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.

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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.

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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.

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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 third parties for participation on our platform. Bank of America Merrill Lynch does NOT:

. Charge investment managers for inclusion in our manager search database . Introduce managers affiliated with Bank of America, Corp. to clients unless specifically requested

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. Accept referral fees or any other compensation from managers as a result of introductions . Offer Consulting Services, including performance measurement, to investment management firms . Purchase products or services from investment management firms

Neither the McCaw, Schenck & Niceley Group nor Bank of America Merrill Lynch receives any compensation from investment managers or third parties.

Managing conflicts of interest is an integral part of our risk management process. We believe that no firm can totally eliminate conflicts that exist explicitly or implicitly. Bank of America Merrill Lynch evaluates its business activities and the actual and possible conflicts that may emerge from its activities on an ongoing basis. To the extent that existing or new business activities raise an actual conflict of interest, or the appearance of a conflict, we endeavor to provide full and clear disclosure or take action to avoid them. Bank of America also has a set of firm-wide "Principles" and a "Client Commitment" by which all employees are expected to abide.

6. Describe any material litigation, regulatory, or legal proceedings in which your firm, or any of the principals, are or have been involved over the past five years. Specifically highlight this information for the consultant(s) for our account.

In the ordinary course of business, Merrill Lynch, Pierce, Fenner & Smith, Incorporated (MLPF&S) is subject to litigation, arbitration, regulatory examinations, information gathering requests, inquiries, and investigations (Regulatory Inquiries) by various federal or state securities regulatory agencies and attorneys general, other local, state, and federal agencies, and self-regulatory organizations (collectively, Regulators). In connection with formal and informal Regulatory Inquiries, MLPF&S receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of their regulated activities, and in some cases regulatory action has been taken against MLPF&S. MLPF&S believes that it has cooperated fully with the Regulators in all such inquiries to date and intends to continue to cooperate fully with the Regulators in all such inquiries involving MLPF&S in the future.

Prospective and existing clients are encouraged to view their Financial Advisors’ registration information at the FINRA BrokerCheck website at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm2.

Bank of America Corporation (the Corporation), MLPF&S’s parent, makes all required disclosures in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Form 8-K, all of which are filed with the Securities and Exchange Commission (SEC) (Regulatory Filings). MLPF&S makes all required disclosures in its Form BD and ADV filings (Form BD and ADV Filings) with the Financial Industry Regulatory Authority (FINRA). Those Regulatory Filings and Form BD and ADV Filings include disclosures of Regulatory Inquiries as required by federal law and applicable regulations. The Regulatory Filings are publicly available on the SEC’s website at www.sec.gov. The Form BD Filings are publicly available on the FINRA BrokerCheck website at http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm. The Form ADV filings are publicly available on the SEC’s Investment Adviser Search website at: http://www.adviserinfo.sec.gov/(S(cerr0u55hmrw5a45022y3vnz))/IAPD/Content/Search/iapd_Search.aspx

Unless required to do so by law, the Corporation cannot confirm or deny the existence of any other, non-public Regulatory Inquiry conducted by any Regulator.

7. Describe the levels of insurance coverage, including the amounts of errors and omission insurance and any other fiduciary professional liability insurance your firm currently has in force. Provide copies of all the appropriate state and/or national licenses required to act as investment manager as appendices.

Invested assets you entrust to Merrill Lynch Pierce, Fenner & Smith Incorporated (MLPF&S) are insured by the following:

. Securities account protection through the Securities Investor Protection Corporation (SIPC). MLPF&S, as a US broker-dealer, is a member of SIPC. For accounts held in custody at Merrill Lynch, the securities and cash in such

2 Enter the individual’s full name, and “Merrill Lynch” as the Employing Firm Name.

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accounts are insured by the SIPC up to $500,000 per customer (as defined by SIPC rules), including up to $100,000 for cash.

. Private insurance coverage from Lloyd’s of London. MLPF&S has obtained excess-SIPC coverage through a Lloyd’s of London syndicate. The policy provides additional protection for shortfalls above the SIPC limits (including up to $1.9 million for cash), subject to an aggregate loss limit of $1 billion for all customer claims. “Customer” is defined under the same rules for SIPC discussed above. Lloyd’s is currently rated A+ (Strong) and A (Excellent) by Standard and Poor's and A.M. Best, respectively as of June, 20153. This coverage does not protect against loss of market value of securities. Details about these protections are available on request; information about SIPC can be found at www.sipc.org. For more information about Lloyd’s, see their Web site, www.lloyds.com.

In addition to SIPC and excess insurance coverage, Merrill Lynch maintains the following insurance coverage:

. Professional Liability (Errors & Omissions) Insurance. The Professional Liability policy is provided by Chartis Specialty Insurance Company. The deductible is $125 million for each loss and the limit is $145 million in the aggregate. This coverage is available for damages arising out of negligent errors, misstatements, misleading statements or other claims arising out of the performance of professional services.

. Fidelity /Financial Institution Bond (Global Crime & Employee Dishonesty Insurance). The deductible is $30 million for each loss and the limits of coverage are $365 million in the aggregate. This coverage is available for losses arising out of employee dishonesty, fraud, theft and forgery.

8. What do you believe sets your organization’s services apart from the competition, and allows your firm to generate superior performance and service levels?

This is a challenging period for nonprofit organizations and the Trustees charged with oversight of their assets. Volatility, a challenging environment for fundraising, and increased demand for financial aid, places challenges on financial resources.

Our team focuses on delivering custom solutions for each client. Bank of America Merrill Lynch has committed the resources to provide analysis on global investment trends and provide actionable, targeted, independent and diligent solutions to our nonprofit clients.

Currently, our local team has the support of 35 traditional portfolio construction and due diligence analysts, 125 alternative investment research analysts, 5 portfolio managers and 4 portfolio analysts all focused on implementable investments. This team levers the work performed by the team of 144 global macroeconomic research analysts.

The current economic environment demands a much greater level of experience and flexibility from your institutional financial consultants. The McCaw, Schenck & Niceley Group combines over 175 years of consulting experience with a significant exposure to philanthropic organizations. Not only have we been honored to have a consulting relationship with many well known foundations, our team has served in several key leadership roles in over 40 charitable organizations, as of October 1, 2015. As a consequence of having had high expectations from financial consultants, we are able to meet the challenges of the most discerning charitable boards, including The International Center’s. We are focused on your mission and goals and how to best integrate them into the financial strategies that will support and enhance your mission.

Many national consulting firms offer a similar platform of capabilities. Below is where we distinguish ourselves from the competition.

Experience and Stability Together our team has over 175 years of nonprofit consulting experience. We have been leaders in advocating open architecture investment solutions for institutions, solutions that are rooted in deep analysis and the extensive resources of a global firm. Big-firm resources with “boutique” service

3 https://www.lloyds.com/lloyds/investor-relations/ratings

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The demands on nonprofits have never been greater and our team works diligently to support the Finance Committee, Board of Directors and their staff. This allows you to focus on your mission and leverage our team's experience and global resources. The fact that we are local means that we can easily be on-site to meet with staff.

Focus We are nonprofit institutional consultants. We have focused and dedicated our practice to serving the investment needs of nonprofit organizations.

Local Research Expertise Drawing on extensive research, we focus on finding solutions, not just on providing analysis. New ideas and sound advice are the foundation of smart decision making. Equally important is our ability to help you implement them.

Ability to work with strong committees to build consensus and act We help facilitate effective decision making by Committees and Boards to make your job easier and decision making more efficient. The International Center has a distinguished Board – our experience in working with strong Boards will help to ensure that decisions are made effectively.

While we believe that the experience of our consulting team is unmatched in the industry, what makes us unique is our commitment to serve as partners with our clients, not just vendors. Together with the team at The International Center, our goal will be to optimize the Endowment’s investment program, exceed the expectations of current donors and attract new donors to the organization.

In addition to the normal scope of services provided by the McCaw, Schenck & Niceley Group, we believe one of our biggest differentiators, is the additional work and education we provide to the Finance Committee, Board of Directors and their staff.

9. Describe your firm's experience and capability for providing education to THE INTERNATIONAL CENTER staff and Board of Directors.

One of our key strengths is keeping clients informed regarding the ever‐changing landscape of financial issues and opportunities. Merrill Lynch’s global research is very extensive and draws upon the resources of its many branches present in local markets throughout the world. We routinely publish reports, articles and white papers on investment style trends, issues of importance to the economy and the capital markets and the management practices of other not-for profit organizations including endowments and foundations, and regulatory issues. Faced with a dynamic range of investment styles and management processes, our research efforts can help you keep current with investment concepts and practices. Our consulting team leverages this research in providing ongoing guidance to institutional clients.

Activity Frequency/Format Purpose Ongoing . Orientations for new Committee / Board or staff members As-needed, in- Investment . Discussion of current trends/topics specific to nonprofits person Education . Education on specific investment topics (e.g. alt. investments) . Educational seminars hosted by your lead consulting team or Outside Events As available our firm

Ongoing Client Education

Years of experience have taught us that ongoing communication and education are the keys to a successful relationship. The McCaw, Schenck & Niceley Group places a heavy emphasis on client education and ongoing performance reviews. Each session is tailored to the client’s specific needs. Our training is designed to provide Boards, Committees and staff with the information they need within the timeframe allotted. We can address a wide variety of topics including, but not limited to: investment theories, fiduciary responsibilities and risks, manager searches, governance issues, alternative investments and the current economic environment, to name a few. Educational Materials and Programs

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Material Description Market Focus Guidebook This report offers in-depth market commentary for the most recent quarter and is helpful in providing context to the performance of a client’s portfolio.

Research Reports Bank of America Merrill Lynch Research produces a wealth of research reports every quarter that cover a variety of investment topics. We can make these reports available to you electronically. White Papers We will distribute electronically, ‘white papers’ on issues which may be of interest to the Investment Committee, Board and staff. There are generally one or two white papers per quarter. These may be produced by Bank of America Merrill Lynch research or other investment management firms. Additional Materials Periodically, we will provide you with other educational materials that are specifically designed for nonprofits or fiduciaries. For example, in the past we have provided our clients with a copy of ‘Prudent Practices for Investment Stewards’ a publication by Fiduciary360. From our experience, clients have benefitted from the practices outlined in this guidebook.

Educational Programs Bank of America Merrill Lynch provides a wealth of educational events for clients. We will extend invitations to your organizations as these programs become available.

The volatility of financial markets, combined with the emerging corporate responsibility environment, has raised the scrutiny of trustees as they supervise the investment of the Endowment’s assets. A key distinguishing characteristic of Bank of America Merrill Lynch and a fundamental part of our value proposition is our focus of thought leadership and providing ongoing education to Finance Committees, Boards and Management Teams.

We welcome the opportunity to speak with members of your Finance Committees regarding the ever‐changing fiduciary responsibilities facing board members today. Our goal is to help you examine how other best‐in‐class organizations design their investment programs with a fiduciary mindset and in a manner to protect the organization’s financial mission in this current environment of heightened scrutiny and increased sensitivity towards governance and oversight. We would encourage you to take advantage of the educational sessions and deep resources that we can provide regarding the market dynamics and the impact on portfolios through a series of ongoing informal discussions, modeling tools, executive summaries, and formal presentations. We have done several educational sessions on a wide range of topics including the common pitfalls of not‐profit organizations, spending policy and distribution strategies and alternative investments.

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B. Investment Process

1. Comment on your “investment philosophy” and process for analyzing a client’s portfolio structure and for recommending modifications. How active is your management approach towards this portfolio?

We will surround The International Center with specialized resources and a multi-disciplinary team who not only understands the issues facing other foundations and nonprofits, but also commands the specialized knowledge specific to managing endowment pools and grant-making organizations. The hallmark of our approach is our commitment to building client programs from the ground up and carefully tuning them to the distinct needs of your investment pool -- equipping staff and the Finance Committee to fully understand the financial trade-offs of their strategic decision-making.

At the outset of the engagement, we will take the time to educate you on such things as the connection between spending policies, distributions and investment results while suggesting approaches that could help smooth and plan for more consistent distributions while maximizing long-term growth of corpus. We will invest the time to understand the essential need to balance the liquidity needs of your operations with the goal of maximizing the effectiveness of your long-term strategic investments and build corpus. Ultimately, this will lay the foundation for us to provide guidance on not only investment program construction and performance measurement, but also best practices on plan governance, investment policy statement development and other fiduciary responsibilities. We know how to help you get to the heart of the issues facing your investments and make informed confident decisions.

What Makes us Different? More Importantly, Why You ShouldWe understand Care… that no Quantifying performance of Profiling and creating a investment managers in regards “road map” for two clients are alike. to return, risk, active investment processes management, peer universe Each has unique risk comparison and more thresholds, spending

Investment Policy policies, and abilities Performance Statement to accept risk. We help Measurement Development & Review our clients understand

and manage these Supported by Merrill complexities by Lynch’s highly regarded Stress testing a market strategies, alone variety of employing a with the skill and Strategic Allocation allocations along leadership of your team, Portfolio Strategy disciplined investment Modeling the efficient you have the ability to frontier take advantage of process designed to tactical opportunities achieve the real result –

seeking predictable and

Investment Investment consistent investment Manager Search Manager Due and Selection Diligence performance in line with the client’s

Offering a customized Identifying investment objectives. mix of investment managers through rigorous managers, tailored to quantitative and each client’s unique qualitative measures needs

Our process has been designed with a document, track, monitor and measure philosophy. We take great pride in our role as an investment consultant to your foundation fund by creating a framework that enables our clients to meet their investment objectives while carefully balancing the risk and return characteristics of the capital markets. Consequently, we measure success of our client’s programs in terms of our ability to fulfill missions and meet their financial goals over time, not just beating benchmarks.

Our investment approach is dynamic and we believe that decisions surrounding investment programs cannot be made in a vacuum. Investment strategies need to transcend traditional investment‐only definitions of “risk” and “reward”. We actively monitor and evaluate investment programs and continually look for opportunities to optimize their effectiveness in

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THE INTERNATIONAL CENTER supporting the organization’s financial targets. Our methodology is built upon a proactive and highly engaged approach with a commitment to thoughtful portfolio design, independent consulting and a specialist manager philosophy. We seek to help clients simplify their investment programs and guide them to effective decision making. We facilitate an effective framework for decision making and assume accountability for the implementation of our recommendations. As a result, our investment process includes important elements of both a top down strategic assessment of our clients’ long‐term goals, along with detailed bottom‐up work to build an effective investment program to support those objectives.

We begin a client relationship by first taking the time to fully understand their mission and the role that these investments need to play to support both its short term and long‐term needs. Our team will work closely with you to capture your strategic vision, set financial goals, and ultimately, build consensus on the appropriate investment strategy to pursue. We take the time to educate staff and the Investment Committee on such things as approaches that could help reduce volatility and risk associated with your program. At the same time, we also understand the essential need to balance the liquidity and spending needs of the Endowment with the goal of maximizing the effectiveness of your investments. We will surround your relationship with specialized resources and a multi-disciplined team who not only understand the issues facing endowments and foundations, but also command the specialized knowledge specific to managing these funds.

We will construct a customized investment program using a diversified array of high quality investment strategies and managers in whom we have strong conviction and experience with them adding value in risk management and excess performance. Finally, our work continues on an ongoing basis as we actively monitor your portfolio with performance and risk analytics. We report to the Investment Committee on a quarterly basis and serve as your advocate by optimizing your investment strategy over time.

In a nutshell, we offer the benefits of a boutique, high‐touch institutional consulting experience with the breadth and depth of a global institution.

2. Describe your manager due diligence/research process. How often does your staff visit with money managers in- house and onsite?

Bank of America Merrill Lynch’s due diligence professionals follow an established process to identify investment managers and strategies for you.

