the new
Beneficiary in the same or different Investment Options. In order TRANSFER OF ACCOUNT OWNERSHIP
for OTTA to process the transfer request, the assets requested
to be transferred from the original Account must be liquidated An Account Owner may transfer ownership of his or her entire
and new assets purchased with the proceeds. Account to another person. If an Account Owner executes such a
Note regarding Fifth Third 529 CDs: When assets are transfer, the new owner will have all the powers of the previous
transferred to the new Beneficiary Account, any CDs in the Account Owner with respect to the Account. The original Account
Account will be liquidated, a penalty for early withdrawal may will be closed and a new Account with a different Account
be applied, and a new CD will be purchased at the interest number will be opened. In order for OTTA to process the request
rate in effect on the day of the purchase. The Account Owner to transfer assets from the original Account to the new Account,
will have the option to change the term of the CD, keep the assets in the original Account will be liquidated and new assets
same term (CD starts over with new maturity date and interest purchased with the proceeds.
rate), or change to a new fund option. (For example: The The new Account Owner will receive a confirmation of the
Account Owner may select to finish the term of the current CD; change in ownership, and the previous Account Owner will cease
penalty and new interest rates apply. Using a 12-month CD as to have any right, title, claim, or interest in the new Account,
including without limitation, any right to direct distributions from

12 www.CollegeAdvantage.com



















Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

Asset allocation and weightings of underlying investments in the Advantage Age-Based Portfolio

Advantage Age-Based Portfolio
Underlying Investment Weightings

Age Band <=5 6–9 10 – 12 13 – 16 = > 17
INTERNATIONAL EQUITY PORTFOLIO
Dimensional Fund Advisors World ex U.S. Core Equity Portfolio 13.13% 10.13% 7.87% 4.50% 0.75%
Vanguard Total International Stock Index Option 21.87% 16.87% 13.13% 7.50% 1.25%
35.00% 27.00% 21.00% 12.00% 2.00%
Total International Equity Portfolio
U.S. EQUITY PORTFOLIO 2.90% 2.24% 1.74% 1.00% 0.17%
Vanguard Strategic Equity Option 2.90% 2.24% 1.74% 1.00% 0.17%
Vanguard Extended Market Index Option 5.85% 4.51% 3.51% 2.00% 0.33%
Vanguard Morgan Growth Option 5.85% 4.51% 3.51% 2.00% 0.33%
Vanguard Windsor II Option 17.50% 13.50% 10.50% 6.00% 1.00%
Vanguard 500 Index Option 35.00% 27.00% 21.00% 12.00% 2.00%

Total U.S. Equity Portfolio 9.00% 12.00% 16.00% 17.00% 12.00%
FIXED INCOME PORTFOLIO 18.90% 26.10% 33.30% 32.40% 27.00%
Vanguard Corporate High Yield Option 2.10% 2.90% 3.70% 3.60% 3.00%
Dimensional Fund Advisors U.S. Investment Grade Portfolio 0.00% 0.00% 0.00% 3.00% 14.00%
Vanguard Total Bond Market II Index Option 30.00% 41.00% 53.00% 56.00% 56.00%
Vanguard Short-Term Inflation-Protected Bond Index Option
0.00% 5.00% 5.00% 20.00% 40.00%
Total Fixed Income Portfolio 0.00% 5.00% 5.00% 20.00% 40.00%
CASH PORTFOLIO 100.00% 100.00% 100.00% 100.00% 100.00%
Vanguard Prime Money Market Option

Total Cash Portfolio
GRAND TOTALS

VANGUARD AGE-BASED PORTFOLIOS (AGGRESSIVE, MODERATE, CONSERVATIVE)

With the Vanguard Age-Based Portfolios, OTTA will automatically exchange assets from one age band to another, as the Beneficiary
ages, on or about the 5th day of the month for Beneficiaries who had a birthday in the prior month.
As the following schedules show, for any particular age group, the Vanguard Aggressive Age-Based Portfolio usually has a higher
concentration of assets in stocks than the Vanguard Moderate Age-Based Portfolio. The same is true for the Vanguard Moderate
Age-Based Portfolio in comparison to the Vanguard Conservative Age-Based Portfolio. Portfolios with higher allocations in stocks tend
to be more volatile than those with lower stock allocations. Less volatile options, those with higher concentrations of exposure to bonds
and/or short-term reserves generally will not decline as far when stock markets go down, but also will not appreciate in value as
much when stock markets go up.

