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Garth Eberhart the Mccaw, Schenck & Niceley Group Bank of America Proposal to The International Center Prepared for Garth Eberhart Chief Operations Officer Presented by The McCaw, Schenck & Niceley Group Bank of America Merrill Lynch October 2015 THE INTERNATIONAL CENTER Table of Contents Proposal Bank of America Code of Conduct Tab 1 Merrill Lynch Investment Advisory Program® Client Agreement Tab 2 Sample Performance Report Tab 3 Sample Investment Policy Statement Tab 4 Disclosure: Bank of America Merrill Lynch is a brand name used by several Bank of America Corporation (BAC) businesses, including, but not limited to, the Global Banking and Global Markets businesses, the Retirement Services business and also Global Institutional Consulting, which offers products and services for the benefit of institutional and ultra high net worth clients. Global Institutional Consulting (GIC) is part of the Global Wealth and Retirement Solutions business of Bank of America Corporation (“BAC”). Institutional Investments & Philanthropic Solutions (Philanthropic Solutions) is part of U.S. Trust, Bank of America Corporation (“U.S. Trust”). U.S. Trust operates through Bank of America, N.A., member FDIC, and other subsidiaries of BAC. For both GIC and Philanthropic Solutions, banking and fiduciary activities are performed by wholly owned banking affiliates of BAC, including Bank of America, N.A. Both brokerage and investment advisory services are provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a registered broker-dealer, Member Securities Investor Protection Corporation (SIPC), www.sipc.org, and registered investment adviser; the nature and degree of advice and assistance provided, the fees charged, and clients’ rights and MLPF&S’s obligations will differ depending upon the products and services actually provided. Global Institutional Consultants mentioned herein are registered representatives with MLPF&S. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value Bank of America Merrill Lynch makes available investment products sponsored, managed, distributed or provided by companies that are affiliates of BAC or in which BAC has a substantial economic interest, including BofA™ Global Capital Management. Unless otherwise noted, all trademarks and registered trademarks are the property of Bank of America Corporation. © 2015 Bank of America Corporation. BANK OF AMERICA MERRILL LYNCH 1 THE INTERNATIONAL CENTER A. Firm Strength and Stability 1. Please provide the full name of your organization, address, telephone and facsimile number, firm website, mailing address of your main office and the name and CIMA license # of the team member who holds an active CIMA license. Include an organizational overview including a description of the corporate structure of the firm, ownership details, year of founding in present form, including the legal form of the organization, the parent company (if applicable), and any affiliated companies. If any change to the firm's corporate structure is anticipated, please also note this. Bank of America Merrill Lynch is a wholly owned subsidiary of Bank of America Corporation. Bank of America is a publicly traded company, and trades on the NYSE (BAC). The organization’s earliest charters date back to the 1700s. As an institution, Bank of America has provided investment consulting and management services to foundations, endowments, associations and other tax-exempt organizations for over 220 years. Listed below are the founding dates of some of the banks that form the foundation of our parent company. 1784 – The Massachusetts Bank (FleetBoston), MA 1847 – Boatmen’s Bank, Saint Louis, MO 1857 – Continental Bank, Chicago, IL 1874 – Commercial National Bank (NationsBank), Charlotte, NC 1904 – Bank of Italy (Bank of America), San Francisco, CA 1914 – Merrill Lynch & Co., New York, NY Bank of America Corporation and Merrill Lynch & Co. joined forces in 2009 to create a leading banking and asset management franchise and premier corporate, investment banking and capital markets businesses. Today, we are a publicly traded company listed on the New York Stock Exchange and we are among the leaders in institutional consulting and wealth management, as well as a leading provider of corporate and investment banking services. The combined organization, through its predecessor organizations, has a longstanding history dating back to 1847. There have been over 150 mergers and acquisitions in our vast history and today we serve1: 33 million U.S. Households through a full range of financial products and platforms 11 million mass affluent clients and more than 3 million small business clients 98 percent of the U.S. Fortune 1000 companies Bank of America Corporation (BAC) is a financial holding company that, through its subsidiaries