Bank of America Merrill Lynch has the resources, relationships and global reach that provide access to a broad range of investment management firms and strategies that span multiple asset classes, investment styles and regions. Industry changes, market events, or the need for a new asset class or manager type prompts our reach into this range to begin our process. We start with quantitative screens that leverage industry databases and tools to gain a deeper understanding of the broad range of managers. Our quantitative analysis includes a review of investment style and consistency and total returns relative to benchmarks, and an evaluation of risk and volatility, standard deviation, and downside risks.

Qualitative Analysis and Evaluation Next, the due diligence team balances our quantitative review with a more in-depth look across the manager’s capabilities and skill level through more qualitative measures. Our qualitative analysis looks beyond numbers to broad qualitative factors, focusing on firm, resources, methodology, and investment results. Our qualitative reviews help us identify

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THE INTERNATIONAL CENTER managers who we believe will meet or exceed their strategy objectives and deliver against different measures, such as alpha target, risk target and tracking error.

With a critical eye, the team looks at:

. Organizational structure and growth – infrastructure, products and client base . Investment professional and strategy resources – team stability, depth of expertise, firm tenure, education and specialization . Investment philosophy and process – process clarity, data sources, communication and consistency/repeatability . Portfolio construction and investment results – risk management, portfolio characteristics and consistency performance versus risk and other objectives

Evaluations are conducted in part through our proprietary tools and research process, which includes approximately 1,000 in-person manager meetings per year. This approach helps us further evaluate their organizations and capabilities. Our team of due diligence analysts takes the time to truly understand a manager’s level of skill. We look beyond past performance metrics, so you can be confident that we offer qualified investment managers who employ a consistent investment process.

After the due diligence team identifies and evaluates potential managers, the recommendations are presented to our investment committees, which review and approve all investment manager strategies. This additional layer of review helps ensure that selected managers can help you meet your long-term investment objectives.

Our investment committees consider these and other factors:

. A forward-looking assessment of the manager’s performance potential . Expectations and objectives . Investment style . Risk/return profile . Time horizon

Our robust due diligence and governance process results in a roster of investment managers that we believe has the ability to support your investment objectives. The menu of managers resulting from this process also helps offer choice for clients to adapt to fluctuating market events and their changing investment needs.

Due diligence doesn’t end with selecting managers and strategies and providing choices for portfolios. Bank of America Merrill Lynch regularly monitors and periodically re-evaluates investment managers to ensure that they continue to meet the consistent quality we expect. It also means that we can identify and provide guidance for managers that deviate from their target objectives for various reasons, including style, consistency, management skill and performance.

3. Describe the capabilities and differentiating features of your firm's manager research database. Is the database proprietary or purchased? Are managers charged fees for inclusion? How many managers are tracked?

Bank of America Merrill Lynch has one of the largest manager research and managed solutions platforms in the country and has dedicated substantial resources to its manager research function. Merrill Lynch maintains two proprietary databases of investment managers for separately managed portfolios.

On average, we conduct close to 1,000 manager searches per year and generally have more than 300 approved strategies across asset classes available for our clients at any point in time. Our research process draws upon an extensive universe of active managers for consideration, including the Lipper System which tracks the performance of 18,000 mutual funds. Our performance database system tracks approximately 1,000 managers/advisors and approximately 5,000 separate accounts.

Bank of America Merrill Lynch does not sell its research on investment managers to any outside organization. The research is for internal use only for the benefit of our clients. Our research is focused on finding high-quality investment managers that would be appropriate for our clients.

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4. Describe the firm's manager search process. How the managers are initially screened? What criteria are emphasized in the latter stages of a search? Is there a minimum number of years of live performance required or a minimum amount of assets in the strategy to be included in the search?

Fundamental research techniques are central to the Merrill Lynch Investment Management and Guidance (IMG) research efforts. Our research is both qualitative and quantitative. Through the years, we have developed records comprised of proprietary research and analytical information on hundreds of managers.

Our evaluation process of a new firm usually begins with our review of the manager’s performance and other quantitative data. We utilize a variety of sources to obtain this information, including proprietary and third party databases. We also request literature from the firm, including marketing brochures, resumes of the investment professionals, sample portfolios, and a copy of their Form ADV Parts I and II (their filing with the SEC to be a registered investment advisor).

These documents are reviewed in preparation for meetings with the managers. Any questions that arise (e.g., legal or regulatory problems, turnover of investment professionals and/or clients, performance issues) are addressed during the meetings.

The Merrill Lynch Investment Management and Guidance group has over 30 professionals involved in the analytical process of evaluating investment managers and who meet with investment managers both in our offices and at their locations in the U.S. and internationally. Our approach is to analyze investment managers in the same way that an investment manager researches companies.

Whether at our location or at the manager’s office, topics covered usually include but are not limited to:

. History and background . Goals and objectives . Ownership of firm and changes in ownership . Compensation . Investment professional staff and changes to the staff . Investment research process: how it is done and who does it . Investment decision-making process: how it is done and who does it . Historical investment performance . Analysis of the composite of investment performance

Performance is analyzed in detail. We examine both absolute and risk-adjusted performance (i.e., the relationship between rates of return and the risk incurred to obtain the returns). Examples of analysis performed include how the manager performed in strong and weak markets and when their style was in and out of favor.

Our Investment Management and Guidance group Investment Committee, consisting of senior investment professionals, meets periodically to review managers. Professionals who have met with and analyzed a firm make a presentation to the Committee, which then decides whether or not the firm can be introduced to appropriate clients undertaking manager searches or if additional research is necessary.

Verifying Manager Information

Verifying manager information is a critical component of our investment management research efforts. Using a variety of approaches, we seek to confirm the consistency of information we have about investment managers. This information can include areas such as consistency of style, application of style, staff and performance.

Verifying the consistency of investment process can be accomplished by periodic reviews of a manager’s portfolio holdings and characteristics. In other words, one can observe if the stocks held by a manager with a growth style do, in fact, have high growth characteristics and the value manager who uses P/E as a buy/sell criteria does, in fact, hold low P/E stocks.

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Performance consistency is determined by comparing performance versus other benchmarks. Not only is long-term performance observed, but performance for shorter periods is assessed. We determine if good or poor long-term performance was consistently good or poor, or if one or two exceptionally good or poor years had large impacts upon long- term performance.

Finally, a key approach to verifying manager information is to ask questions of other professionals in the investment industry. For example, our nationwide network of consultants provides us with valuable information about local investment managers. Also, just as equity analysts use competitors and suppliers to provide information about companies being researched, we speak with other investment managers about particular firms. Finally, our research may even include speaking with employees who have left a firm, as they often provide frank assessments of their former employers.

5. How many analysts are employed by your organization that are responsible solely for investment manager research? How many analysts are responsible for performance evaluation, performance attribution analysis, manager evaluation and due diligence, etc.?

Merrill Lynch Financial Advisors draw upon the full breadth and resources of the Investment Management and Guidance (IMG) group which includes 35 professionals that drive investment consulting research. Many of our professionals have worked in the financial industry as asset managers, traders and buy‐and‐sell‐side security analysts, putting them in a strong position to better assess a manager’s level of skill. Our research efforts are also supported by over 700 analysts in Global Macro, Credit and Equity Research areas.

The IMG due diligence organization incorporates an institutional approach reflected in three dimensions: specialized resources focused on manager selection, experienced investment professionals, and state-of-the-art research tools.

6. Describe your firm's experience in researching, selecting and monitoring managers in alternative asset classes, such as hedge funds, private equity, real estate, portable alpha, and commodities.

In today’s financial environment, diversification may require more than an allocation to stocks, bonds and cash. Adding alternative investments to a well-diversified portfolio can offer the potential for improved risk-adjusted returns with reduced volatility, as well as additional benefits that may not be obtained through a traditional portfolio. The universe of alternative investments encompasses a diverse, multi-disciplinary set of investment types and strategies. Unlike traditional investments, such as mutual funds whose performance is largely dependent on the direction of the broader market, many alternative investment strategies seek to achieve a different pattern of returns through their unique investment strategies and broad mandate.

As such, we view alternative investments as strategies (not asset classes) that are unified by specific objectives, expected behaviors or outcomes in the portfolio. The spectrum of outcomes into which various alternative investment strategies are categorized includes:

. Stability and consistency of return . Portfolio diversification and/or hedge against inflation, and . Growth and/or capital appreciation

Grouping alternative investment strategies by outcome yields four broad categories:

. Credit Oriented AI Strategies seek stability and consistency of return . Diversifying AI Strategies may provide portfolio diversification and/or hedge against inflation . Equity & Growth-Oriented AI Strategies seek growth and capital appreciation . Multi-Strategy offers access to a combination of the above

Please refer to Appendix A.

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7. Discuss the theory and methodology of your asset allocation modeling process. Is your asset allocation software developed in-house or externally?

Determining an appropriate asset allocation from the available investment alternatives can be one of the most important portfolio management decisions any client can make. Strategic Allocation Modeling can help you build a more efficient portfolio by diversifying not only among the three major asset classes – stocks, bonds and cash – but also among varying market capitalizations, international securities, and alternative investments, such as hedge funds. This approach potentially increases returns and seeks to reduce risks by combining asset classes that perform differently at different times. When one asset category declines, a rising part of your portfolio may help offset those losses.

Merrill Lynch’s research team – investment Management and Guidance (IMG) Group employs state-of-the-art allocation modeling capabilities to assist in identifying an appropriate strategic asset allocation. Our computer model uses Merrill Lynch’s forward looking capital market assumptions for risk/return and correlation of each asset class to model proposed portfolios.

Asset Modeling Customization Over time, the selected asset mix can be a major determinant of a portfolio's level of return and level of risk taken. This means a strategic allocation target should be carefully determined, so that it will reflect and support your portfolio's return objectives, liquidity requirements, and most importantly, your tolerance for risk. For this reason, the McCaw, Schenck and Niceley Group will begin your asset allocation study by understanding your specific financial circumstances and objectives, through a questionnaire that covers:

. The nature of your assets (e.g. qualified retirement plan, trust) . Your investment and return objectives . Your cash flow needs, time horizons, and risk tolerance . Your current asset allocation, with applicable constraints . Any specific circumstances that affect your investment activities, such as legal and regulatory issues, liquidity concerns, or preferences for socially responsible investments (SRIs) . Multiple-scenario analysis to review behavior of the portfolio under alternative capital market assumptions

Based on your responses, your advisor will present a range of allocations with different risk levels, from more conservative to more aggressive. You can choose which one is right for you from the following models:

Portfolio Model Risk Characteristics Composition

Aggressive Substantial amount of risk Various asset classes but heavy on equities

Moderately Aggressive Fair amount of risk Various asset classes but primarily equities

Moderate Moderate level of risk Balance of fixed income and equities

Moderately Conservative Somewhat risk averse Cash, fixed income, modest equities

Conservative Predominately risk averse Cash and fixed income

Asset Modeling Methods There are many approaches that fund sponsors have used to determine the asset allocation policy for their funds. Two methods were analyzed to derive the long run “expected” returns for each of the asset classes. Each method has distinct

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THE INTERNATIONAL CENTER advantages and disadvantages and differing results. We have presented information on each of these methods for informational purposes. For equity returns, we have used a weighted average method of arriving at a return assumption that incorporates each of the two methods as described below as well as other views and estimates derived from Merrill Lynch’s research and statistical models.

Capital Asset Pricing Model The Building Block Method is based on the Capital Asset Pricing Model (CAPM) as developed by Nobel Prize laureates Harry Markowitz, James Tobin, and William Sharpe. The CAPM explains that the return of an asset class is a function of a riskless bond rate and a risk-based return premium. In applying this model to estimating long-term asset returns, a "building block" approach could be used. This approach assumes that the long-run equilibrium return of an asset is composed of various components. The return for US Stocks, for example, consists of the riskless bond yield plus the equity return in excess of the riskless bond yield (i.e. equity risk premium). The riskless bond yield is a market observable rate to an investor with a holding period equal to the maturity of the bond. For our purposes, the yield-to-maturity of a zero coupon Treasury bond with 10 years to maturity is the basis for all riskless bond rate estimates considering the long time horizon of equity investments. The equity risk premium, on the other hand, does not have a market observable rate similar to the bond yield, and is itself composed of different types of risk premiums within the broad risk premium number. To estimate this, a historical average premium is used for the broad US market as a starting point with forward looking adjustments made based on input from Merrill Lynch Research to derive a forward looking risk premium.

Economic Growth Forecasts Another method is to base long run averages on estimates for economic growth, dividend yield and expected inflation. The model for estimating the expected return for domestic equity would be as follows in a simplified calculation:

Expected Return = Dividend Yield + Expected Inflation + Expected Earnings Growth + Dividend Reinvestment

In this simplified calculation, we will assume the current dividend yield for the S&P 500 is 1.75%, the forecast average inflation rate is 2.5% based on Merrill Lynch projections, a growth rate for the corporate earnings excluding the effects of inflation is 3.5% based on Merrill Lynch Research over the next 25 years. Other factors account for an additional component of return.

8. How are your capital market projections derived? How is that information used to develop investment strategy for clients?

Merrill Lynch is uniquely positioned to leverage its extensive presence in the capital markets arena to develop a conviction on future market trends and expected performance. Merrill Lynch clearly benefits from having an informed view of the capital markets and develops its own capital market projections. This research informs all of the work that we conduct for our institutional clients. This forecast represents the base from which forward looking asset class assumptions are formulated and used within the asset allocation modeling process.

A Forward Looking View Asset class assumptions are key considerations in the creation of any long term investment strategy and are instrumental to Merrill Lynch’s role in providing sound advice and guidance. We believe that it is critical that these assumptions be realistic. If they are too optimistic, financial goals may not be achieved.

In setting the asset class assumptions, we have adopted a forward looking view valid for the next 20–30 years. We believe our approach is realistic and does not merely assume that historic returns will continue to be realized in the future. It reflects our belief that it is more responsible to illustrate the effects of a range of returns, including possibly lower returns, than to rely solely on best case scenarios. In reviewing the asset class assumptions, Merrill Lynch Investment Management and Guidance (IMG) Group follows a rigorous review process and considers a number of factors, including:

. A close examination of asset class performance over several economic cycles with the inclusion of recent market movements . Consideration of special events or circumstances, with the appreciation that future performance may not necessarily follow past patterns or results

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Why Assumptions Differ from Historical Averages Our forward-looking asset class assumptions, like those of other industry leaders, appear to be conservative when compared with the historically realized values. We take this approach because:

. Inflation is likely to remain near low levels of the past decades. We also expect inflation to remain less volatile . Since the 1980s, asset valuations exhibited a significant rise that is unlikely to be repeated over the next 20-30 years . Rates of growth should be analyzed globally, beyond just U.S growth rates, because the U.S. is unlikely to continue to grow at the same levels it has historically

For many of our clients, the implication of this moderate forward‐looking view has increased the emphasis on the need to select successful managers who can potentially outperform their underlying benchmarks.

9. How would you assist THE INTERNATIONAL CENTER’s Board and Operations/Finance Committees in meeting their fiduciary responsibilities?

As an investment adviser registered with the SEC, pursuant to the Investment Advisers Act of 1940, we owe a fiduciary duty to act in the best interest of our clients and to place the interests of our clients before our own. Merrill Lynch’s duty in this regard requires it to act with high standards of conduct, care, and loyalty to our clients and to fully disclose potential conflicts of interest. Merrill Lynch is willing to specifically acknowledge this duty under the Investment Advisers Act of 1940 in our written agreement with a client.

10. Describe the process you will use to assist us in the maintenance of our investment policy, spending policy, objectives and guidelines for our fund. Appendix A of this document contains THE INTERNATIONAL CENTER’s current Investment Policy. Please provide us with 3-4 key insights you wish for our committee to review as it relates to our Investment Policy.

Bank of America Merrill Lynch takes an individualized approach to the development of your overall investment policy4. The approach is based on your unique situation and needs. The INVESTMENT POLICY process is also designed to document that the investment policy was developed logically and SERVICE PROCESS objectively.