22 www.CollegeAdvantage.com

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

Asset allocation of Vanguard Age-Based Portfolios

Age Vanguard Aggressive Vanguard Moderate Vanguard Conservative
Band Age-Based Portfolio Age-Based Portfolio Age-Based Portfolio

<=5 30.0% 22.5% 15.0%

7 0.0% 5 2.5% 3 5.0%

Vanguard Aggressive 5.0% 10.0%
Growth Index Portfolio 20.0%
4 0.0%
Vanguard Growth
Index Portfolio Vanguard Moderate
Growth Index Portfolio

6-10 22.5% 15.0% 7.5%

5 2.5% 3 5.0% 1 7.5%

5.0% 10.0% 15.0%
40.0%
2 0.0% 6 0.0%
Vanguard Moderate
Vanguard Growth Growth Index Portfolio Vanguard Conservative
Index Portfolio Growth Index Portfolio

11-15 15.0% 7.5% 15.0%

3 5.0% 1 7.5% 4 2.0%

10.0% 15.0% 18.0%
40.0%
6 0.0% 2 5.0%
Vanguard Moderate
Growth Index Portfolio Vanguard Conservative Vanguard Income
Growth Index Portfolio Portfolio

16-18 7.5% 15.0% 15.0%

1 7.5% 4 2.0% 4 2.0%

15.0% 18.0% 18.0%

6 0.0% 2 5.0% 2 5.0%

Vanguard Conservative Vanguard Income Vanguard Income
Growth Index Portfolio Portfolio Portfolio

>=19 15.0% 15.0% 100.0%

4 2.0% 4 2.0% Vanguard Prime
Money Market Option
18.0% 18.0%

2 5.0% 2 5.0%

Vanguard Income Vanguard Income
Portfolio Portfolio

Allocations to each Vanguard fund are static (+/-1%)

Legend: Vanguard Ready-Made Age-Based Portfolios

Vanguard Total International Vanguard Institutional Vanguard Total International
Stock Index Fund Stock Market Index Fund Bond Index Fund

Vanguard Total Bond Vanguard Short-Term Inflation-Protected Vanguard Prime
Market II Index Fund Securities Index Fund Money Market Fund

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Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

