Get ready

Your Plan is on the move!

Bass Pro Group, LLC 401(k) Plan

We are pleased to announce that the Bass Pro Group, LLC 401(k) Plan is moving to a new recordkeeper, Voya Financial® this January.

Bass Pro Shops and Voya® have prepared this newsletter to help you understand how we will transition the Bass Pro Group, LLC 401(k) Plan (the Plan) to Voya Financial. It also contains contact information should you have any questions about your personal account or the upcoming changes to the Plan. Please review the newsletter carefully to understand what will happen during the transition and beyond.

TABLE OF CONTENTS:

Key Dates Calendar .................................................... Page 2

What’s New? ............................................................. Page 3

What’s Not Changing? ................................................ Page 4

What Else Do You Need To Know? ................................. Page 4

New Fund Lineup ........................................................ Page 5

Fund Mapping............................................................ Page 6

New Resources ........................................................... Page 8

Accessing Your Account ................................................ Page 8

About Voya Financial

Voya Financial (NYSE: VOYA) is a retirement, investment and insurance company servicing the financial needs of approximately 14.7 million individual and institutional customers throughout the United States. Voya Institutional Plan Services, LLC, a member of the Voya® family of companies, is the Plan’s recordkeeper. Voya provides you with Plan information, retirement, saving and investing education, transaction processing and more on your journey to retirement.

November 2018

Bass Pro Group, LLC 401(k) Plan

The TransitionThe transfer of Plan records to Voya will happen automatically. You don’t have to take any action. However, there will be a brief blackout period during which you will not be able to access your account or complete any transactions. Here are the key dates.

KEY DATES WHAT’S HAPPENING?

Available Now! IF YOU NEED HELP OR HAVE QUESTIONS ABOUT THE TRANSITION OR YOUR NEW PLAN: The new phone lines are open at Voya for inquiry. Customer Service Associates are available from 8 am to 9 pm, Eastern Time (ET), Monday to Friday, excluding stock market holidays. Please note that Customer Service Associates will not have your specific account information until the transition to Voya is complete.Bass Pro 401(k) Line: 833-277-6401 (833-BPRO401)Hearing Impaired: 800-579-5708

Now through 4 pm, ET, December 18, 2018

IF YOU WISH TO TAKE ANY OF THESE ACTIONS WITH YOUR CURRENT PLAN: You can continue to do the following with Principal:• Enroll in the 401(k) Plan• Change your future contribution rate • Transfer money between investment options or reallocate contributions to

different investment options• Initiate a withdrawal (if eligible)• Initiate a distribution (if eligible)• Initiate a loan (if eligible)• Process paperwork for any loans or withdrawal• Process checks or loan payoff checks, through the Principal website

www.principal.com or call center 800-547-7754

After 4 pm, ET, December 18, 2018

BLACKOUT PERIOD BEGINS, ACCOUNT ACCESS RESTRICTED:Account records are transferred to Voya. You will not be able to access your account until the transition to Voya is complete.

Now through 4 pm, ET, December 27, 2018

IF YOU HAVE QUESTIONS ABOUT YOUR CURRENT PLAN: Make inquiries about your Plan through the Principal* website www.principal.com or call center 800-547-7754.

Week of January 7, 2019 PIN MAILINGVoya will mail you a PIN in a plain security mailer. You will need your PIN to access the new Plan Website, the Bass Pro 401(k) Line and the Voya Retire Mobile App.

Week of January 14, 2019

(unless we notify you otherwise)

BLACKOUT PERIOD ENDS; FULL ACCOUNT ACCESS RESTORED WITH ACCESS TO:New Website: basspro401k.voya.comBass Pro 401(k) Line: 833-277-6401 (833-BPRO401)Hearing Impaired: 800-579-5708You will receive a postcard when the Plan is live! You can also check the website or call the Bass Pro 401(k) Line for updates.

Late January 2019 • Receive final account statement from Principal.• Receive confirmation of balance transfer from Voya. You can also check online for

this confirmation beginning the week of January 14, 2019.

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1 Principal is a separate entity and not a corporate affiliate of Voya Financial.®

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Automatic Rebalancing

Due to the change in the investments offered by the Plan, if you are currently using an automatic rebalancing feature, your current election to rebalance your account will not automatically transfer to Voya. Once the transition is complete, you may access your Plan account with Voya to re-establish this feature.

New Plan Access Points

Plan Website: basspro401k.voya.com. Your new website will offer a host of new features and resources to help you make informed decisions, monitor your progress, and stay on track.

Bass Pro 401(k) Line: 833-277-6401 (833-BPRO401)

Hearing Impaired: 800-579-5708

If you have questions or need help, Customer Service Associates are available from 8 am to 9 pm, Eastern Time, Monday to Friday, except on stock market holidays.

What’s New?New Investment Options – including New Target Date Funds You will have a range of new investments to choose from, including a new family of Target Date Funds that make investing simple. You can elect one Target Date Fund based on your date of birth and when you expect to retire. You’ll get a diversified mix of investments appropriate for your age. For more details, see pages 5 and 6. For additional information, visit Bassprobenefits.com.