PROFILE We believe that the development of a policy is a critical phase of the investment process. Accordingly, will work closely with you from the outset of the relationship to gather INTERVIEWS information needed to develop a profile of your investment goals and your risk tolerance. ST Throughout this process, your Advisors will coordinate all consulting efforts involving you, 1 DRAFT Bank of America Merrill Lynch headquarters consulting staff, and your investment managers. REVIEWED The information gathered from the profiling process would be used to create an initial draft of MANAGERS an investment policy statement for your review. This statement will typically include such REVIEW DRAFT topics as your overall investment philosophy, your rate of return objectives, the desired risk level, investment and quality constraints, time horizon for achieving results, and performance 2ND DRAFT evaluation benchmarks. REVIEWED Your comments regarding the initial draft will be used as input for a final version of the investment policy statement, designed to communicate clearly to each of your investment managers your portfolio's investment goals, as well as the guidelines for achieving them.

“FINAL DRAFT” Once the investment policy has been adopted by you or your Investment Committee and other parties involved, the document serves as the ongoing framework for the long-term

4 Investment Policy Statement development is offered as a stand-alone service through the Merrill Lynch Consulting Services program, through a separate contract.

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THE INTERNATIONAL CENTER management of the portfolio. For example, the investment policy will provide background and objective evaluation criteria for the performance review of the investment managers and the portfolio as a whole.

Bank of America Merrill Lynch’s development of an Investment Policy Statement will establish a disciplined investment process. Your Advisors work closely with you to create an investment policy statement to document responsible stewardship in meeting their fiduciary obligations.

They will assess: . The nature of your assets . Your investment and return objectives . Your cash flow needs, time horizons, and risk tolerance . Your current asset allocation, with applicable constraints . Any specific circumstances that affect your investment activities, such as legal and regulatory issues, liquidity concerns, or preferences for socially responsible investments

Once your investor profile has been established your Advisors, in conjunction with your research team – Investment Management and Guidance (IMG) Group, will develop a draft investment policy statement. You review the draft, and, upon your approval, when you agree that it reflects your attitudes and concerns, you receive a final version.

Based on the information that you provide, the policy statement can include the following:

Introduction . The rationale behind your investment policy statement . The nature of your assets . Your unique circumstances, such as time horizon, cash flow requirements, tax status, and any legal constraints that may influence future investment activities

Responsibilities . Who is responsible for such activities as manager selection and termination, portfolio management, and altering policies set forth in the statement

Objectives . Definition of the portfolio’s objectives, including benchmarks to measure its progress (e.g., market indexes, combinations of indexes, or real return)

Risk Tolerance . Your specific risk tolerance, quantified with standard deviation

Asset Allocation . Diversification strategy, based on your risk tolerance, among the three major asset classes (stocks, bonds and cash) as well as different market capitalizations (e.g. large cap, small cap), investing styles (e.g., value, growth), international securities, and alternative investments (e.g., hedge funds, private equity)

Investment Strategy . Criteria for manager selection, diversification requirements for each asset class and investment approaches, as well as those to be avoided

Performance Evaluation . How results will be reported . The period of time over which you will evaluate effectiveness . Reporting tolls, including volatility measurements and attribution analysis, to help identify how much of your portfolio’s performance can be attributed to management decisions rather than to market conditions, asset allocations or other factors

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Meeting and Communications . Ground rules for manager-client interactions, including frequency of reports, meeting requirements, and occasions for telephone and e-mail

Upon your approval of the Investment Policy Statement, it is sent to each investment manager responsible for managing your portfolio. Once the investment manager accepts the terms of the statement, it is obligated to manage your assets in accordance with the guidelines that you have established, regardless of changing market conditions in the future.

The Investment Policy Service is available on a stand-alone basis or as part of Bank of America Merrill Lynch’s comprehensive services, which can also provide you with expertise in customizing an asset allocation strategy, selecting investment managers, and measuring your portfolio’s performance.

The purpose of this Investment Policy Statement (IPS) is to guide the Investment Committee in effectively supervising, monitoring and evaluating the investment performance of the assets of The International Center and manage those assets according to the applicable prudent standards as established under the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as adopted by the State of Indiana for similar investment portfolios. With this in mind, here are some points of interest we would cover pertaining to your Investment Policy:

. We would help the Investment Committee in developing a more refined and robust set of benchmarks to more accurately compare Manager results with Investment Policy objectives. . Crucial to the Investment Policy Statement is the performance of each manager in the portfolio measured against the standards of the IPS. As a consequence, we provide you a detailed review of every manager on a quarterly basis compared to your standards. This tool is valuable in several ways: it allows us to make appropriate changes to the portfolio and permits The International Center to improve the usefulness and detail of the IPS. . We would look to update language to clarify objectives around the Investment Goals section of the Investment Policy Statement. . We would incorporate updated language around the use of Fixed Income Investments to allow more flexibility for Fixed Income Managers in compliance with the Investment Policy Statement and general practices of Fixed Income Managers.

11. Address how you would structure the custody of THE INTERNATIONAL CENTER’s investment assets. Would an internal, external or blended approach be used?

Generally, MLPF&S or one of our affiliates will act as the custodian for the assets held in the Investment Advisory Program. Your assets will be maintained in one or more central asset accounts established at MLPF&S through the applicable securities account. In limited circumstances, if we agree, you may use an unrelated custodian to maintain custody of assets in the Program. You should understand that, if you choose an unrelated custodian, all related custodial fees and expenses will not affect and are in addition to the Program Fee. You will be responsible for ensuring that we, and/or any vendor utilized by us, is provided with daily access to the unaffiliated custodian's systems, transaction and account data and other information necessary for us (or our vendor) to provide adequate account supervision, transaction, billing and/or other client reports and/or other necessary services to your accounts. You understand that as a result of your use of an unaffiliated custodian, you may receive more limited account/strategy information and/or reporting, including performance reporting, where certain required information cannot be obtained from or is not provided by the unaffiliated custodian.

12. Please provide four client references applicable to this RFP whom we can contact. Include the contact name, title, address, telephone, e-mail, the length of time providing services and the level of assets under management.

Due to Bank of America Merrill Lynch’s client confidentiality policies, which would also protect The International Center as a client, we cannot provide complete references at this stage of the Request for Proposal (RFP) process. However, we have gained approval from a client listed below and will obtain additional approvals if invited to a finals presentation.

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Reference:

Organization: Crossroads of America Council, Boy Scouts of America Contact Name: Kevin McPherson Title: Director of Support Services Address: 7125 Fall Creek Rd, Indianapolis, IN 46256 Phone: 317-813-7125 E-Mail: [email protected]

We have been managing assets for this organization since 2008.

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C. Service Structure & Accessibility

1. Please provide a full list of consulting services offered by your firm.

As the consulting arena has evolved over the years, consulting providers have responded with a variety of solutions involving varying degrees of accountability and fiduciary support. Leveraging the full breadth of our combined organization, Bank of America Merrill Lynch offers a range of integrated solutions to help organizations and their investment committees implement investment strategy, safeguard assets and support their spending and distribution needs. We combine best- practice independent investment consulting, implementation, custody, governance and administration to offer a range of flexible, cost-effective solutions tailored to a client’s needs.

These solutions range from 1) traditional stand-alone Investment Consulting, to 2) Implemented Consulting (non- discretionary manager-of-manager solutions), and 3) Fiduciary Based Fully Discretionary and Outsourced CIO Solutions.

Discretion & Outsourcing

Investment Solutions Custody & Execution

Advice & Guidance SPECTRUM OF CONTROL SPECTRUM

Discretionary & Outsourced Non-Discretionary Advice Stand Alone Consulting Capabilities Chief Investment & Implementation Officer (OCIO)* SPECTRUM OF CAPABILITIES

Few organizations have the ability to offer a comprehensive consulting solution that includes the level of accountability, transparency and results-oriented management that represents the core foundation of the Global Institutional Consulting Group at Merrill Lynch. We offer a boutique, high‐touch institutional consultancy, anchored by a team of seasoned professionals, who are passionate about working with nonprofit organizations. The hallmark of our approach is our commitment to building client programs from the ground up and carefully tuning them to the specific goals of the International Center -- equipping the Executive Committee and Board of Directors to fully understand the financial trade- offs of their strategic decision-making.

2. Provide the location of the office that will serve THE INTERNATIONAL CENTER and biographies of the key consulting personnel assigned to our account. Please identify who would be our main representative, who would perform the analytical work on the relationship and who would serve as the back-up consultant in situations when the proposed lead consultant could not attend a meeting. What is the average number of client relationships per consultant?

Address of the Office Serving Your Account: The McCaw, Schenck & Niceley Group 510 E 96th Street, Suite 500 Indianapolis, Indiana 46240

Bruce C. McCaw, Managing Director, Wealth Management Advisor, has been in the investment business for 48 years, 38 years with Merrill Lynch, since graduating in 1968 from Northern Arizona University with a Bachelor of Science degree in Business Administration. He has continued his education throughout his career by getting the Chartered Retirement

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Planning Counselor CRPC® designation, doing graduate work at Butler University, and taking professional classes in portfolio management and consulting. His entire career has involved working with financial institutions, corporations, foundations and high net worth individuals throughout the country. Bruce sits on several Boards of civic and private organizations, corporations and foundations throughout Indiana.

Jim Schenck, Senior Vice President, Wealth Management Advisor, has been a financial advisor for over 17 years, providing financial advice and service to affluent individuals, non-profits and businesses. He also manages team’s discretionary portfolios in addition to selecting and monitoring Alternative Investments. Jim received his Bachelor's degree in accounting from Indiana University/Purdue University Indianapolis. He has been Co-Chair for the 500 Festival Parade, has been campaign cabinet member for United Way of Central Indiana, Chaired the Fairbanks Circle of Hope Awards Dinner, coached disabled USA Water Ski team athletes and has been a member of the Indiana CPA Society.

Steven J. Schenck, Vice President, Investment Associate, is a seasoned executive with 40 years of experience in banking and financial management. Prior to joining Merrill Lynch with his son Jim in 2007 he served as Chief Executive Officer for Regions Bank, responsible for the Midwest Banking Group. Steve has served on numerous philanthropic organizations including United Way of Central Indiana, Boy Scouts, Indianapolis Zoo, Indy Chamber of Commerce, University of Southern Indiana, 500 Festival Foundation, Kelly School of Business Advisory Board and Fairbanks Hospital. Steve was the Co-Chair of the 2012 United Way of Central Indiana Campaign. He is also a member of the American Institute of CPA's.

Kevin Niceley, CIMA®, CRPC®, Senior Vice President, Wealth Management Advisor, has been a financial advisor since 1985. Kevin joined Merrill Lynch in 2009. He applies his extensive experience to support families, endowments and foundations with strategic wealth management. Kevin is active in his community, having served on a number of boards, including the Aspire Mental Health Organization where he is a Past President, Audit and Finance Chair and Capital Campaign Chair. Kevin and his wife, Jenny, live in Carmel, Indiana and have three children.

Kevin holds the Certified Investment Management Analyst® (CIMA®) designation which is awarded by the Investment Management Consultants Association, Inc (IMCA®) and taught in conjunction with the Wharton School of Business. He also holds the Chartered Retirement Planning CounselorSM (CRPC®) designation. He is a graduate of Ball State University with a Bachelor of Science degree in Finance and Business Administration. Kevin is a member of the Investment Management Consultants Association (IMCA®) which is the owner of the certification marks CIMA® and Certified Investment Management Analyst®. Use of CIMA® and Certified Investment Management Analyst® signifies that the user has successfully completed IMCA's initial and ongoing credentialing requirements for investment management consultants. Chartered Retirement Planning CounselorSM and CRPC® are registered service marks of the College for Financial Planning.

Richard Chegar, Investment Associate, has over 33 years of industry experience. Dick provides detailed financial planning and strategic implementation to his institutional and individual clients. A graduate of the United States Military Academy at West Point with a Master of Arts degree from Indiana University, Dick retired from the United States Army as a Major General. He has served on a number of charitable boards including past Chairman of the Patton Museum Foundation and past Treasurer of the Benjamin Harrison Presidential Site. Dick and his wife, Anne, live in Indianapolis, Indiana and have a blended family of five children and six grandchildren.

Analytical work will be primarily provided by local members of the McCaw, Schenck & Nicely Group support staff, with additional support provided by 35 traditional portfolio construction and due diligence analysts, 125 alternative investment research analysts, 5 portfolio managers and 4 portfolio analysts all focused on implementable investments. This team levers the work performed by the team of 144 global macroeconomic research analysts.

Bruce McCaw will be the lead Consultant for the International Center. Jim Schenck, Steve Schenck and Kevin Nicely will serve as the back-up Consultants. Among these Consultants, there are an average number of 70 client relationships.

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3. Tell us about the support professionals who would be responsible for this account. Explain how the team dedicated to our account would function. Indicate any special endowment management expertise. List any senior staff departures in the past two years and explain the reason for the departure.

Supporting Bruce McCaw and the team’s Consultants are three exceptional members of our group with combined industry tenure of 70 years. They are expert in the many systems that undergird the administrative, regulatory and management structure of a modern financial institution. They simplify complex issues that our institutional clients might find challenging while solving a myriad of day-to-day requirements. In sum, they will help to make life for your staff much easier!

4. Is your firm a registered investment advisor under the Investment Advisors Act of 1940? Can your firm provide fiduciary services to its clients?

Merrill Lynch, Pierce, Fenner & Smith Incorporated is a registered broker-dealer and member of SIPC. Merrill Lynch, a subsidiary of Bank of America, is a registered investment adviser with the SEC, since December 8, 1978. Merrill Lynch files Form ADV electronically. For your convenience you can find an electronic copy of our investment adviser's Form ADV (Part I and Part II) on the SEC's Investment Adviser Public Disclosure (IAPD) Website at the following address: http://www.sec.gov/answers/formadv.htm.

5. Does your firm, its employees, or any affiliated or related entities derive any economic benefit from any investment entities, intermediaries or service providers that are or will be involved in our account?

. Charge investment managers for inclusion in our manager search database . Introduce managers affiliated with Bank of America, Corp. to clients unless specifically requested . Accept referral fees or any other compensation from managers as a result of introductions . Offer Consulting Services, including performance measurement, to investment management firms . Purchase products or services from investment management firms

6. Will you or your representatives be available to meet regularly (primarily via teleconference) to review the account? THE INTERNATIONAL CENTER’s Operations/Finance Committee meetings occur monthly with an in-person attendance typically would be expected one to two times per year at locations that coincide with our regular THE INTERNATIONAL CENTER Executive and or Board of Director meetings.

The McCaw, Schenck, & Niceley Group will meet with the Investment Committee quarterly or upon your request to perform a portfolio review of your account. Topics of discussion will generally include:

. An update on current financial market conditions and the global economy.

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. A detailed review of THE International Center’s portfolio performance. This review will be revised over time to ensure that board or investment committee is getting all of the information that they need or want and none that they don't. . A yearly review of the Investment Policy Statement. . Recommendations for rebalancing and reallocation of assets to ensure both ideal portfolio construction as well as compliance with standards and the Investment Policy of The International Center. . Review of individual investment manager performance, on occasion this may warrant the attendance of individual portfolio managers at reviews to discuss their portfolios.

The International Center will also have daily access to your account online at MyMerrill, which will allow you to view account activity, along with monthly statements and quarterly reports. The McCaw, Schenck, & Niceley Group will always be available to answer any questions or concerns you may have regarding your account and portfolio.

The main local contacts for the support group of the McCaw, Schenck & Niceley Group are:

Jacob Statz, Investment Associate, has been in the financial services industry for 11 years, since graduating from the Kelley School of Business at Indiana University. He has subsequently completed his MBA from Butler University with a concentration in Finance. His career roles have centered around assisting individuals and businesses with investments, banking, lending, and insurance – with a strong focus on the overall client experience.