READY-MADE RISK-BASED PORTFOLIOS Allocations to each Vanguard fund are static (+/-1%).
(PASSIVE INDEX-BASED)
Through its ownership of the two stock funds, the Vanguard
VANGUARD AGGRESSIVE GROWTH INDEX PORTFOLIO Growth Index Portfolio indirectly owns primarily large-
(BLENDED U.S. AND INTERNATIONAL STOCKS) capitalization U.S. stocks and, to a lesser extent, international
stocks and mid-, small-, and micro-capitalization U.S. stocks.
Investment Objective
Through its ownership of Vanguard Total Bond Market II Index
The Vanguard Aggressive Growth Index Portfolio seeks to Fund, the Portfolio also indirectly holds a broadly diversified
provide capital appreciation. collection of securities that, in the aggregate, approximates
the Barclays U.S. Aggregate Float Adjusted Index in terms of
Investment Strategy key risk factors and other characteristics. This Index represents
a wide spectrum of public, investment-grade, taxable fixed-
The Vanguard Aggressive Growth Index Portfolio invests 100% income securities in the United States—including government,
of its assets in two Vanguard stock index funds. The percentages corporate, and international dollar-denominated bonds, as
of the Portfolio’s assets allocated to each Vanguard underlying well as mortgage-backed and asset-backed securities—all
mutual fund are: with maturities of more than 1 year. The bond fund maintains
a dollar-weighted average maturity consistent with that of the
Vanguard Institutional Total Stock Market Index Fund........... 70% Index, which ranges between 5 and 10 years.
Vanguard Total International Stock Index Fund ...................... 30%
Through its investment in Vanguard Total International Bond
Allocations to each Vanguard fund are static (+/-1%). Index Fund, the Portfolio indirectly invests in government,
government agency, corporate, and securitized non-U.S.
Through its ownership of these two Vanguard stock funds, the investment-grade fixed income investments, all issued in
Vanguard Aggressive Growth Index Portfolio indirectly owns currencies other than the U.S. dollar and with maturities of more
primarily large-capitalization U.S. stocks and, to a lesser extent, than one year. The Fund is designed to track the performance
international stocks and mid-, small-, and micro-capitalization of the Barclays Global Aggregate ex-USD Float Adjusted
U.S. stocks. RIC Capped Index (USD Hedged), which provides a broad-
based measure of the global, investment-grade, fixed-rate
Investment Benchmarks debt markets. The Fund invests by sampling the Index, meaning
that it holds a range of securities that, in the aggregate,
The benchmarks used for this Option are 70% CRSP US Total approximates the full Index in terms of key risk factors and
Market Index and 30% FTSE Global All Cap ex US Index. other characteristics. The Fund maintains a dollar-weighted
average maturity consistent with that of the Index, which
Investment Risks generally ranges between 5 and 10 years.

Because it invests entirely in stocks, the Vanguard Aggressive Investment Benchmarks
Growth Index Portfolio primarily is subject to stock market risk,
country/regional risk, emerging markets risk, and currency risk. The benchmarks used for this Option are 52.5% CRSP U.S.
This Portfolio is also subject to index sampling risk and derivatives Total Market Index, 22.5% FTSE Global All Cap ex U.S. Index,
risk. (See RISK FACTORS for a description of these risks.) 20% Barclays U.S. Aggregate Float Adjusted Index, and
5% Barclays Global Aggregate ex-USD Float Adjusted RIC
VANGUARD GROWTH INDEX PORTFOLIO Capped Index (USD Hedged).
(STOCKS AND BONDS)
Investment Risks
Investment Objective
Because it invests mainly in stock funds, the Vanguard Growth
The Vanguard Growth Index Portfolio seeks to provide capital Index Portfolio primarily is subject to stock market risk. Through
appreciation and low- to moderate-income. its bond fund holdings, the Portfolio is subject to interest rate
risk, income risk, call/prepayment risk, and credit risk. The
Investment Strategy Portfolio is also subject to country/regional risk, emerging
markets risk, currency risk, non-diversification risk, currency
The Vanguard Growth Index Portfolio invests in two Vanguard hedging risk, index sampling risk, and derivatives risk. (See RISK
stock index funds and two Vanguard bond index funds resulting FACTORS for a description of these risks.)
in an allocation of 75% of assets to stocks and 25% of assets
to investment-grade bonds. The percentages of the Portfolio’s
assets allocated to each Vanguard underlying mutual fund are:

Vanguard Institutional Total Stock Market Index Fund........52.5%
Vanguard Total International Stock Index Fund ...................22.5%
Vanguard Total Bond Market II Index Fund.............................. 20%
Vanguard Total International Bond Index Fund .........................5%

24 www.CollegeAdvantage.com

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

VANGUARD MODERATE GROWTH INDEX PORTFOLIO Investment Benchmarks
(STOCKS AND BONDS)
The benchmarks used for this Option are 35% CRSP U.S.
Investment Objective Total Market Index, 15% FTSE Global All Cap ex U.S. Index,
and 40% Barclays U.S. Aggregate Float Adjusted Index, and
The Vanguard Moderate Growth Index Portfolio seeks to 10% Barclays Global Aggregate ex-USD Float Adjusted RIC
provide capital appreciation and current income. Capped Index (USD Hedged).