Catch-up Contribution Election ChangeIf you are age 50 or older, you can continue to make catch-up contributions on either a before-tax or Roth 401(k) after-tax basis, with one new feature. Once you have reached the annual IRS regular contribution limit, your contributions will automatically “spill over” to catch-up contributions. For example, since the 2019 IRS contribution limit is $19,000 and the catch-up limit is $6,000, you will need to set your deferral amount high enough to reach a total Plan contribution between $19,000 and $25,000 in order to make catch-up contributions. As a result, a separate catch-up election will no longer be required. Your current catch-up election will not transfer automatically to Voya. You will need to change your election once the Plan is live at Voya if you would like to maximize your deferrals.

Make Fund Transfers in Percentages or Dollar AmountsTo make fund transfers easier, you can use either a percentage (in increments of 1%) or a specific dollar amount when transferring money among funds.

New Plan RecordkeeperVoya will replace Principal as your Plan recordkeeper.

Bass Pro Group, LLC 401(k) Plan

WHAT’S NOT CHANGING?Company MatchOnce you complete one year of service, Bass Pro will continue to provide a Safe Harbor Company match of 100% up to 4% of your Plan contributions. In other words, if you contribute 4%, the Company will add another 4% to your account.

VestingVesting means ownership of the money in your account. You are always 100% vested in your own contributions and earnings and in any Safe Harbor matching contributions. You will become vested in any other Company matching contributions based on the current vesting schedule.

Contribution TypesYou may continue to make either before-tax or Roth 401(k) after-tax contributions. Associates age 50 and older can continue to make catch-up contributions as well.

Contribution LimitsYou can continue to contribute up to 75% of your earnings, subject to annual IRS limits.

Automatic Contribution Rate IncreasesIf you are currently using an automatic contribution rate increase feature, your current election to automatically increase your contribution rate will automatically transfer to Voya.

BeneficiariesYour beneficiary elections will automatically transfer to Voya. It is always a good idea to periodically check your beneficiaries to make sure they are correct and up to date, particularly if you have recently married, divorced, or had children. Once the transition is complete, you may change your beneficiaries online at any time.

WithdrawalsThe following withdrawals remain available:

• Age 59½ • Non-Roth Hardship • Rollover • Roth Rollover

Plan LoansIf you have an outstanding loan, it will automatically transfer to Voya and payments will continue to be made through payroll deduction.

After the transition, you will still be able to take one Plan loan at a time, for terms of up to 60 months. However, the minimum loan amount will increase from $500 to $1,000, and the interest rate will be the Prime Rate plus 1%. Other loan features will change as well, so be sure to check all new loan provisions carefully.

Default FundIf you do not make an investment election, your contributions will continue be invested in the most appropriate target date fund based on your date of birth. However, the fund itself will change to a MercerWise Target Date Fund.

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Bass Pro Group, LLC 401(k) Plan

MercerWise Income

MercerWise 2010

MercerWise 2015

MercerWise 2020

MercerWise 2025

MercerWise 2030

MercerWise 2035

Your New Fund Lineup As part of the transition, most of the existing investment options will no longer be offered. Your new fund options are listed below. The new fund lineup is designed to accommodate varying risk tolerance levels and asset diversification goals. After the transition, you can learn much more about these options on the new Plan Website: basspro401k.voya.com.

Actively Managed Core Fund OptionsThese funds are managed by investment professionals who seek to outperform market benchmarks in their categories.

Target Date FundsThese are designed for participants who want to make a sound investment decision but do not want to spend significant time weighing and/or revisiting that choice.

MercerWise 2040

MercerWise 2045

MercerWise 2050

MercerWise 2055

MercerWise 2060

MercerWise 2065

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State Street S&P 500 Index Fund – Class K

State Street U.S. Bond Index Fund – Class K

State Street Russell Small/Mid Cap Index Fund – Class K

State Street Global All Cap Equity Ex U.S. Index Fund – Class K

Stable Value Fund

Mercer Diversified Bond Fund

Mercer Large Cap Stock Fund

Mercer Small/Mid Cap Stock Fund

Mercer International Stock Fund

State Street Real Asset Fund Class C

Passively Managed Core Fund OptionsThese low-cost Index Funds simply seek to match the performance of a particular category of investments.

Bass Pro Group, LLC 401(k) Plan

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2 Important notices: References to Mercer shall be construed to include Mercer LLC and/or its associated companies. © 2015 Mercer LLC. All rights reserved.

Fund Mapping The table below shows how existing Plan assets will be moved to the new investment options. Each of your current funds will transfer automatically to the new fund option that has the most similar investment objective and risk level. No action is required on your part. After the transition is complete, you can change your investments at any time.