Michele Stiff, Client Associate, has 30 years in the financial services industry. Michele handles client inquiries, account administration and maintenance, and assists in implementing customized investment strategies tailored specifically to each client’s individual investment needs. Focusing on quality service and technical support, Michele forms strong relationships with clients and works promptly to handle all of their needs and requests.

Tracy Walton, Client Associate, joined the Financial Services Industry in 1986 and is highly regarded for her attention to detail and client service. Tracy handles all administrative and day-to-day operations with great personal care. Often the first point of contact, assisting clients with their daily needs, ranging from titling of accounts, statement reviews, and client account access along with various other services.

7. What is your quality standard for returning telephone calls and/or emails?

When a message is left for a specific individual, it will normally be returned within two hours. Should that individual be unavailable – and depending on the context of the message – it will be returned by an appropriate team member within two hours. More general messages will receive a response from an appropriate member of the team based on the urgency of the message.

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D. Performance Reporting

1. Comment on your process for providing performance measurement reports to suit the needs of the Operations/Finance Committee.

Merrill Lynch has been providing portfolio performance measurement services for over 40 years. Our Performance Report provides you with state-of-the-art portfolio evaluation techniques. It is designed in a clear easy-to-read format, which uses charts and graphs to tell the story of your portfolio’s performance results.

The Performance Report helps you evaluate your portfolio’s progress toward goals by measuring three significant elements of performance:

. RETURN: how much your portfolio has earned, . RESPONSIBILITY: the factors or reasons for these results, and . RISK: the level of risk taken to achieve the results.

A special feature of the performance reviews is the focus on the reasons for your portfolio’s performance results. The Performance Report evaluates the three most important factors responsible for a portfolio’s return: the investment environment, the investment manager’s active management decisions and the portfolio’s investment policy constraints.

At your convenience, meetings can be scheduled with the McCaw, Schenck & Niceley Group to review the Performance Report in detail.

2. How frequently do you plan to provide investment performance measurement reports to the committee? When are reports available after the end of each month/quarter? Can THE INTERNATIONAL CENTER access performance reporting on a secure website?

Typically, the quarterly review is available to clients approximately 20 days after the end of each quarter. This amount of time is required so that we can assemble a statistically valid “universe” of performance results for comparisons and rankings in the review. These are collected from the performance results of actual client portfolios.

The International Center will also have daily access to your account online at MyMerrill, which will allow you to view account activity, along with monthly statements and quarterly reports. The McCaw, Schenck & Niceley Group will always be available to answer any questions or concerns you may have regarding your account and portfolio.

3. Describe the performance measurement software your firm uses. Is the software proprietary, or does your firm utilize the software of an outside vendor? If your firm uses non-proprietary software, do you have the ability to influence changes to the software to customize reports for our needs?

Bank of America Merrill Lynch uses proprietary software to create the Quarterly Performance Report. Bank of America Merrill Lynch owns all rights to the software and may direct changes to the programs at any time. We are continually evaluating and refining the analytical techniques and methods of presentation in the performance report, with consequent changes to the software used to generate the report. Bank of America Merrill Lynch computes and prepares the information for quarterly performance reports in-house.

4. Please describe how you monitor the style adherence of investment managers. Specifically, what types of reports would you use?

Performance measurements can be arbitrary unless measured against something meaningful. IMG Research seeks to evaluate an investment manager’s performance (absolute return, risk and risk-adjusted returns) relative to the appropriate benchmarks based on the following:

. Index Comparisons: We identify the most appropriate index benchmarks for a given investment manager. For example, if a manager invests in small companies that are in an aggressive growth phase, then an

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index (i.e., Russell 2000 Growth) highly correlated with a portfolio of small-cap growth stocks would be appropriate. . Universe Comparisons: It is important to measure an investment manager’s performance relative to a universe of similar investment managers. IMG Research believes that universe comparisons are an important supplement to index comparisons, since indexes generally do not provide a comparison of the full opportunity set of investment options within the given asset class. . Rolling Periods Analysis: Evaluating an investment manager’s performance on a fixed time period (e.g., three-year) can often be arbitrary. For example, if a manager’s current three-year annualized return is solid due to the strong recent quarter return, while the quarter dropped from the new three-year figure was poor, then an investor may see a tremendous swing in the manager’s three-year return from the last period to the current period. Due to some of the shortcomings of fixed time period analysis, IMG Research evaluates performance over a variety of different periods, including rolling periods, which helps investors identify trends in an investment manager’s performance. For example, instead of only evaluating the most recent three-year period, IMG Research may also consider prior three-year time periods. In examining the rolling returns, IMG Research compares the manager versus both indices and an appropriate universe.

Qualitative Analysis While we deploy the most sophisticated set of quantitative tools available to the industry, we deliver real value to clients and portfolios in the qualitative work of our research analysts. Our fundamental philosophy regarding manager research is that while quantitative screening is useful for the culling of large numbers of available strategies into manageable pools of talent, it is in no way a replacement for solid qualitative due diligence through face-to-face interaction with the manager.

We believe that sitting across a table from a portfolio manager is the only way to analyze what has happened in a managed portfolio but more importantly, it is the only way to have a view on what could happen. This philosophy on due diligence has lead to the establishment of investment manager research teams in Europe and the Far East. Our staff travels extensively nationally and internationally in an effort to source and research the very best investments for our clients. All of the costs associated with our in-depth research are borne by us. Managers never pay a fee to be included in our database or manager identification service.

5. Describe the performance attribution analysis services you could provide.

The Performance Report helps you evaluate your portfolio’s progress toward goals by measuring three significant elements of performance:

. RETURN: how much your portfolio has earned, . RESPONSIBILITY: the factors or reasons for these results, and . RISK: the level of risk taken to achieve the results.

BANK OF AMERICA MERRILL LYNCH 25

THE INTERNATIONAL CENTER

At your convenience, meetings can be scheduled with the McCaw, Schenck & Niceley Group to review the Performance Report in detail.

THE PERFORMANCE REPORT

The Performance Report is designed to help clients monitor portfolio performance in addition to progress toward reaching their financial goals. The report provides the answers to such essential questions as:

. Is the portfolio’s current asset allocation consistent with your investment strategy?

. What is the current value of the portfolio, after considering all deposits and withdrawals?

. Are your investment objectives being achieved?

. Is the level of risk in the portfolio acceptable and consistent with your stated risk tolerance?

The report format provides both easy-to-read charts and detailed numerical information about total portfolio performance. This is just some of the valuable information included in the Performance Report:

. Goal Monitoring: If you have a financial goal, the report will compare your account’s return to what it would have achieved if it had earned a return equal to your selected goal. In addition it shows how your portfolio is doing compared to the Consumer Price Index, which is a measure of inflation.

. Asset Allocation: Shows the current asset allocation of the account in addition to the historical asset allocation of the account for past quarters. This will help you assess the timing and need for rebalancing and maintenance of the risk exposure of the portfolio.

. Market Index Comparisons: Provides a comparison of performance results with appropriate market indexes including broad market indexes such as the Wilshire 5000. In addition, style specific indexes can be selected for comparison. These market index comparisons are customized to your investment policy requirements.

. Sources of Portfolio Growth: Analysis of the sources of the portfolio’s dollar growth, detailing investment earnings versus net contributions. The Performance Report shows returns calculated on a time-weighted and dollar-weighted basis. This comparison can assist in evaluation of the impact of cash flows on performance.

. Performance Attribution: Analysis of the impact of the manager’s investment decisions, detailing the separate effects of asset allocation and security selection decisions.

. Risk Analysis: Risk measurement and comparison of the portfolio’s risk adjusted performance with market levels of risk and return.

. Peer Group Comparisons: Comparison rankings of your portfolio versus the returns of other professionally managed accounts. There is a broad selection of peer group samples to include in the Performance Report to ensure as closely as possible comparisons to other investment managers of similar style.

. Portfolio Valuation: Summary of monthly cash flows and portfolio valuations.

After reviewing the information in the Performance Report, you will not only know how well your portfolio has performed, you will also understand the reasons for the performance.

The Finance Committee and Board of Directors will find a sample Performance Report under Tab 3 of this proposal.

6. Provide, as an appendix, sample copies of portfolio reports that would be provided to THE INTERNATIONAL CENTER.

Please refer to the sample Performance Report under Tab 3 of this proposal.

BANK OF AMERICA MERRILL LYNCH 26

THE INTERNATIONAL CENTER

E. Fee Proposal

1. Please describe the fees proposed by your organization for providing investment management services to THE INTERNATIONAL CENTER. Fully itemize all fees, if any, for the following:

. Advisory – percentage of assets or hard dollar . Investment manager fees, investment manager revenue share, directed brokerage, soft dollar fees . Conversion fee . Transferring assets from one fund/manager to another . Other transaction fees . Travel . Training . Other administrative

2. If there are additional fees to be charged as a result of performing services related to preparing or modifying THE INTERNATIONAL CENTER’s Investment Policy, asset allocation analysis, or conducting manager searches, please describe those fees in detail.

Answer for questions 1 and 2:

Based on a portfolio of approximately $5 million, the Merrill Lynch fee is 80 basis points. The Merrill Lynch fee includes all consulting, custody, and trading fees. The fee is payable monthly in advance and generally will be calculated based on the value of the assets in your account as of the last business day of the prior month. Mutual funds used in the portfolio will have additional internal management expenses and will vary by fund.

The Investment Advisory Program Fee includes:

. A review of your investment strategy5 . Manager Research and Selection . Ongoing Manager Due Diligence . Access to a broad range of experienced professional investment managers and strategies . Portfolio Construction . Quarterly Portfolio Reviews . Annual Performance Reports . Market and Economic Updates – Access to Merrill Lynch Research . Automatic and/or Tactical Portfolio Rebalancing . Custody and securities safekeeping . Merrill Lynch transaction services . Account protection . Ongoing consultation with the McCaw, Schenck & Niceley Group

3. Do you receive any 12b-1 fees or other compensation or revenue share from any investments that are or will be contained in our account and, if so, are they used to reduce our costs?

Bank of America Merrill Lynch does not offer soft dollar, commission recapture, nor directed brokerage arrangements in any of its investment advisory services or offerings.

5 Investment Policy Statement development is offered as a stand-alone service through the Merrill Lynch Consulting Services program, through a separate contract and fee.

BANK OF AMERICA MERRILL LYNCH 27

THE INTERNATIONAL CENTER

Appendix A: Important Alternative Investments Disclosure Information

Asset allocation and diversification do not ensure a profit or protect against loss in declining markets.

The Global Wealth and Retirement Solutions Alternative Investments Group is part of Global Wealth and Investment Management (“GWIM”), the wealth and investment management division of Bank of America Corporation. As of June 30, 20156, GWIM clients had balances of approximately $55.293 billion in their GWIM accounts invested in alternative investment products. Alternative investment products include hedge funds, managed futures funds, private equity funds, non-traditional mutual funds and real assets. Client balances includes assets invested (i) in funds or accounts under the discretionary management of GWIM entities (Assets Under Management), (ii) in products sponsored but not advised by GWIM entities and (iii) in products sponsored or managed by unaffiliated third party investment managers. Client balances also includes total committed but uncalled capital for funds in their initial commitment period.

Alternative investments are intended for qualified investors only. Alternative Investments such as derivatives, hedge funds, private equity funds, and funds of funds can result in higher return potential but also higher loss potential. Changes in economic conditions or other circumstances may adversely affect your investments. Before a client invests in alternative investments, they should consider their overall financial situation, how much money they have to invest, their need for liquidity, and their tolerance for risk.

Alternative Investments are speculative and involve a high degree of risk. Although risk management policies and procedures can be effective in reducing or mitigating the effects of certain risks, no risk management policy can completely eliminate the possibility of sudden and severe losses, illiquidity and the occurrence of other material adverse effects. Due diligence and diversification processes seek to mitigate, but cannot eliminate risk, nor do they imply low risk.

Alternative investments provide limited or no liquidity and may include, among other things, the risks inherent in investing in securities and derivatives, using leverage and engaging in short sales. An investment in an alternative investment fund is speculative, involves substantial risks, and should not constitute a complete investment program. An alternative investment fund may be highly leveraged. The volatility of the price of its interests may involve complex tax structures and there may be delays in distributing important tax information. These funds are not subject to the same regulatory requirements as mutual funds, and their fees and expenses may be high. Interests in a fund or program are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency.

An investment in alternative investments is not suitable or desirable for all investors. Investors may lose all or a portion of the capital invested.

When considering the appropriateness of mutual funds or alternative investments, please be aware that there are significant differences between these investments which will cause their investment portfolios, performance, tax treatment and other factors to differ. These differences include the types, availability and diversity of securities that can be purchased, economies of scale, regulations and other factors applicable to their management. Merrill Lynch does not provide tax, accounting, or legal advice. Any tax statements contained herein were not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal, state or local tax penalties. Clients should consult their advisor as to any tax, accounting or legal statements made herein.

Certain information contained in this document constitutes forward looking statements, opinions, or beliefs. Due to various risks and uncertainties, actual events or results may differ materially from such forward looking statements, opinions, or beliefs. Certain information herein has been obtained from third party sources and, although believed to be reliable, has not been independently verified and its accuracy or completeness cannot be guaranteed. No representation is made with respect to accuracy, completeness or timeliness of this document.

This document is being provided for educational and informational purposes only. Nothing herein is or should be construed as investment, legal or tax advice, a recommendation of any kind, a solicitation of clients, or an offer to sell or a solicitation of an offer to invest in alternative investments. An investment in an alternative investment may be offered only pursuant to a fund’s offering documents.

No part of this material may be (i) copied, photocopied or duplicated in any form, by any means, or (ii) distributed to any person that is not an employee, officer, director, or authorized agent of the recipient, without the prior written consent of Bank of America Corporation.

6 The Global Wealth and Retirement Solutions Alternative Investments Group is part of Global Wealth and Investment Management (“GWIM”), the wealth and investment management division of Bank of America Corporation. As of June 30, 2015 GWIM clients had balances of approximately $55.293 billion in their GWIM accounts invested in alternative investment products. Alternative investment products include hedge funds, managed futures funds, private equity funds, non-traditional mutual funds and real assets. Client balances include assets invested (i) in funds or accounts under the discretionary management of GWIM entities (Assets Under Management), (ii) in products sponsored but not advised by GWIM entities and (iii) in products sponsored or managed by unaffiliated third party investment managers. Client balances also includes total committed but uncalled capital for funds in their initial commitment period

BANK OF AMERICA MERRILL LYNCH 28

TAB 1 Code of Conduct

Life’s better when we’re connected™ Bank of America values Our values We are Bank of America — helping to make financial lives better, through the power of every connection. To make financial lives better, we must:

Deliver together We believe in the importance of treating each customer, client and teammate as an individual and treating every moment as one that matters. We strive to go the distance to deliver, with discipline and passion. We believe in connecting with people person-to-person, with empathy and understanding. We believe everything we do for customers, clients, teammates and the communities we serve is built on a solid business foundation that delivers for shareholders.

Act responsibly We believe that integrity and the disciplined management of risk form the foundation of our business. We are aware that our decisions and actions affect people’s lives every day. We believe in making decisions that are clear, fair, and grounded in the principles of shared success, responsible citizenship and community building.

Realize the power of our people We strive to help our employees reach their full potential. We believe that diverse backgrounds and experiences make us stronger. We respect every individual and value our differences — in thought, style, culture, ethnicity and experience.

Trust the team We believe that the best outcomes are achieved when people work together across the entire company. We believe great teams are built on mutual trust, shared ownership and accountability. We act as one company and believe when we work together, we best meet the full needs of our customers and clients.

i Code of Conduct Code of Conduct: our foundation for success

To my teammates:

Every day, millions of individuals, families and businesses rely on us to help make their financial lives better. As we work with our customers and clients to achieve their financial goals, it is important that we do business the right way — with honesty, integrity and fairness. Our Code of Conduct is our guide to fulfilling this responsibility.

The Code of Conduct is based on our company’s values. It translates our values into the actions we should take as we compete in the marketplace and engage with customers, clients, shareholders, vendors and each other.