Investment Strategy Investment Risks

The Vanguard Moderate Growth Index Portfolio invests in two Through its stock fund holdings, the Vanguard Moderate Growth
Vanguard stock index funds and two Vanguard bond index Index Portfolio is subject to stock market risk, country/regional
funds resulting in an allocation of 50% of assets to stocks and risk, emerging markets risk, and currency risk. Through its bond
50% of assets to investment-grade bonds. The percentages of fund holdings, the Portfolio is subject to interest rate risk, income
the Portfolio’s assets allocated to each Vanguard underlying risk, call/prepayment risk, and credit risk. The Portfolio is also
mutual fund are: subject to non-diversification risk, currency hedging risk, index
sampling risk, and derivatives risk. (See RISK FACTORS for a
Vanguard Institutional Total Stock Market Index Fund............35% description of these risks.)
Vanguard Total International Stock Index Fund .......................15%
Vanguard Total Bond Market II Index Fund...............................40% VANGUARD CONSERVATIVE GROWTH INDEX PORTFOLIO
Vanguard Total International Bond Index Fund........................10% (STOCKS AND BONDS)

Allocations to each Vanguard fund are static (+/-1%). Investment Objective

Through its ownership of the two stock funds, the Vanguard The Vanguard Conservative Growth Index Portfolio seeks to
Moderate Growth Index Portfolio indirectly owns large- provide income and low to moderate capital appreciation.
capitalization U.S. stocks and, to a lesser extent, international
stocks and mid-, small-, and micro-capitalization U.S. stocks. Investment Strategy

Through its ownership of Vanguard Total Bond Market II The Vanguard Conservative Growth Index Portfolio invests in
Index Fund, the Portfolio indirectly holds a broadly diversified two Vanguard bond index funds and two Vanguard stock index
collection of securities that, in the aggregate, approximates funds resulting in an allocation of 75% of assets to investment-
the Barclays U.S. Aggregate Float Adjusted Index in terms of grade bonds and 25% of assets to stocks. The percentages of
key risk factors and other characteristics. This Index represents the Portfolio’s assets allocated to each Vanguard underlying
a wide spectrum of public, investment-grade, taxable fixed- mutual fund are:
income securities in the United States—including government,
corporate, and international dollar-denominated bonds, as Vanguard Total Bond Market II Index Fund...............................60%
well as mortgage-backed and asset-backed securities—all Vanguard Total International Bond Index Fund........................15%
with maturities of more than 1 year. The bond fund maintains Vanguard Institutional Total Stock Market Index Fund........ 17.5%
a dollar-weighted average maturity consistent with that of the Vanguard Total International Stock Index Fund ......................7.5%
Index, which ranges between 5 and 10 years.
Allocations to each Vanguard fund are static (+/-1%).
Through its investment in Vanguard Total International Bond
Index Fund, the Portfolio also indirectly invests in government, Through its ownership of the Vanguard Total Bond Market II
government agency, corporate, and securitized non-U.S. Index Fund, the Vanguard Conservative Growth Index Portfolio
investment-grade fixed income investments, all issued in indirectly holds a broadly diversified collection of securities
currencies other than the U.S. dollar and with maturities of more that, in the aggregate, approximates the Barclays U.S.
than one year. The Fund is designed to track the performance Aggregate Float Adjusted Index in terms of key risk factors
of the Barclays Global Aggregate ex-USD Float Adjusted and other characteristics. This Index represents a wide spectrum
RIC Capped Index (USD Hedged), which provides a broad- of public, investment-grade, taxable fixed-income securities
based measure of the global, investment-grade, fixed-rate in the United States--including government, corporate, and
debt markets. The Fund invests by sampling the Index, meaning international dollar-denominated bonds, as well as mortgage-
that it holds a range of securities that, in the aggregate, backed and asset-backed securities--all with maturities of
approximates the full Index in terms of key risk factors and more than 1 year. The bond fund maintains a dollar-weighted
other characteristics. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which ranges
average maturity consistent with that of the Index, which between 5 and 10 years.
generally ranges between 5 and 10 years.
Through its investment in Vanguard Total International Bond
Index Fund, the Portfolio indirectly invests in government,
government agency, corporate, and securitized non-U.S.