Existing Fund New Fund

Guaranteed Interest Account 5 year Stable Value Fund

Principal Stable Value Fund Stable Value Fund

PGIM Total Return Bond Fund Mercer Diversified Bond Fund2

Vanguard Intermediate-Term Bond Index Admiral Fund State Street U.S. Bond Index Fund - Class K

MFS Value R6 Fund Mercer Large Cap Stock Fund2

American Century Disciplined Growth I Fund Mercer Large Cap Stock Fund2

Principal LargeCap S&P 500 Index State Street S&P 500 Index Fund - Class K

Vanguard Total International Stock Index Admiral Fund State Street Global All Cap Equity Ex U.S

American Century Small Cap Value R6 Fund Mercer Small/Mid Cap Stock Fund2

Eagle Small Cap Growth R6 Fund Mercer Small/Mid Cap Stock Fund2

Victory Sycamore Established Value R6 Fund Mercer Small/Mid Cap Stock Fund2

T. Rowe Price Mid-Cap Growth I Fund Mercer Small/Mid Cap Stock Fund2

Principal MidCap S&P 400 Index State Street Russell Small/Mid Cap Index Fund - Class K

Principal SmallCap S&P 600 Index State Street Russell Small/Mid Cap Index Fund - Class K

Principal Diversified International Mercer International Stock Fund2

Causeway Emerging Markets Investor Fund Mercer International Stock Fund2

Principal LifeTime Strategic Income and 2010-2065 MercerWise Income Fund and 2010-2065 Target Date M2

Mapping to

Bass Pro Group, LLC 401(k) Plan

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WHAT ARE TARGET DATE FUNDS?Target Date Funds are designed to simplify your investment decisions by providing an age-appropriate investment option. The year in the fund name refers to the approximate year when you expect to retire. You select a single Target Date Fund with the date closest to your planned retirement date (generally age 65).Each Target Date Fund starts out with more assets in growth oriented investments, such as stocks, when the target retirement date is far away and there is time to ride out the short-term ups and downs, in order to increase your likelihood of generating better long-term returns. Then, a Target Date Fund gradually shifts its asset allocation over time to invest in more defensive oriented investments, such as bonds and stable value, which provide more stability as the target retirement year approaches. Additionally, real assets (such as commodities, natural resources and real estate) are used to combat inflation throughout.Each Target Date Fund’s asset allocation is adjusted over the time horizon of the Target Date Fund to become more conservative as the target retirement year approaches.The table shows which Target Date Fund corresponds to your date of birth.

Birth Date Range Target Date Fund

1942 and earlier MercerWise Income 1943-47 MercerWise 2010 1948-52 MercerWise 2015 1953-57 MercerWise 2020 1958-62 MercerWise 2025 1963-67 MercerWise 2030 1968-72 MercerWise 2035 1973-77 MercerWise 2040 1978-82 MercerWise 2045 1983-87 MercerWise 2050 1988-92 MercerWise 2055 1993-97 MercerWise 2060 1998 and later MercerWise 2065

TWO IMPORTANT THINGS TO KNOW ABOUT YOUR NEW FUND LINEUP• The Plan is moving from mutual funds to a type of fund known as Collective Investment Trusts, or “CITs”.

While similar to mutual funds, these investments are only available to large 401(k) plans. Using CITs can help reduce your overall investment fees and help you keep more of your money working for you. Because CITs are managed exclusively for institutional retirement plans, they do not have ticker symbols. Therefore, price and performance information is not available through media outlets such as newspapers and personal finance websites. You may refer to the Plan website or contact the Call Center for information about the funds. Information can also be found on the new Plan website.

• The new Stable Value Fund will be a blend of funds. The Stable Value fund will be invested in a combination of stable value fund components. The rate of return will be a blended return of the underlying funds. There will be a gradual evolution to becoming fully invested in the Wells Fargo Stable Value Fund, culminating in late 2020. At that time, all investments will be moved into the Wells Fargo Stable Value Fund and it will become the sole investment vehicle in the Stable Value Fund.

Bass Pro Group, LLC 401(k) Plan

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SKU: Bass Pro Nltr_11.18

New ResourcesmyOrangeMoney® See how your current savings can translate into estimated monthly retirement income and what actions you can take today to fill any savings gaps. The myOrangeMoney interactive, online experience3 will be available on both the new Plan website and mobile app.

Voya Retire Mobile AppView your account balance, conduct transactions and more! To check out the new app, search “Voya Retire” in your app store.

Personal Financial Dashboard Get financially organized by managing spending, creating budgets and setting financial goals using this free online financial planning tool.

© 2018 Voya Services Company. All rights reserved.3 IMPORTANT: The illustrations or other information generated by the calculators are hypothetical in nature, do not reflect actual investment results,

and are not guarantees of future results. This information does not serve, either directly or indirectly, as legal, financial or tax advice and you should always consult a qualified professional legal, financial and/or tax advisor when making decisions related to your individual tax situation.

Plan Website: basspro401k.voya.com.

Bass Pro 401(k) Line: 833-277-6401 (833-BPRO401)

Hearing Impaired: 800-579-5708

Speak with a Voya Customer Service Associate, Monday to Friday, from 8 am to 9 pm, ET, excluding stock market holidays.

Accessing your account The new phone lines are now open for general inquiry. Following the completion of the transition, you can log on or call to access your account and perform transactions.

New Plan Access Points