Each of us is required to review, acknowledge and understand our Code of Conduct. This information is posted on Bank of America’s public website. If you have questions, please talk with your manager.

Thank you for upholding our ethical standards and demonstrating our values in all you do every day for our customers and clients.

Brian T. Moynihan Chief Executive Officer Bank of America

ii Code of Conduct Table of contents

Introduction...... 1

We honor our Code...... 2 Making good decisions ...... 2 Fair dealing and responsibilities to customers...... 2 Reporting certain conduct; Code complaints and possible violations ...... 2 Non-retaliation...... 3 Observing the Code of Conduct and annual training...... 3 Code waivers...... 3

We act ethically...... 4 Conflicts of interest...... 4 Gifts and entertainment...... 5 Information disclosure and dissemination...... 5 Outside business activities...... 5 Political contributions and activities...... 6 Vendors...... 6 Anti-bribery and anti-corruption...... 6 Interactions with government employees...... 6 We manage risk effectively...... 7

We are fair and honest in our communications...... 7 Responding to media inquiries...... 7 Duty to cooperate...... 7

We safeguard information...... 8 Customer information...... 8 Bank of America information...... 8 Employee information...... 8 Vendor information...... 8 Intellectual property of others...... 8

We protect Bank of America assets...... 9 Corporate opportunities...... 9

We conduct our financial affairs responsibly...... 10 Borrowing...... 10 Business expenses...... 10 Personal fees...... 10

We care about one another...... 10 Diversity & Inclusion...... 10 Discrimination and harassment...... 11 Workplace safety and business continuity...... 11 Special obligations of managers...... 11

We respect laws and regulations...... 12 Anti-money laundering and economic sanctions...... 12 Books and records ...... 12

We will not misuse information...... 13 Restrictions on trading in Bank of America securities ...... 13 Restrictions on trading in other securities or financial instruments...... 13

We invest in our communities...... 14 Corporate Social Responsibility...... 14

Back to Table of Contents iii Code of Conduct Introduction Bank of America Corporation1 is committed to the highest standards of ethical and professional conduct. The Bank of America Code of Conduct (the “Code of Conduct” or the “Code”) provides basic guidelines of business practice, and professional and personal conduct, that we are expected to adopt and uphold as Bank of America employees.2 The public judges Bank of America by our actions as employees. This Code is intended to guide our conduct to instill public trust and confidence as we demonstrate our commitment to our values. The Code of Conduct contains the following key themes consistent with our values: • We honor our Code. • We act ethically. • We manage risk effectively. • We are fair and honest in our communications. • We safeguard information. • We protect Bank of America assets. • We conduct our financial affairs responsibly. • We care about one another. • We respect laws and regulations. • We will not misuse information. • We value our communities. Your manager or compliance officer will provide you with access to manuals, policies, procedures and training related to your specific job. You should visit the myHR portal to access learning content and refer to the Employee Handbook for additional information on employee conduct.3 The corporation may publish additional policies as deemed necessary or appropriate. You are expected to follow the information in this Code, other policies referred to in this document, additional policies that apply to your specific job, and the spirit and letter of all laws and regulations.4 Violation of the Code of Conduct or these other policies, laws and regulations constitutes grounds for disciplinary action, including termination of employment and possible legal action.

1 The terms “Bank of America,” “corporation” and “company” refer to Bank of America Corporation and its direct and indirect subsidiaries. For convenience, we use these terms because various companies within Bank of America use this booklet. The use of these terms here or in other publications does not mean you are an employee of Bank of America Corporation. The use of these terms or issuance of this booklet does not change your existing at-will employee status. 2 The term “associate,” “employee,” “teammate” or “you” refers to any Bank of America director, officer or employee. 3 The 2014 Code of Conduct supersedes and replaces any prior communications, policies, rules, practices, standards and/or guidelines that are less restrictive or to the contrary, whether written or oral. To the extent there are any conflicts with the Employee Hand- book, the language of this Code supersedes the Employee Handbook. 4 If any provision of this Code conflicts with your local law, the provisions of your local law apply. The Code supersedes the Employee Handbook.

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1 Code of Conduct We honor our Code Making good decisions Countless decisions are made every day at Bank of America. Every decision we make as an institution and as employees impacts not only the corporation and our teammates, but our shareholders and communities as well. We all strive to make good decisions and to do the right thing. However, making decisions is not always easy. While in certain situations the right result is obvious and the decision can be made easily, in many situations the right result is less clear-cut or you may be facing time constraints or other business pressures. Regardless of the nature of a particular decision, keep the following in mind to help you make informed and thoughtful decisions: • Make sure you have the relevant facts. • Take into account relevant laws, rules, regulations and policies. • Consider competing interests. • Identify potential options and their consequences. • Uphold Bank of America values.

Fair dealing and responsibilities to customers At Bank of America, we are expected to deal fairly with our customers, competitors, vendors and teammates. • You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair-dealing practice. • You must not give or accept bribes, kickbacks, promises or preferential extensions of credit. • You must approve or award orders, contracts and commitments based on objective business standards to avoid favoritism or perceived favoritism. • You must not conspire or collude in any way with competitors.

Reporting certain conduct; Code complaints and possible violations Bank of America can be held criminally liable if one of its employees or agents commits certain crimes. You must promptly report any knowledge or information about unethical conduct by another employee or agent of the corporation that you reasonably believe to be: • A crime • A violation of law or regulation • A dishonest act, including misappropriation of funds or anything of value from Bank of America, or the improper recording of corporate assets or liabilities • A breach of trust You also must report any other circumstances or activities that may conflict with the Code of Conduct.

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2 Code of Conduct Bank of America takes If you have any questions or concerns regarding the Code of Conduct: claims of retaliation • Consult your manager or compliance officer. seriously. We will investigate allegations of retaliation, To report complaints or possible violations regarding ethical issues, call the Ethics and Compliance Hotline: and anyone found • Employees in the U.S., Canada, Puerto Rico and U.S. Virgin Islands call toll-free 1.888.411.1744 responsible for retaliating or submit a report online at reportlineweb.com/bankofamerica. against an employee who • For other international employees, toll-free dialing instructions will vary by location. Please see reported to the Ethics and the Ethics and Compliance Hotline International Dialing Instructions for details. International Compliance Hotline is employees may submit a report online at reportlineweb.com/bankofamericainternational. subject to disciplinary Complaints or possible violations can be submitted anonymously and in complete confidence. action, up to and including However, because of strict data privacy laws, particularly in the European Union, employees working termination of employment outside the U.S. may be subject to certain limitations on reporting to the Ethics and Compliance Hotline. If you are outside the U.S., consult your local policies and procedures on reporting, or and possible legal action. contact your local human resources or compliance department, and they will be able to advise on the rules applicable to you and appropriate local reporting channels. Bank of America will not retaliate, and prohibits all employees from retaliating, against any employee who in good faith reports suspected unethical conduct, violations of laws, regulations or company policies.

The Ethics Oversight Committee resolves issues regarding the Code of Conduct, including potential violations and certain exceptions, and reviews information from the Ethics and Compliance Hotline. The committee includes the corporation’s general auditor, general counsel, global compliance executive and global human resources executive.

Non-retaliation Bank of America values clear and open communications, and respects the contributions of all employees. You will not be retaliated against for reporting information in good faith and in accordance with this Code. We will not terminate employment, demote, transfer to an undesirable assignment or otherwise discriminate against an employee for calling attention to suspected unethical acts, including providing information related to an investigation.

Observing the Code of Conduct and annual training As a Bank of America employee, you are required to agree to observe the Code of Conduct and take Code of Conduct training, which includes an acknowledgment, on an annual basis.

Code waivers The board of directors must approve any waiver of the Code of Conduct for the chief executive officer, the chief financial officer, the chief accounting officer and any executive officer or director. The corporation will promptly disclose any such waiver on its website or through a press release or other public filing as required by applicable law, rule or regulation.

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3 Code of Conduct We act ethically Conflicts of interest Bank of America faces actual, potential and perceived conflicts of interest on a regular basis during the normal course of business. The Code of Conduct provides basic guidelines of ethical business practices, management of conflicts of interest, and professional and personal conduct, that we are expected to adopt and uphold as Bank of America employees.

What is a conflict of interest? Conflicts of interest may occur when: • Personal interests or activities compete or interfere — or even appear to compete or interfere — with your obligations to the corporation, its shareholders or customers. • The interests of two or more of the corporation’s customers conflict, potentially giving rise to a material risk of damage to the interest of one or both of the customers. • The corporation’s interests conflict with those of its customers. Conflicts of interest also arise when you or your family members5 receive improper personal benefits, products, services or preferential treatment as a result of your position, or the position of a family member, in the corporation. Such situations might interfere with your judgment or ability to properly fulfill your Bank of America duties. You must manage conflicts — including the appearance of conflicts — between personal interests and the interests of Bank of America, its shareholders or customers appropriately. It is impossible to define every action that could be reasonably interpreted as a conflict of interest. This section defines several potential conflicts of interest as examples of which you must be aware: • Gifts and entertainment • Information disclosure and dissemination • Outside business activities • Political contributions and activities • Vendors • Anti-bribery and anti-corruption • Interactions with government employees Some general considerations for identifying potential conflicts of interest: • Perception: Could the activity or transaction be perceived as a potential conflict by others? If all the related facts were made public, would you or Bank of America be embarrassed? • Intent: Is the offer or request an attempt to influence the recipient’s or your judgment? • Impact: Will the company, its shareholders or its customers be disadvantaged without legitimate reason if you participate in the activity or transaction? • Objectivity: Will participation in the activity or transaction affect a customer’s or your judgment or your ability to be objective with regard to any business decision? • Time considerations: Will the time required by the outside activity interfere with your ability to effectively carry out your job responsibilities to the company, its shareholders or its customers? Steps to take if you think a conflict of interest may exist: • Seek counsel through your manager or your primary compliance or risk officer. • Employees in the U.S., Canada, Puerto Rico and U.S. Virgin Islands also may call toll-free 1.888.411.1744 or submit a report online at reportlineweb.com/bankofamerica. For other international employees, toll-free dialing instructions will vary by location. International employees may submit a report online at reportlineweb.com/bankofamericainternational. Please see the Ethics and Compliance Hotline International Dialing Instructions and “Reporting certain conduct; Code complaints and possible violations” section of this Code for details.

5 For purposes of this Code, family member includes spouse or domestic partner, child (including by adoption), parent, grandparent, grandchild, cousin, aunt, uncle, sibling, parent-in-law, brother-in-law or sister-in-law of the employee or the employee’s spouse or domestic partner, as well as step relationships of the foregoing.

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4 Code of Conduct Gifts and entertainment You are expected to be Providing gifts, including promotional items and entertainment, is often customary in the financial aware of and comply with services industry; however, many jurisdictions have rules that regulate these activities. You must adhere to such rules to avoid impropriety or the appearance of impropriety that could expose Bank of America the Anti-Bribery/Anti- to civil or criminal liability or threaten the public’s trust in Bank of America. Corruption Standard. A conflict of interest may arise when you provide or receive gifts or entertainment. Such activities must To learn more about be legal, and should not be frequent or extravagant. You must not accept or provide entertainment to or Bank of America’s gift and from current or prospective customers or vendors unless it is for a valid business purpose, providing an entertainment guidelines opportunity for a meaningful business conversation. You should not participate in any activity that could and restrictions, please visit embarrass or reflect poorly on Bank of America. the Gifts and Entertainment Before entertaining or giving any item to a government employee, you must obtain pre-approval from your manager and your compliance officer. website. You must not give or receive gifts of cash or cash equivalent instruments to or from current or prospective customers or vendors, unless given as part of an approved Bank of America customer satisfaction program, in which case, such gift(s) must comply with all program restrictions. These restrictions are not intended to apply to gifts or entertainment based on family relationships where the circumstances make it clear that it is the relationship — rather than Bank of America’s business — that is the motivating factor for giving the gift. Based on industry laws and regulations, and particularly for employees in certain businesses, your gift and entertainment activities may be restricted to specific dollar limits or subject to certain pre-approval thresholds. Please confirm with your compliance officer and refer to the Anti-Bribery/Anti-Corruption Standard for specific requirements.

Information disclosure and dissemination A conflict of interest may arise if you make public certain types of information. You must not inappropriately share or disclose to the public proprietary information concerning Bank of America, including such information about clients, employees, vendors, market conditions or business events. Even if you inadvertently or accidentally share or disclose such information, a conflict of interest may arise.

Outside business activities Q: I would like to work part A conflict of interest may arise from activities, employment or other relationships outside your role time on the weekends at a with Bank of America. local department store to You must not act on behalf of or appear to represent the corporation in any transaction outside your make extra money for the role and responsibilities with Bank of America. Inform your manager and obtain all required approvals before you: holidays. Is this a conflict? • Pursue additional employment outside Bank of America A: Before starting a second • Engage in an independent business venture job, you must inform your • Perform services for another business organization manager and compliance • Run for or accept appointment to any political office and obtain his or her You must not misuse Bank of America resources while pursuing such outside business activities and relationships (including but not limited to physical space, supplies, communications methods or time) approval. The second or allow any outside business, civic or charitable activities to interfere with your job performance. job must not interfere in Bank of America generally discourages employees from serving on a board of a for-profit organization any way with your job in a personal capacity, particularly the board of a public company, and other approvals are required. performance at the bank. For more information, please visit the Outside Business Activities website.

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5 Code of Conduct Political contributions and activities

Q: I am interested in running In general, you may make personal political contributions, within applicable legal limits, to candidates, parties, committees and other entities that make political expenditures. Because of industry regulations for a local office. Because and state or local laws, employees of particular businesses or employees with certain coverage I am not sure if I will responsibilities may be restricted from making some political contributions or engaging in certain win, can I wait until after political activities. Please confirm with your compliance officer and refer to the Anti-Bribery/Anti-Corruption the election to get my Standard if you are subject to such limitations and any pre-clearance requirements prior to making or soliciting others to make political contributions or otherwise engaging in political activities. Employee manager’s approval to political contributions are made in your own personal capacity and are not reimbursable. serve in that position? Under no circumstance may you coerce or pressure other employees to make political contributions. A: No. You must inform Employees may not engage in or make use of any bank assets or personnel to engage in political and obtain the approval fundraising or solicitation activities for their own political interests on bank premises. of your manager and For more information, visit the U.S. Employee Political Activities website.

compliance before Vendors running for or accepting A conflict of interest may arise from relationships with vendors or other service providers. If you are appointment to any authorized to approve or award orders, contracts or commitments to vendors of goods or services, you political office. must do so based on objective business standards to avoid any real or perceived favoritism.

Anti-bribery and anti-corruption You are expected to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, as well as all other anti-bribery and anti-corruption laws whenever and wherever you conduct business on behalf of Bank of America. You may not give, promise or offer money or anything of value or authorize any third party working on behalf of Bank of America to give, promise or offer anything of value including but not limited to currency, offers of employment, lavish gifts and entertainment to any customer, government employee or any other person for the purpose of improperly influencing a decision, securing an advantage, avoiding a disadvantage or obtaining or retaining business. If you engage in such behavior, you expose yourself and the corporation to civil and/or criminal liability and significant reputational harm, and undermine the trust of our customers, shareholders and communities. For more information, visit the Anti-Bribery and Anti-Corruption website and see the Financial Crimes Compliance Policy.

Interactions with government employees Interactions with government entities and their employees may expose the corporation and its employees to a myriad of public policy, legal and compliance concerns. Prior to these contacts, you must confirm with your compliance officer if there are any limitations or requirements that apply to your contact (e.g., limits on gifts and entertainment, requirement to register as a lobbyist, responding to a subpoena). You are expected to be particularly vigilant when interacting with government employees and must not engage in behavior that could be seen as being intended to improperly influence a Bank of America business relationship. You must not offer, give or promise to give money or anything of value to any executive, official or employee of any government, agency, state-owned or controlled enterprise, political party or candidate for political office if it could be seen as being intended to influence a Bank of America business relationship. You must be sensitive to those situations or circumstances that could create an appearance of impropriety or potential conflict of interest, or raise bribery or corruption concerns.