1-800-AFFORD-IT (233-6734) 25















Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

the principal amount of such contributions and interest earned varying interest rates and APYs. The APY for CD terms ranging
thereon. In the event Fifth Third exercises its right to close a from 3 to 119 months will be equal to 0.25% or better above
529 Savings Account (See Appendix: FIFTH THIRD RULES AND Fifth Third’s then-current APY on its standard-rate CDs for the
REGULATIONS), you may be required to transfer amounts on applicable term. The APY for CD terms ranging from 120 to
deposit in a 529 Savings Account to another investment selected 144 months will be priced according to the prevailing market.
by OTTA that may not be eligible for FDIC deposit insurance. Current APYs are available at all Fifth Third Banking Centers
Accordingly, there is no assurance that any FDIC deposit and at www.CollegeAdvantage.com. The APY will remain the
insurance applicable to your deposits in a 529 Savings Account same until the maturity date of the CD. Interest begins to accrue
will remain in effect for the duration of your participation in the on the business day of deposit.
CollegeAdvantage Direct Plan. Account Owners may select any number of months, between 3
and 144 months, for the term of the CD. Interest is compounded
There is no guarantee that the Fifth Third Banking Options will continuously for CDs. Interest will be credited to the CD.
be available after the current term of OTTA’s contract with Fifth Current 529 Certificates of Deposit APY information is
Third or, any extension of it, or if available, that they will be available online at www.CollegeAdvantage.com.
the same or similar products. OTTA’s Investment Policy may be
altered by OTTA from time to time, and there is no assurance Penalty for Early Withdrawal
that, if Fifth Third ceases to provide the Fifth Third Banking
Options, OTTA will continue to offer the 529 Banking Options (or There are no fees charged by Fifth Third to open or maintain
similar products) or that any other bank savings accounts or CDs a Fifth Third 529 CD. There is, however, a penalty if the 529
will be available through the CollegeAdvantage Direct Plan. CD is liquidated prior to the date of maturity of the CD. This
early withdrawal fee is equal to the greater of (a) one-half of
If the OTTA contract with Fifth Third is terminated prior to the the interest for the unexpired term of the 529 CD; or (b) for
end of its term (or if having been extended, is terminated 529 CDs of 3-11 months, an amount equal to three months of
at any time thereafter), there is no assurance that the 529 interest; or for 529 CDs of 12-144 months, an amount equal to
Savings Accounts can be exchanged into similar 529 Banking six months of interest.
Options. If such termination occurs, or the agreement is not This early termination penalty applies to all withdrawals, roll-
extended beyond the current term, OTTA could move all funds overs, and exchanges initiated by the Account Owner.
held in 529 Savings Accounts to another Investment Option
selected by OTTA. There can be no assurance that funds in No Automatic Renewal; a 529 Savings Account will
the new Investment Option would be insured by the FDIC. be Established
Account Owners would be permitted to withdraw 529 Savings
Account funds, but unless such withdrawals were used to pay Unlike traditional CDs, Fifth Third 529 CDs do not automatically
for qualified higher education expenses, the earnings on the renew upon maturity. Instead, the redemption value of the CD,
funds would be subject to taxation. (See STATE AND FEDERAL including Principal and interest, will automatically transfer to
TAX INFORMATION.) Account Owners could also exchange 529 a 529 Savings Account, which will have been established at
Savings Account funds to another CollegeAdvantage Direct no charge for the Account Owner at the time the 529 CD is
Plan Investment Option, subject to the limitations concerning opened, and will not be considered an exchange permitted on
exchanges. (See ACCOUNT CHANGES.) (See RISK FACTORS for a limited basis. The Account Owner can then leave the funds in
detailed information about these risks.) the 529 Savings Account and earn interest, withdraw the funds,
or exchange them to another CollegeAdvantage Direct Plan
FIFTH THIRD 529 CERTIFICATE OF DEPOSIT Investment Option, including another 529 CD. (Exchanges are
permitted only on a limited basis. See ACCOUNT CHANGES.)
The Fifth Third 529 Certificate of Deposit (529 CD) is an
Investment Option that offers higher market interest rates while Principal and Interest Guaranteed
providing FDIC insurance. Fifth Third 529 CDs offer higher
market interest rates and longer maturities than standard CDs; The duties and obligations of Fifth Third and/or the FDIC,
terms begin at three months and go as long as 12 years (144 and the risks, rights and obligations of Account Owners who
months). Fifth Third 529 CDs are available in multiple terms to purchase 529 CDs are the same as those pertaining to 529
provide flexibility and to meet the varying needs of customers. Savings Accounts.