and affiliated companies, provides banking and nonbanking financial services. Bank of America Merrill Lynch is a brand name used by several Bank of America Corporation businesses, including, but not limited to, the Global Banking and Global Markets businesses, the Retirement Services business and also Global Institutional Consulting, which offers products and services for the benefit of institutional and ultra high net worth clients. Global Institutional Consulting (GIC) is part of the Global Wealth & Investment Management (GWIM) business of BAC. Institutional Investments & Philanthropic Solutions is part of U.S. Trust, Bank of America Corporation (U.S. Trust). U.S. Trust operates through Bank of America, N.A., member FDIC, and other subsidiaries of BAC. For both GIC and Philanthropic Solutions, banking and fiduciary activities are performed by wholly owned banking affiliates of BAC, including Bank of America, N.A. Both brokerage and investment advisory services are provided by Merrill Lynch, Pierce, Fenner & Smith Incorporated, a registered broker-dealer, member Securities Investor Protection Corporation (SIPC), www.sipc.org, and registered investment adviser. We do not anticipate any changes to our organizational structure that would impede our ability to provide the services described in this proposal. Our immediate focus and vision for the future is simple – we will focus on client needs and meeting those needs, and work to achieve operational excellence on a global scale. 1 Source: Bank of America 2014 Annual Report. BANK OF AMERICA MERRILL LYNCH 2 THE INTERNATIONAL CENTER Corporate Headquarters Merrill Lynch Corporate Headquarters Client Relationship Office Bank of America Corporation Merrill Lynch, Pierce, Fenner & Smith Inc. The McCaw, Schenck & Niceley Group th 100 N. Tryon Street One Bryant Park 510 E. 96 Street, Suite 500 New York, New York 10036 Indianapolis, Indiana 46240 Charlotte, North Carolina 28255 212.449.1000 704.386.5681 www.ml.com www.bankofamerica.com Kevin Niceley holds the CIMA® certification - license # 8557 Contact information for Team Serving Your Account: Bruce C. McCaw Jim Schenck Steven J. Schenck 317.706.6949 317.706.3173 317.706.2062 Email: [email protected] Email: [email protected] Email: [email protected] Kevin Niceley Richard Chegar 317.706.3125 317.706.3126 Email: [email protected] Email: [email protected] The organization chart below includes the resources available to Bank of America Merrill Lynch Financial Advisors. BANK OF AMERICA MERRILL LYNCH 3 THE INTERNATIONAL CENTER 2. Please indicate the number of years your firm has been performing investment services similar to those that you seek to provide to THE INTERNATIONAL CENTER. Bank of America Merrill Lynch has been providing investment advisory services since the late 1960s. 3. Please describe your client base, including types of clients served, the number of non-profits for which your organization currently provides services, the length of time of services and the range of asset values among your non-profit clients. The chart below includes client relationships within our institutional consulting platform, by client type, as of June 30, 2015. Many of these relationships have existed for over 10 years. No. of % of Client Type Assets % of Assets Relationships Relationships Corporation, Holding Co., LLC or 916 46% $43,313,546,332 42% Partnership Union/Taft-Hartley 99 5% $11,069,925,887 11% Non-Profit 469 23% $16,292,993,592 16% Family Office 155 8% $4,401,830,647 4% Life/Health 86 4% $9,215,190,454 9% Insurance 38 2% $6,042,064,210 6% Church/Religious Institutions 79 4% $2,463,304,233 2% Foreign Corporation 92 5% $2,681,324,538 3% College/University/School 51 3% $2,813,216,360 3% Tribal Nation 7 0% $2,238,302,897 2% Other 9 0% $1,859,443,896 2% Subtotal 2,001 100% $102,391,143,046 100% Relationships <$10M 31,605 $42,289,815,812 Total 33,606 $144,680,958,858 4. Please disclose any and all conflicts of interest your organization has in serving as our investment consultant. Disclose whether your firm has any financial or other affiliation with other brokerage firms, banks, insurance companies, investment banking firms, or money management firms. If any such affiliations exist, how does your firm protect against conflict of interest? 5. Is the firm willing to disclose upon client request, the dollar amount and nature of all material beneficial relationships that the firm or any affiliate of the firm, engages in with investment manager clients? If not, please explain. Answer for questions 4 and 5: Bank of America Merrill Lynch follows practices designed to control conflicts of interest and ensure that clients’ interests always come first. It is important to note that we do not receive any compensation from investment managers or
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