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6 Code of Conduct We manage risk effectively Bank of America is in the business of taking risk. You are responsible for understanding what risks impact the company, managing those risks and ensuring an appropriate risk/reward balance. Individual accountability is at the heart of our risk culture — this means that each employee is responsible for understanding and complying with all applicable policies, completing all mandatory risk-related training, and for using his or her judgment to manage risk in their daily business activities. We are all accountable for identifying and debating risk-related issues, escalating concerns, taking a stand and making sound judgments about the risk/reward trade-offs of business decisions. You should take an open, candid and fact-based approach to discussing risk issues, making all relevant facts and information available so the company can consider all possible options and make decisions. You also are responsible for promptly communicating and escalating matters to management that may cause risk or potential harm to the company, such as operational problems, inappropriate conduct, policy violations, illegal activities or other risks. Always act to protect the company and the interests of shareholders. For more information, please refer to the Risk Framework. We are fair and honest in our communications Responding to media inquiries We work to both advance and protect the Bank of America brand through engagement with the news media as part of our larger marketing, communications, public policy and corporate affairs activities. It is the company’s policy that only employees designated by Bank of America’s Media Relations staff are authorized to speak with the media as a spokesperson for and on behalf of the company. If you are contacted or approached by a reporter or member of the media and asked to speak on behalf of the bank, you should direct the reporter to Bank of America Media Relations. Employees who anticipate speaking or otherwise communicating with the media on behalf of the bank must obtain prior approval from a member of the Media Relations staff. You need to be aware of and comply with any other applicable line of business specific policies and procedures regarding media, public relations or communication requirements. You must refer all contacts and requests received from the media for comment on behalf of the bank to Media Relations. This includes requests for information or comments on behalf of the bank about company business, plans, organizational or administrative matters, results of operations, or information about the company’s performance to Media Relations. This also includes requests for comments or information on behalf of the bank either on an “on-” or “off-the-record” or “background basis.” This also prohibits employees on behalf of the bank from giving members of the media access to or a summary of bank confidential or proprietary information such as internal conference calls, webcasts, internal emails, or other written materials or presentations without prior involvement and approval of the Media Relations Team. These policies are not intended to infringe upon or violate rights protected under applicable employment or other applicable laws, rules, and regulations. However, whether speaking on behalf of themselves or We are all accountable to: the company, employees may not disclose confidential, proprietary information learned in the course of • Think independently. employment (such as salary information about others learned in the course of your employment with the • Take a stand. bank) or any confidential customer or client information. • Actively escalate issues. Failure to comply with this section of the Code of Conduct constitutes grounds for disciplinary action up • Assume personal to, and including, termination of employment. accountability. • Take action. Duty to cooperate You must fully cooperate with any internal or external investigation or audit, or any regulatory examination or request for information. You need to be aware of and comply with any applicable line of business specific policies and procedures regarding contact with regulators, which among other things, may require you to report such contact to either your manager and/or compliance officer. Additionally, you must immediately inform your manager if you are the subject of an external investigation or contribute/ participate in an external investigation unless laws, regulations or the investigating authority prohibit you from doing so.

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7 Code of Conduct We safeguard information Remember, any assets you We must keep the following information confidential and secure: create for Bank of America Customer information or while using You must not access customer information or use customer information except for appropriate business Bank of America resources purposes and must protect the confidentiality and security of customer information. are the corporation’s You should be familiar and handle customer information in accordance with Bank of America’s privacy property, and remain its notices, which detail our commitment to privacy and information protection, and internal privacy and property even if you leave information security policies and standards. You should also be familiar with the “need to know” policy Bank of America. for material, nonpublic information and certain other confidential information related to our corporate clients. For more information, please visit the Global Information Security website, the Privacy website Bank of America has and see the Information Wall Policy. guidelines with which you should be familiar to ensure Bank of America information

the protection of intellectual You must keep nonpublic information about Bank of America confidential and secure. Such information property, records and other should only be shared within the corporation with other employees who “need to know” the information information. Please visit the to perform their duties. Consult your manager if you have questions about sharing information about Bank of America on a “need to know” basis. following websites: • Intellectual Capital Employee information & Property You must keep confidential and secure any information we have about other Bank of America employees. • Global Records The U.S. Employee Privacy Policies outline responsibilities for U.S. employees, managers and service Management providers when requesting, using, transmitting and disposing of employee information. Outside the U.S., • Secure Destruction Services please consult your local human resources and/or compliance for requirements and guidance. • Unsolicited Idea Submission Policy Vendor information You must keep confidential and secure any information about the corporation’s purchase of products or services. Sharing this information with the wrong source could provide an improper advantage to the vendor or its competitors and violates agreements Bank of America has with vendors. In some instances, it also might violate the “need to know” policy for material, nonpublic information. For more information, please visit the Vendor Management website.

Every year, you are required to take Information Protection and Privacy training. This training highlights: • Proper methods to protect confidential and proprietary information for Bank of America, its customers and employees • Appropriate use of electronic communications • Consumer Privacy Notices • Appropriate use and sharing of customer information For more information on privacy, visit the Privacy website. The Global Information Security website contains helpful information about confidentiality and information security at Bank of America. The “We Will Not Misuse Information” section of this Code of Conduct explains the prohibitions on misuse of material, nonpublic information as outlined in the Information Wall Policy, as well as relevant line of business-specific policies.

Intellectual property of others We respect the intellectual property rights of others. Employees must not obtain or use the intellectual property of others in violation of confidentiality obligations or by other improper means. The use, sale or other distribution of intellectual property in violation of license agreements or intellectual property laws is prohibited.

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8 Code of Conduct We protect Bank of America assets We must properly care for and protect Bank of America property and assets, which should be used for legitimate business purposes only. You must not: • Steal, embezzle or misappropriate money, funds or anything of value from Bank of America. Doing so subjects you to potential disciplinary action, according to the law and Bank of America policy • Use Bank of America assets for personal gain or advantage • Remove Bank of America assets from the facilities unless you have your manager’s approval • Use official Bank of America stationery, the corporate brand, documents or the Bank of America name for nonofficial purposes, since such use implies endorsement by the corporation • Misuse your internet, phone or email privileges. The corporation’s private computer and phone systems are primarily for business purposes and subject to review, monitoring and recording at any time without notice or permission, to the extent permitted by law. More information on these and other policies is available in the “Working at Bank of America” section of the Employee Handbook, as well as at: Electronic Communications & Social Media – Enterprise Policy and Electronic Communications & Social Media Guidelines.

Bank of America assets include, but are not limited to, items such as:

Computer software Innovations Customer lists or information Intellectual property Data processing systems Money and funds Databases Records Equipment Reference materials Furnishings Reports Files Supplies Ideas Technology Information about corporate or customer The corporation’s private computer systems, transactions including your email and your internet access

Corporate opportunities You must not deprive the corporation of an opportunity by: • Competing with the corporation or using corporate property, information or your position for personal gain • Taking for yourself an opportunity that belongs to the corporation, or helping others do so, if they are in a position to divert a corporate opportunity for their own benefit

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9 Code of Conduct We conduct our financial affairs responsibly You should conduct your personal financial affairs responsibly and keep your business expenses in order. You are responsible for your financial activities in the following areas:

Borrowing You may not personally borrow money from or lend it to vendors, customers or other employees unless the loan is to or from a family member or from an institution normally in the business of lending; and there is no conflict of interest. An occasional loan of nominal value (such as for lunch) to another employee or acquaintance is acceptable, as long as no interest is charged.

Business expenses You must report your business expenses accurately and in a timely manner. You also must not use business credit cards for any purpose other than appropriate business expenses. More information on appropriate business expenses is available in the Enterprise Expense Management Policy, and the related Corporate Expense Standards.

Personal fees You may not accept personal fees or commissions for any transaction on behalf of Bank of America unless you are specifically authorized to do so.

We care about one another Diversity & Inclusion At Bank of America, we value our differences — in culture, ethnicity, sexual orientation, gender identity, experience and thought — understanding that diversity and inclusion are good for business and make our company stronger. We strive to empower all employees to excel on the job and reach their full potential, and reward and recognize employees based on performance and results. Encouraging a diverse and inclusive workplace gives us the business advantage of understanding and meeting the needs of our diverse customers, clients and communities. Our diversity also provides fresh ideas and perspectives which promote ingenuity. Bank of America is proud to be a leader in supporting diversity and has been widely recognized for its progressive workplace practices and initiatives to promote inclusion.

At Bank of America, we give everyone a fair opportunity to be part of our team and to excel, and we base decisions and rewards on facts and results. To help employees excel on the job and reach their full potential, we provide professional development strategies, tools and processes across the company.

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10 Code of Conduct Discrimination and harassment At Bank of America, we work to build a culture that is diverse, inclusive, and free of discrimination or harassment. We do not tolerate discrimination or harassment. For more information, review the Harassment Prevention Policy.

Workplace safety and business continuity We are committed to the safety and security of our teammates around the globe. In order to avoid risk to yourself or those around you, you must follow all applicable safety and security procedures, as well as applicable laws and regulations. You should report unsafe working conditions to your manager or compliance officer. Business continuity is vital to our success as an organization. It allows us to plan for and respond to a variety of potential business interruptions. You must understand your responsibilities to support the specific plans for your business and what to do to respond during a business interruption.

Business continuity is every employee’s business. You must: • Know the emergency response procedures for your building. • Know your role in your group’s business continuity plan. • Be familiar with the Emergency Notification and Associate Communication Tool (ENACT), and have your Person Number on hand. • Keep contact details current in the corporate personnel system(s). • Keep wallet cards and key contact information readily available at all times. • Call Security Operations (SOACC) to report life safety and security incidents, robberies, building security issues or any suspicious activity. • If you are contacted by a member of the media, direct them to the “Are You a Journalist” section of the Bank of America Newsroom on bankofamerica.com.

Q: As a manager, how can I promote ethical Special obligations of managers behavior? We all are responsible for abiding by the Code; requesting advice from appropriate resources; reporting A: First and foremost, lead by known or suspected violations of the Code, laws, rules, regulations, policies or procedures; questioning business practices that may contradict or violate our Code; and cooperating in investigations of example. Include discussions potential violations. about workplace ethics in Managers have additional obligations to do the following: team meetings. Allow • Lead by example: actively practice ethical behavior, manage risks in accordance with the company’s team members to feel Risk Framework and live the standards of our Code and our values. comfortable asking • Hold others accountable for acting in accordance with our values, our Code and our Risk Framework. questions when they have • Make sure that teammates are aware of our Code and related policies and procedures. concerns. Remind • Maintain a workplace environment that encourages candid discussions about ethics issues with no fear of reprisal. employees that they will • Not abuse your position or influence (e.g., improperly pressure teammates for personal benefit not be retaliated against or activities). for reporting information • Treat all employee reports and ethics complaints confidentially and consistently follow company in good faith in policies and procedures for handling them. accordance with this Code.

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11 Code of Conduct We respect laws and regulations Q: Where can I find We must not take any action, either personally or on behalf of Bank of America, which violates any law, information about rule, regulation or internal policy affecting Bank of America. identifying and reporting It is impossible to list all applicable laws, rules and regulations. While other topics are addressed unusual or potentially elsewhere in the Code, this section presents additional topics regarding laws, rules and regulations of which Bank of America employees must be aware. suspicious activity? A: Visit the Global Financial Anti-money laundering and economic sanctions Crimes Compliance Money laundering is making money derived from unlawful activities “clean” by making it appear website where you will that the money comes from legitimate sources or transactions. Economic Sanctions are financial restrictions imposed by governments or international bodies to try to isolate or impede a specified find potential indicators of individual or jurisdiction for some specified purpose. money laundering and the We all have a role to play in helping to prevent criminals and targets of sanctions from using online transaction review Bank of America’s products and services. Learn how to do your part through mandatory Global memo used to report Financial Crimes Compliance training. For more information, visit the Global Financial Crimes unusual or potentially Compliance website. suspicious activity. Books and records Accurate record keeping and reporting reflects on our reputation, our integrity and our credibility, each of which promotes the interests of our shareholders. You must maintain accurate books and records consistent with business needs and legal requirements. To ensure the integrity of its consolidated financial statements, Bank of America has established internal accounting and operating controls and procedures, including disclosure controls and procedures, and a Disclosure Committee. All employees responsible for the preparation of the corporation’s financial statements, or who provide information as part of that process, must maintain and adhere to these controls so that all underlying transactions, both within Bank of America and with third parties, are properly documented, recorded and reported. In addition, we all have the responsibility to promote full, fair, accurate, timely and understandable disclosure in reports and documents that Bank of America files with or submits to regulators. The Audit Committee of the board of directors has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. You may raise any such concerns to the Ethics and Compliance Hotline. You will not be retaliated against for reporting information in good faith in accordance with this requirement.

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12 Code of Conduct We will not misuse information You must be familiar with, Restrictions on trading in Bank of America securities understand and comply with You must not buy, sell, recommend or trade in Bank of America securities — either personally or on the Information Wall Policy behalf of someone else — while in possession of material, nonpublic information relating to the and all other policies and corporation, except through personal trading programs pre-approved by the Legal Department. procedures that relate to In addition, you must not communicate or disclose such information to others who may trade in your area of responsibility. Bank of America securities. Doing so may not only be a violation of your duty to keep such information confidential, but also may be a violation of U.S. federal and state laws, and the laws of many countries. These policies are If you are a Bank of America Corporation director or have been designated as an “insider” by the designed to: corporation, you must obtain approvals before trading in Bank of America securities. • Prevent the flow of Bank of America employees must not engage in speculative trading of Bank of America securities. information from This generally prohibits short sales and trading in puts, calls and other options or derivatives with employees in units that respect to such securities, unless such transactions are for legitimate, nonspeculative purposes. If you have questions regarding the potential speculative nature of your transaction, please talk with your may receive material, manager or compliance officer. Please note: This paragraph does not apply to the exercise of nonpublic information Bank of America employee stock options. For more information, please refer to Additional Guidance about issuers of securities While Trading in Bank of America Securities. or financial instruments to

employees in units that buy, What is material, nonpublic information? sell or recommend The definition of material, nonpublic information is broad. You should consider information to be securities and financial material if a reasonable investor would consider it important in making an investment decision. instruments to fiduciary Examples include merger and acquisition information, significant leadership changes and and nonfiduciary accounts. earnings-related and other significant financial information. • Provide additional guidance You should consider information nonpublic if it is not generally available to the investing public. Please see the Information Wall Policy for more information regarding material, nonpublic on prohibitions against the information. misuse of material, nonpublic information, including additional restrictions on Restrictions on trading in other securities or financial instruments personal trading for certain If you are in possession of material, nonpublic information about securities or financial instruments, you are prohibited from buying, selling, recommending or trading such securities or financial instruments. designated units. Under the securities laws, such activities constitute insider trading because they involve a fraud on the • Address other issues raised market by illegally permitting an individual or company to profit from information not otherwise available by the activities of each to the investing public. designated unit. In addition, you must not communicate or disclose such information to others who may misuse it, including family members. Doing so not only would be a violation of your duty of trust or confidence, but For more information, also may be a violation of federal and state laws, and the laws of many countries. please visit the Information Wall Policy.