Unlike the other CollegeAdvantage Investment Options, THE Investment Risks
MINIMUM AMOUNT REQUIRED TO OPEN A FIFTH THIRD
529 CD IS $500. The risks of investing in the 529 CDs are the same as those
pertaining to 529 Savings Accounts. Notwithstanding anything
Interest Rates and Terms to the contrary herein, in the event of a termination of the Fifth
Third Agreement for any reason whatsoever, OTTA has the
There are 9 CD terms, each composed of multiple months and option to transfer all or a portion of the 529 CDs, in its sole
discretion, from Fifth Third to another bank or financial institution.

1-800-AFFORD-IT (233-6734) 33

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

If CDs are transferred by OTTA before they mature, OTTA VANGUARD TOTAL INTERNATIONAL BOND INDEX FUND
will pay any applicable early withdrawal penalties unless Vanguard Total International Bond Index Fund is an underlying
the termination of the Fifth Third Agreement is due to the mutual fund for the Vanguard Age-Based Portfolios, Vanguard
negligence of Fifth Third, in which case the early withdrawal Growth Index Portfolio, Vanguard Moderate Growth Index
penalties will be waived by Fifth Third. However, if the Account Portfolio, Vanguard Conservative Growth Index Portfolio, and
Owner, not OTTA, desires to transfer his or her 529 CDs to the Vanguard Income Portfolio.
new bank or financial institution following termination of the
Fifth Third Agreement, the redemption of the Fifth Third 529 Investment Objective
CDs will be treated as an early withdrawal, and the Account
Owner would be charged the early withdrawal fee (unless The Fund seeks to track the performance of a benchmark
the termination of the Fifth Third Agreement is due to the index that measures the investment return of non-U.S. dollar
negligence of Fifth Third, in which case the early withdrawal denominated investment-grade bonds.
penalties will be waived by Fifth Third).
Investment Strategy
OTHER MUTUAL FUNDS USED
AS UNDERLYING INVESTMENTS Vanguard Total International Bond Index Fund employs an
indexing investment approach designed to track the investment
While not available as individual CollegeAdvantage Direct performance of the Barclays Global Aggregate ex-USD Float
Plan Investment Options under this Offering Statement, Adjusted RIC Capped Index (USD Hedged). This Index provides
these mutual funds are underlying investments for other a broad-based measure of the global, investment-grade, fixed-
CollegeAdvantage Direct Plan Investment Options. rate debt markets. The Index includes government, government
agency, corporate, and securitized non-U.S. investment-grade
VANGUARD INSTITUTIONAL TOTAL STOCK MARKET INDEX FUND fixed income investments, all issued in currencies other than the
U.S. dollar and with maturities of more than 1 year. The Fund
Vanguard Institutional Total Stock Market Index Fund is an invests by sampling the index, meaning that it holds a range of
underlying mutual fund for the Vanguard Age-Based Portfolios, securities that, in the aggregate, approximates the full Index
Vanguard Aggressive Growth Index Portfolio, Vanguard Growth in terms of key risk factors and other characteristics. The Fund
Index Portfolio, Vanguard Moderate Growth Index Portfolio, maintains a dollar-weighted average maturity consistent with that
and the Vanguard Conservative Growth Index Portfolio. of the Index, which generally ranges between 5 and 10 years.

Investment Objective Investment Benchmark

Vanguard Institutional Total Stock Market Index Fund seeks to The benchmark for Vanguard Total International Bond Index
track the performance of a benchmark index that measures the Fund is the Barclays Global Aggregate ex-USD Float Adjusted
investment return of the overall stock market. RIC Capped Index (USD Hedged).

Investment Strategy Investment Risks

Vanguard Institutional Total Stock Market Index Fund employs The Fund is subject to interest rate risk, income risk, credit risk,
an indexing investment approach designed to track the call risk, country/regional risk, non-diversification risk, currency
performance of the CRSP U.S. Total Market Index, which hedging risk, and index sampling risk. (See RISK FACTORS for a
represents approximately 100% of investible U.S. stock market detailed description of these risks.
and includes large-, mid-, small-, and micro-capitalization stocks
regularly traded on the New York Stock Exchange and Nasdaq. VANGUARD TOTAL BOND MARKET II INDEX FUND
The Fund invests by sampling the Index, meaning that it holds a Vanguard Total Bond Market II Index Fund is an underlying mutual
broadly diversified collection of securities that, in the aggregate, fund for the Advantage Age-Based Portfolio, Vanguard Age-
approximates the full Index in terms of key characteristics. Based Portfolios, Vanguard Growth Index Portfolio, Vanguard
These key characteristics include industry weightings and market Moderate Growth Index Portfolio, Vanguard Conservative Growth
capitalization, as well as certain financial measures, such as Index Portfolio, and Vanguard Income Portfolio.
price/earnings ratio and dividend yield.
Investment Objective
Investment Benchmark
Vanguard Total Bond Market II Index Fund seeks to track the
The benchmark for Vanguard Institutional Total Stock Market performance of a broad, market-weighted bond index.
Index Fund is the CRSP US Total Market Index.
Investment Strategy
Investment Risks
Vanguard Total Bond Market II Index Fund employs an indexing
Vanguard Institutional Total Stock Market Index Fund is investment approach designed to track the performance of
subject to stock market risk and index sampling risk. (See RISK the Barclays U.S. Aggregate Float Adjusted Index. This Index
FACTORS for a detailed description of these risks.) represents a wide spectrum of public, investment-grade,
34 www.CollegeAdvantage.com

Section 2: CollegeAdvantage Direct 529 Savings Plan Offering Statement

INVESTMENT OPTIONS (cont’d)