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13 Code of Conduct We invest in our communities Corporate Social Responsibility Being a responsible business is integral to our success, and that of the customers, clients, shareholders and communities we serve around the world. Corporate Social Responsibility (CSR) is embedded in our values and informs how we conduct business, develop products and services and deliver on our goals and commitments. CSR is integrated across six core areas, where we continue to focus our resources: Responsible business practices: We rigorously review our business practices and policies and are continuing to simplify information for customers, maintain a strong risk culture, build industry-leading levels of capital and manage our businesses to be accountable to shareholders and stakeholders, including customers, clients, employees, regulators, community and nonprofit organizations. Strong economies: We support the economic health of communities, from financing affordable housing and small businesses in low-income neighborhoods to providing grants in the areas of housing, hunger and jobs. Environmental sustainability: We put our capital and expertise to work to address climate change, reduce demands on natural resources and advance lower-carbon economic solutions. Leadership & service: We support programs that develop emerging women leaders around the world as well as student leaders and high-performing nonprofits across the United States. Our employees volunteer their time and expertise, helping individuals to gain financial stability, feeding the hungry and building affordable housing. Arts & culture: We promote local economic growth and community engagement worldwide, providing grants to help preserve works of art globally, loan exhibits to museums and support free admission to U.S. cultural institutions. Diversity & inclusion: With a global workforce in more than 40 countries — in thought, style, experience, culture, ethnicity and sexual orientation — understanding that diversity and inclusion are good for business, attract and retain talent and enable our company to better serve employees, customers, clients and shareholders.

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14 Code of Conduct Resources

Additional Guidance While Trading in Bank of America Securities Anti-Money Laundering website Anti-Trust Compliance Guidelines Code of Conduct website Corporate Expense Standards Corporate Social Responsibility website Emergency Notification and Associate Communication Tool (ENACT) Employee Handbook Enterprise Expense Management Policy Ethics and Compliance Hotline Ethics and Compliance Hotline — International Instructions Gifts and Entertainment website Global Compliance website Global Diversity & Inclusion website Global Financial Crimes Compliance website Global Information Security website Global Policy Source (GPS) Global Records Management website Global Risk Management website Government Employee Identification Harassment Prevention Policy Information Security Policy Information Wall Policy Intellectual Capital and Property website Media Relations Contacts website Outside Business Activities website Privacy website Risk Framework Secure Destruction Services website Security Operations — SOACC website Unsolicited Idea Submission Policy U.S. Employee Political Activities website Vendor Management website

Code of Conduct

TAB 2 Merrill Lynch Investment Advisory Program Client Agreement

1. About thIS AGreement To create or make changes to a Portfolio, you should contact your Advisor. ﬔis Agreement defines the investment advisory relationship between you Your Strategies and Authority and Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), and its ﬔere are different types of Strategies and levels of authority available to Affiliate company, Managed Account Advisors LLC (MAA), in providing you you. with the various services available now and in the future (Services) through the Merrill Lynch Investment Advisory Program (the Program). In General. Regardless of whether you choose to group your assets into a Both MLPF&S and MAA are wholly-owned subsidiaries of Bank of America Portfolio, you must select a Strategy that we will use in managing your Corporation and are collectively referred to as “Merrill Lynch,” “we,” assets for each of your Accounts. You will also select the manner in or “us.” which the Strategy will be implemented and maintained in terms of the investment discretion and trading authority you want to retain or grant All capitalized terms are defined in the body of this Agreement and/or in to us or others to manage the Account (Authority). Each Strategy and the Glossary, which can be found at the end of this Agreement. Authority available to you is described in more detail in the Brochure.

We have prepared a written disclosure Brochure, which is included with You may select your Strategies and designate your Authority, or make this Agreement, that contains a detailed description of the Program, changes to your selections, by contacting your Advisor. Certain Services including the Services available to you, the trading and other authority may require you to complete a written election form. Any designation or that you may grant or retain for yourself, and important information change you request is effective when accepted by us. you should consider before enrolling in the Program. Please keep the Brochure for future reference and contact your Merrill Lynch Financial Strategies. ﬔe Strategies available in the Program are generally Advisor or Private Wealth Advisor (Advisor) with any questions you distinguished from one another based on how we will deliver our may have. investment advice to you. ﬔe Strategies include various investment solutions created and implemented by your Advisor, Merrill Lynch, a You and we agree and acknowledge as follows: third-party, or a combination of each. By choosing a Strategy, you authorize us to implement that Strategy in your Account. 2. our ServIceS Authority. When choosing the Authority for an Account, you will decide role of merrill Lynch Only whether to: You appoint us to act as your investment adviser and agent and you grant us a power of attorney with respect to the Services you choose, and • Grant Merrill Lynch complete investment discretion and trading authority. authorize us to enter into relationships on your behalf with certain other • ﬔis will empower us to make investment decisions (including the entities necessary to provide you with those Services. selection of multiple investment solutions, which may include Investment Advisory Services investment solutions involving the advice of a Style Manager, as ﬔe Program provides various financial services and investment solutions described below) for your Account without contacting you. for clients seeking investment advice. Your Advisor and you work together • We will have full investment authority to select investment solutions, to determine your financial portfolio goals and priorities, select one or invest, reinvest, purchase, sell, exchange, convert and otherwise trade more investment strategies designed to pursue those portfolio goals and investments, and to establish accounts with other broker-dealers as priorities, and determine the type of authority you grant in implementing necessary for the purpose of effecting transactions in your Account. the investment advice. We may add, change, or eliminate Services from • Keep for yourself the authority to select one or more investment solutions time to time and will inform you when such changes are made, when for your Account, and grant investment discretion and trading authority applicable. over the Account to us or a third party. Portfolio Advice. ﬔe Program offers you the ability to combine your • In this case, Merrill Lynch or the third party will have full trading authority assets into one or more groups, each of which we refer to asExhibit a Portfolio. over the assets in the investment solution you select for your Account, By grouping your assets into Portfolios, the Program will provide you with and may invest, reinvest, purchase, sell, exchange, convert and the flexibility to pursue multiple investment goals by allowing you to have otherwise trade assets, and to establish accounts with other broker- each Portfolio, and each Account within a Portfolio, managed in a different dealers as necessary for the purpose of effecting transactions in your way, should you so choose. Once you have identified one or more Account, without contacting you. Portfolios, your Advisor will assist you in establishing a recommended • If you select a Strategy involving the advice of one or more investment asset allocation and to identify a single Strategy or group of Strategies managers that we have engaged to assist in delivering investment aligned with that asset allocation and other factors. In certain cases, you solutions in the Program (Style Manager), Merrill Lynch or the Style may be required to open a separateFor Account for each Strategy, so you may Manager will have full investment discretion and trading authority over need to group one or more Accounts together to implement a Portfolio. the Account. • Retain investment discretion and trading authority for yourself so that Our advice with respect to the assets in each Account in a Portfolio is you will approve each investment decision before it is implemented by intended to be consistent with and at all times limited by your: your Advisor. • Portfolio investment objective, risk factor, time horizon and liquidity • We will provide you with investment advice regarding the assets in the needs; Account consistent with the Strategy and investment solutions you • Portfolio target asset allocation; select, but it is your responsibility to determine whether you follow • Account investment restrictions; and/or our advice. • Account investment objective and other factors.

Merrill Lynch Investment Advisory Program Client Agreement | 1

SAA032015 • If we make an investment recommendation for an Account, such • For proxies neither covered by the Proxy Delegation Vendor nor included recommendation will be implemented only upon your explicit as Specified Investments, you agree that you retain the right to vote those instructions. Your Advisor will enter trade orders promptly upon your proxies. instruction; however, in implementing your instructions, we will have Unless you and we agree otherwise, you must retain the right to vote discretion as to the price or time at which we execute an order, as long proxies for: as the transaction is executed the same day your order is given and is consistent with our duty to seek best execution. • Any securities managed in a Strategy in which you retain investment • If you choose to invest in a manner that differs materially from our discretion and trading authority. advice, your Account may not perform as expected and you may assume • Any securities held in an Account at a firm or custodian other than additional risks. In certain Strategies, you may place orders to buy or sell Merrill Lynch. securities in your Account without our advice or against our advice (e.g., • If you are a client that is in an ERISA Plan, a tax-qualified plan of self- unsolicited trades). You take full responsibility for unsolicited trades, and employed persons or an individual retirement account (Retirement we have no obligation to research, monitor and recommend sales (or Account) and, in addition to ERISA standards, where applicable, you additional purchases) of such securities. wish any other proxy voting objectives to be considered.

brokerage Services Frequency of trade confirmation Statements. You will receive trade-by- If you maintain your Account at Merrill Lynch or an Affiliate, the trade confirmation for transactions in your Accounts however, you may Program fees you pay generally cover the custody of your assets and the elect to receive transaction information on a periodic basis, no less than execution of securities transactions in your Account (except as otherwise quarterly, except for certain Strategies where you retain Authority (as indicated). ﬔese brokerage services, including any cash balance sweep described in the Brochure) or certain Accounts where the securities are arrangements, are more fully described in your Account documentation held at an Unrelated Custodian, you must receive trade-by-trade and in Section 3 of this Agreement under the sub-headings “Custody” and confirmations for transactions. If you do so, you understand the following: “Execution Services.” Certain brokerage or banking features may not be available depending on the Strategy you select for an Account. • We will send copies of trade-by-trade confirmation information to your Style Manager or Advisor. Account Preferences and other elective Services • You will not pay a different fee if you elect to receive periodic confirmation ﬔe Program offers a number of account preferences and elective services statements. that you can select from, and are described below. You may add/or change account preferences and elective services at any time; a separate • You can rescind this instructionOnly in writing at any time. written form may be required for certain additions or changes. • Electing periodic confirmations is not a condition for entering into or continuing to participate in a Service or the Program. Proxy voting. Regardless of the Strategy you select, you have the right to • You may request to receive, at no additional cost, trade-by-trade vote proxies for securities held in your Account(s) or to select a third-party confirmations effected for your Account for up to one year aer we send agent to vote on your behalf. When you retain proxy voting authority: the last periodic statement reflecting those transactions. • We will promptly send you proxy ballots and related shareholder • You may receive interim updates and further details concerning any communications, as well as any other information intended for transaction effected between periodic statements either online (if you’re distribution to you. You are responsible for taking any actions. enrolled) or by calling your Advisor. • If your Account is subject to the provisions of Employee Retirement You will receive trade-by-trade confirmations for transactions for Accounts Income Security Act of 1974 (ERISA), you represent that plan documents in which you retain trading authority. and applicable law authorize voting authority to be reserved to the trustee(s), either in the discretion of the trustee(s) or pursuant to the reasonable Investment restrictions. You may provide us one or more discretion of a named fiduciary. reasonable investment restrictions that you would like to impose for any • If we are the custodian of your Account, and we do not receive voting Account, such as identifying a security or investment sector that should instructions from you or your delegate, we will comply withExhibit the rules of the not be purchased. Securities and Exchange Commission (SEC) and applicable self-regulatory • If you request investment restrictions, our compliance with restrictions will organizations relating to such matters, as required by law. be as of the date of purchase or recommendation only, based on the price If you grant investment discretion and trading authority to either us or a and characteristics of the investment on that date. Style Manager, you may delegate proxy voting authority for all securities • A restriction will not be violated due to changes in the value or status of an to a proxy voting service provider we have engaged (Proxy Delegation investment following the purchase or recommendation. Vendor): • Restrictions do not apply to the underlying investments in any pooled • ﬔe Proxy Delegation Vendor will vote proxies in accordance with its investment vehicle, such as a Fund. policies and procedures forFor the proxy voting option you elect. • Restrictions that you impose may have an impact on your investment • If we replace the current Proxy Delegation Vendor with another Proxy performance, asset diversification, and the achievement of your Delegation Vendor, we will provide you with notice of the change. investment goals and objectives. • ﬔe Proxy Delegation Vendor represents that its policies are consistent • If a restriction is considered reasonable, we will have discretion to redirect with ERISA standards and available on its website. the portion of your assets aligned to the restricted security equally across the other investments in the Account (on a pro rata basis), to select a • We will vote proxies and receive other issuer-related material with respect substitute security, or hold it in cash. to securities held in your Account for which the Proxy Delegation Vendor is unable to vote (Specified Investments), with certain exceptions as noted in the Brochure.

2 | Merrill Lynch Investment Advisory Program Client Agreement

SAA032015 • If a restriction is considered or becomes unreasonable, you will be • Whether you paid a commission, front-end sales charge, other sales fee or required to modify or rescind the restriction. charge, or may be subject to contingent deferred sales charges or redemption fees. All such charges are in addition to the Program fees. electronic Delivery of certain materials. Unless you indicate otherwise • With respect to mutual fund shares, whether you will be able to purchase in writing, you agree to delivery of applicable disclosure documents and additional shares of that or any mutual fund in your Account, as well as our brochures for any Style Managers in the Program through CD-ROM (to be ability, without further notice to you, to convert any such shares that are viewed on a computer) or other digital media format. You represent that ineligible into a class of shares of the same Fund that are eligible. you have access to a computer with adequate hardware and soware capability, including a CD-ROM drive, to access the documents contained how We handle Ineligible or unacceptable Assets In Your Account in any CD-ROMs we provide. ﬔe documents and other information we For any investments not eligible or not acceptable for a Service or Strategy, deliver electronically may be formatted in Adobe Acrobat’s portable you authorize and direct us to sell those investments promptly. We will not document format (PDF), hypertext mark-up language (HTML) or other file act as an investment adviser in connection with these transactions. formats we deem appropriate. To view or print documents provided in PDF Although we may not choose to do so, we are authorized to charge a form, you will have to obtain the Adobe Acrobat Reader, which is available commission or execute a principal transaction for the sale of these free of charge at Adobe’s website (located at www.adobe.com), and install investments. We are authorized to open a similar type of Merrill Lynch it on your computer. You may revoke your consent to electronic delivery of Account and transfer the ineligible or unacceptable investments to such Style Manager disclosure documents and brochures and receive paper Account when: copies of these documents at any time by contacting your Advisor. You may also request electronic delivery of other Program materials by • We are unable to sell the investment; or accessing an internet website designated by us. If you consent, you will • You direct us in writing not to liquidate the investment. generally authorize us to deliver all disclosures and notices related to the If you contribute or hold mutual fund shares in the Program that we deem Program to you electronically. to be ineligible for the Program, you instruct us, without further notice to optional contribution and Automatic Withdrawal Services. For certain you and on an on-going basis, to convert such shares into a class of shares Strategies, you are able to instruct us to purchase investments when you of the same mutual fund we deem to be eligible, which will be subject to make automatic contributions to your Account (Contribution Service) or the Program fee. You also instruct us to convert a class of shares of a sell assets when you want to make periodic withdrawals from your mutual fund that is eligible in the Program to another class of shares of the Account (Automatic Withdrawal Service). If you select the Contribution same mutual fund when we believe that the fee structure of the new class and/or Automatic Withdrawal Service: of shares will be more beneficialOnly to you. • You instruct us to effect purchases and/or sales transactions with respect Withdrawing Funds From Your Account to certain investments without making any additional contact with you. We will attempt to process all withdrawal requests in a prompt manner. If • We will continue to purchase or sell your investments as instructed unless your withdrawal request requires the liquidation of any securities, it may you cancel or change the Contribution and/or Automatic Withdrawal take up to ten (10) business days to process. Frequent withdrawals may Service. affect the performance, asset allocation and achievement of your investment goals and objectives. • You may add to, delete or change the assets to be purchased and/or sold, or the percentage allocation for each asset, by contacting your Advisor. custody • Certain securities cannot be purchased or sold through the Contribution Merrill Lynch or our Affiliates will act as custodian for the assets through and/or Automatic Withdrawal Service. ﬔese securities are described in your brokerage or other Account. In limited circumstances and with our the Brochure. consent, you may choose a securities firm or other custodian to maintain your Account other than Merrill Lynch (Unrelated Custodian) and you may Automatic rebalancing Service. For certain Strategies, you are able to be required to complete additional written forms. In addition, custody of instruct us to rebalance assets automatically or at a periodic frequency, to certain types of investment products will be maintained at third party maintain your targeted investment allocation percentages (Rebalancing service providers, as described in the Brochure. You will be responsible for Service). If you select the Rebalancing Service: Exhibitall related custodial fees and expenses, which are in addition to the • You instruct us to rebalance your investments with the target percentage Program fees. allocation you establish without making additional contact with you. • Any performance reports will be based on information provided by the • We will continue to rebalance your investments as instructed, unless you Unrelated Custodian, which we will use to value the securities and cash cancel or change the Rebalancing Service. positions in your Account for purposes of calculating your Program fees. • You may add to, delete or change the assets or the target percentage We are not responsible for verifying the accuracy of the information in such allocation for rebalancing by contacting your Advisor. performance reports or any losses or errors by the Unrelated Custodian. • Certain securities cannot be rebalanced through the Rebalancing Service. • You will promptly notify your Advisor with respect to any additions or ﬔese securities are described inFor the Brochure. withdrawals of assets to your Account maintained at the Unrelated Custodian, and we are not be responsible or liable for any losses due 3. oPerAtIon oF Your Account; ImPLementInG ADvIce to your failure to provide such prompt notification.