taxable fixed-income securities in the United States – including UNIT VALUE; PURCHASE AND WITHDRAWAL OF UNITS
government, corporate, and international dollar-denominated
bonds, as well as mortgage-backed and asset-backed securities The assets in a CollegeAdvantage Direct Plan Account (except
– all with maturities of more than 1 year. for the Banking Options) represent the appropriate portion of
the assets held by OTTA in the respective underlying mutual
The Fund invests by sampling the Index, meaning that it funds which make up the CollegeAdvantage Direct Plan
holds a broadly diversified collection of securities that, in the Investment Options, expressed as a number of “Units.” The value
aggregate, approximates the full Index in terms of key risk of a Unit of each Investment Option is based on the value of
factors and other characteristics. All of the Fund’s investments the underlying investment(s) within that Investment Option.
will be selected through the sampling process, and at least The Unit value of each Investment Option is computed by
80% of the Fund’s assets will be invested in bonds held in the dividing (a) the value of the underlying investments, including
Index. The Fund maintains a dollar-weighted average maturity any accrued income, less any liabilities, including fees in that
consistent with that of the Index, which generally ranges particular Investment Option by (b) the number of outstanding
between 5 and 10 years. Units in that particular Investment Option. The Unit value for
each Investment Option is calculated immediately after the
Investment Benchmark NAV for the underlying investments is determined on a daily
basis. The NAV of a Unit is calculated once each business day
The benchmark for Vanguard Total Bond Market II Index Fund after the close of trading on the New York Stock Exchange
is the Barclays U.S. Aggregate Float Adjusted Index. (NYSE) which is normally 4:00 p.m. Eastern Time (ET). The value
of individual Units, and the value of the Account will increase
Investment Risks or decrease based on the performance of the underlying
investments in each Investment Option.
Vanguard Total Bond Market II Index Fund is subject to When you purchase or redeem Units of an Investment Option,
interest rate risk, income risk, call/prepayment risk, credit risk, you will do so at the price of the Investment Option’s Units on
and index sampling risk. (See RISK FACTORS for a detailed the Trade Date. Your Trade Date will be determined as follows:
description of these risks.) If OTTA receives your transaction request (whether to contribute,
withdraw, or exchange between Investment Options) in good
NET ASSET VALUE OF UNDERLYING MUTUAL FUNDS order on a business day prior to the close of the NYSE, your
transaction will receive that day’s Trade Date.
The net asset value (NAV) per share, or share price, of each If OTTA receives your transaction request in good order on a
Vanguard and Dimensional mutual fund is determined on each business day after the close of the NYSE or at any time on a
day the New York Stock Exchange is open for business as of the non-business day, your transaction will receive the next business
close of trading on that exchange. day’s Trade Date.
Note that contributions to the Fifth Third 529 Savings Account
Each underlying mutual fund’s NAV is computed by dividing the and CD options may require up to two business days to
value of the underlying mutual fund’s assets, less its liabilities, complete the transaction. Accordingly, such contributions will
by the number of outstanding shares of that mutual fund. To receive the APY in effect on the business day that Fifth Third
value individual securities held by a mutual fund (except for Bank processes the contribution in good order. Some withdrawal
Vanguard Prime Money Market Fund), market quotations, or requests from the Fifth Third 529 Savings Account and CD
independent pricing services are used. If market quotations Options may take up to three days to process.
or independent pricing services are not readily available,
or if events that have a significant effect on the value of an CHANGE IN INVESTMENT POLICY OR
investment occur between the times when its price is determined INVESTMENT MANAGERS
and the time a mutual fund’s NAV is calculated, a mutual fund
may use a security’s fair value as determined in good faith. OTTA, with the approval of the OTTA Board, may at any time
without prior notice to Account Owners, change its Investment
To calculate Vanguard Prime Money Market Fund’s NAV per Policy in a manner that changes the mutual funds in which assets
share, instruments held by the Money Market Fund are valued held by the CollegeAdvantage Direct Plan are invested or the
on the basis of amortized cost. This valuation method does allocation of assets among the mutual funds in which such assets
not take into account unrealized gains or losses on the Money are invested. Account Owners have no right to consent or object
Market Fund’s securities. Amortized cost valuation involves to such changes nor any rights or legal interest in any investment
first valuing a security at cost, and thereafter assuming an made by the underlying mutual fund with contributions received
amortization to maturity of any discount or premium, regardless under the CollegeAdvantage Direct Plan. Without limiting the
of the impact of fluctuating interest rates on the security’s foregoing, Account Owners are not, by virtue of any investment
market value. While this method provides certainty in valuation, under the CollegeAdvantage Direct Plan, shareholders in any
there may be times when the value of a security, as determined
by amortized cost, may be higher or lower than the price the 1-800-AFFORD-IT (233-6734) 35
Money Market Fund would receive if it sold the security.