Funding Your Account execution Services You may initially fund, or subsequently contribute to, your Accounts by You authorize and direct that all transactions in your Account, except as depositing cash and/or investments that are acceptable for the Strategy provided below, be executed by or through Merrill Lynch or our Aﬃliates, you select. Please ask your Advisor whether investments you wish to acting as agent or, to the extent permitted by law, as principal. deposit are eligible or acceptable. You should consider all relevant factors before contributing investments, including:

Merrill Lynch Investment Advisory Program Client Agreement | 3

SAA032015 If this Agreement relates to a Retirement Account that is subject to ERISA, by notifying us in writing. An agency cross transaction occurs when we, our transactions will be effected by or through Merrill Lynch or our Affiliates in Affiliate, a Style Manager or their respective Affiliate act as agent for both compliance with Department of Labor Prohibited Transaction Exemption buyer and seller in a transaction for your Account. Since these entities 86-128, or otherwise in a manner that is not prohibited by ERISA. generally will receive compensation from each party to an agency-cross transaction, there is a potential conflict between the responsibilities and If we cannot execute a transaction on your behalf, you authorize and loyalties to you and to the other party to the transaction. direct us to execute the transaction through a broker-dealer that is not an Affiliate of Merrill Lynch. ﬔat broker-dealer may act either as agent and If this Agreement relates to a Retirement Account, agency-cross charge commissions or act as principal, and receive compensation that is transactions will be effected for the Account in compliance with in addition to the Program fees. Department of Labor Prohibited Transaction Exemptions 86-128 or another applicable or available prohibited transaction exemption, or Style managers. If you select a Strategy involving a Style Manager with otherwise in a manner that is not prohibited by ERISA or the Code. authority to place orders for transactions, you authorize the Style Manager to place all orders for transactions in your Account with a Aggregation of orders broker-dealer selected by the Style Manager (including one that is not We may, but are not required to, aggregate orders for the sale or an Affiliate of Merrill Lynch) when consistent with the Style Manager’s purchase of securities for your Account with orders for the same security obligation to seek best net price and execution; provided however, you for our other clients, proprietary accounts, or the accounts of our direct the Style Manager to place all trades in foreign ordinary securities employees and/or related persons. Similarly, a Style Manager may through MLPF&S or an Affiliate. For certain Style Managers, MAA may aggregate purchase or sale orders for your Account with those of other provide administrative services to the Style Manager to assist with the accounts that it manages. Each Account participating in an aggregated placement of the orders. transaction will be charged or credited with the average price and, when applicable, its pro rata share of any fees. Principal transactions. If permitted by law, and subject to your consent as described below, we or our Affiliates may execute transactions for your Who responds to corporate Actions Account on a principal basis (that is, when we or our Affiliate sell a security ﬔe type of Service you select will determine who responds to corporate to you, or buy a security from you, for our own account). Principal actions, such as voting on company reorganizations, for securities in the transactions may give you access to investment opportunities or trade Account. If you retain investment discretion and trading authority over executions that might not otherwise be available to you. Principal your Account, corporate actions will be sent to you. For Accounts you grant transactions generally may not be effected for Retirement Accounts. investment discretion and trading authority to Merrill Lynch or a Style Manager, we will respondOnly to corporate actions. In certain cases, we may You will be asked to authorize and provide your initial written consent to be unable to forward certain corporate actions to you or your delegate, allow us to execute principal transactions in your Account. You are not such as when we receive the corporate action within two weeks of the required to provide this initial consent and may revoke the consent at any required response date. time, in writing, by requesting a revocation form from your Advisor. If you do not consent, or revoke your consent, you may not be able to purchase Advice For Legal Proceedings or sell certain securities in your Account. We will not advise you or act on your behalf regarding any legal matters (e.g., bankruptcies and class action lawsuits). Unless we agree otherwise, Even if you provide your consent, you will decide whether any transaction we will send you any documents we receive regarding those matters. may be effected as principal. At the time of each order, we will inform you (verbally or otherwise) that a transaction may be executed on a principal our Fiduciary responsibility basis, and you have the opportunity to withhold your consent to the MLPF&S and MAA have certain fiduciary responsibilities to you under the transaction. Investment Advisers Act of 1940 for Accounts subject to this Agreement. As explained in the Brochure, the specific fiduciary responsibilities will Conflicts of interest are present when we execute principal transactions, depend on the Strategy and Authority that you choose for each Account. including that we may have an incentive to recommend the purchase of a security in our inventory that may be otherwise difficult to sell, and we MLPF&S and MAA will be a fiduciary under ERISA or the Code with respect may receive the following additional compensation: Exhibitto the Services provided to a client that is a Retirement Account. MLPF&S and MAA each will be an investment manager to the extent you have given • A commission, markup or markdown, underwriting fee or selling MLPF&S or MAA discretion to manage, acquire or dispose of securities or concession, or other compensation with respect to the transaction. other assets of such ERISA Plan. In such case, MLPF&S and MAA each • ﬔe spread or the difference between the price we pay for a security and represents that it is a Qualified Professional Asset Manager (QPAM) as the price at which we sell it to you, or between the price we may pay for a that term is defined in Department of Labor Prohibited Transaction Class security that we may buy from you and the price for which we may later Exemption 84-14, as amended. sell it. Investment Advisor cross Fortransactions. From time to time, we or our 4. communIcAtInG WIth eAch other Affiliate, or a Style Manager or its Affiliate, may cause your Account to communicating With You regarding Your Portfolios and Accounts engage in a transaction for the purchase or sale of a security with another We will periodically communicate with you about your Portfolios and investment advisory client, in accordance with applicable law. Such a Accounts. You should carefully review all summaries, statements, reports transaction would be entered only when the transaction is determined and other information, and promptly report any discrepancies to your to be in the best interest of each client, and no compensation would be Advisor. received in connection with the transaction. Portfolio Summary Agency cross transactions. You give us (or the Style Manager) A primary way we communicate the important terms, conditions and permission to engage in agency-cross transactions for your Account, information about your Portfolios and Accounts is through a Portfolio except where prohibited by law. You may revoke your consent at any time Summary. You will receive your first Portfolio Summary aer you enroll in

4 | Merrill Lynch Investment Advisory Program Client Agreement

SAA032015 the Program and each time you change certain important features. ﬔe ﬔe Merrill Lynch Fee Rate applicable to your Account may vary from Portfolio Summary will reflect the Services you have requested for your month to month based on the value of the assets in your Account, or as Portfolios and Accounts under this Agreement. you may otherwise agree with Merrill Lynch, but the applicable rate generally will not change within each month. Statements and Periodic reports We Prepare For You You will receive Account statements, and portfolio and performance Style manager expenses measurement reports regarding your Accounts periodically. ﬔe applicable Style Manager Expense Rate ranges generally from 0.15% to 0.65%, depending upon the Style Manager’s investment strategy or Information About You included in an Account Strategy that you have selected. In certain cases, On an ongoing basis, you will provide us with accurate information about a Style Manager’s investment strategy may be offered that has a fee your assets, investment goals and objectives, risk tolerance, time horizon, above 0.65%; you will be provided with prior notice regarding such fee. liquidity needs, financial situation and needs, and other investment You will be provided with notice regarding Style Manager Expense fee rate information. We will rely upon this information, in part, to provide increases. investment advice and identify potential Services for you. Please notify your Advisor promptly of any material change in this information. Any change in your Merrill Lynch Fee Rate or Style Manager Expense Rate as described in this Section, and as we communicate to you in writing, is Providing Instructions to us not an amendment to this Agreement, so long as the Merrill Lynch Fee Once enrolled in the Program, you will generally be able to provide us with Rate does not exceed the highest rate shown on the Program Fee your instructions verbally, unless we require them in writing or Schedule above. electronically. ﬔe Style Manager Expense Rate applicable to your Account will vary • You authorize us to follow your verbal, electronic or written instructions. depending on the Style Manager’s investment strategy that you select • Your instructions will be effective when accepted by us. or as may be included in an Account Strategy you select, and does not • We will implement your instructions as soon as reasonably possible. change based upon the value of assets in your Account. ﬔe Style • You will carefully review any confirming materials we send to you to ensure Manager Expense Rate applicable to your Account is set out in the that the information reflected is accurate, and you will contact your Brochure and your Account statement. If the Strategy you select includes Advisor if you believe any of the information is, or becomes, inaccurate. a combination of Style Manager investment strategies, each applicable Style Manager Expense Rate will be applied proportionately to the value of 5. Your FeeS AnD exPenSeS your assets with each Style Manager’s investment strategy. In the event that the actual asset valuationOnly is not available, the allocation of the Style Program Fees Manager’s investment strategy (instead of your actual allocation) will be You agree to pay Merrill Lynch the Program Fee for the Services provided used to calculate the Style Manager Expense Rate component of the under this Agreement. Your Program Fee is payable monthly in advance Program Fee. and generally will be calculated based on the value of the assets in your Account as of the last Business Day of the prior month. What Is not covered by Your Program Fee Your Program Fee does not cover any (i) mark-ups or mark-downs by Your Program Fee consists of: (i) a fee for the services of Merrill Lynch (also executing broker-dealers (including on fixed-income, foreign ordinary referred to as the Merrill Lynch Fee Rate) and, if applicable, (ii) a fee for the securities, American Depository Receipts (ADRs) or other over-the-counter Style Manager’s services with respect to each Strategy using a Style transactions in which MLPF&S or its Affiliate acts as agent) or spreads, Manager (also referred to as the Style Manager Expense Rate). Please see underwriting fees or selling concessions, with respect to any principal additional information about “What Is Not Covered By Your Program Fee” transaction effected by us or our Affiliate; (ii) transfer taxes; (iii) margin below. ﬔere is also additional information included in the Brochure about interest and fees for any securities that are deemed hard to borrow in Merrill Lynch Fee Rates, Style Manager Expense Rates, how your Account connection with long/short strategies; (iv) fees charged by MLPF&S, its assets are valued, and how your fees are calculated and charged to your Affiliates or third parties that are not Affiliates in connection with short Account. ﬔe fee schedule is subject to change from time to time, upon sale transactions; (v) exchange or similar fees (such as for ADRs) charged notice to you. Exhibitby third parties, including issuers, and fees required by the Securities Your Program Fee is subject to a minimum monthly Merrill Lynch Fee and Exchange Commission; (vi) electronic fund, wire and other account of $125 but will not exceed the Fee Schedule below. In certain instances transfer fees; (vii) fees and expenses incurred by any Fund or exchange and in our discretion, we may waive or reduce your Account’s minimum traded note purchased for your Account, including commissions and other Merrill Lynch Fee. transaction-related charges incurred by a Fund, even if Merrill Lynch or one of our Affiliates effects these transactions for the Fund, as described Fee ScheDuLe* below; (viii) Fund redemption fees and contingent deferred sales charges; (ix) commission charges for transactions in foreign ordinary securities Account vALue merrILL LYnch Fee rAte and dealer spreads or mark-ups in connection with foreign currency For conversions, including in connection with ADRs; and (x) any other charges Less than $1 million 2.70% imposed by law or otherwise agreed to by you and Merrill Lynch with $1 million – $4.999 million 2.20% regard to your Account (including those charges payable to Merrill Lynch $5 million+ 2.00% and/or third parties as described in the Brochure). You will pay the public offering price on securities purchased from an underwriter or dealer * If applicable, you will also be charged a Style Manager Expense Rate. See Style involved in a distribution. Manager Expenses section below for details.

Merrill Lynch Investment Advisory Program Client Agreement | 5

SAA032015 Payment of Your Fees Merrill Lynch and its Affiliates will receive compensation from the sponsor You will be responsible for paying the full amount of your Program Fee, or manager of these Funds. ﬔis may be in the form of a portion of the regardless of whether you use all of the Services. You agree that: (i) unless management fees, performance-based compensation and/or other asset- otherwise agreed to by you and us, your Program Fee (and any other fee based fees payable by such Funds that are attributable to investments payable by you under this Agreement) will be deducted directly from the made in the Fund by clients through Merrill Lynch or its Affiliates. applicable Account; (ii) we are authorized to deduct your Program Fee from the assets held in your Account, to the extent permitted by law, if Funds In retirement Accounts If your Retirement Account is invested in shares of Related Funds, full payment has not been timely received or, if earlier, at the time this including Related Funds that are money market funds, then your account Agreement is terminated; (iii) your Program Fee will be payable, unless will be credited, on a periodic basis, in an amount equal to your Account’s otherwise indicated, first from the liquidation or withdrawal by us of your pro rata share of the advisory fees, Rule 12b-1 fees and sub-accounting shares of any Money Market Funds or balances in any money market or fees paid by the Fund to us or our Affiliate. If a Retirement Account invests bank deposit account, which you authorize, and second from free credit with a Related Style Manager, then any Style Manager Expense incurred balances, if any, in your Account; (iv) you will make timely payment of all in connection with the investment with a Related Style Manager will be amounts due to us under this Agreement; and (v) to the extent permitted credited to the Retirement Account on a periodic basis. by law, all assets in your Account or otherwise held by Merrill Lynch or its Affiliate for you will be subject to a lien for the discharge of your obligation In certain cases, Related Funds may reimburse us for part of the offset to make timely payment to us of your Program Fee (and any other fees or credit related to the use of the Related Fund. We may determine payable by you under this Agreement), and you authorize us to sell assets periodically to invest Retirement Account assets in shares of Related in your Account to satisfy this lien. Funds when we believe that you may benefit from greater diversification, more efficient exposure to an asset class in which such Fund invests, or You may be able to pay your Program Fee from assets held outside your for other reasons consistent with your investment objectives. Account. Please contact your Advisor for additional information.

7. termInAtInG thIS AGreement 6. FunDS AnD reLAteD ProDuctS At any time, either you or we may terminate this Agreement, or any Fund-related expenses and compensation specific Account, with verbal or written notice to the other party, which Certain Strategies may permit you to invest in Funds, including Funds becomes effective when received. ﬔe termination of this Agreement will sponsored or advised by Merrill Lynch or our Affiliates (Related Funds) or a terminate all Accounts. If a specific Account is terminated, we will Style Manager. When you invest in Funds, you will pay a proportionate continue to manage yourOnly other Accounts. share of the Fund’s expenses, including its management fees and Rule 12b-1 fees, if applicable. In certain cases, these fees may be payable to Where we receive notice that you have become disabled or incompetent Merrill Lynch, our Affiliates, the Style Manager or their Affiliates, including and you do not have a legally appointed guardian, person holding durable any management fees paid by a Related Fund. In addition, we or our power of attorney, or other representative, authorized to act on your Affiliates will receive sub-accounting fees for services provided in behalf with respect to this Agreement, this Agreement may be modified or connection with any Fund shares held in your Account, which is additional terminated. Upon notice to us of your death, this Agreement shall compensation to us or our Affiliate separate and apart from your Program terminate immediately; if you have multiple signatories, this Agreement Fee. We will also receive compensation from some fund sponsors for our will not terminate unless we receive notice of the death of all signatories. distribution, marketing services and other support with regard to their Funds in amounts that may vary. We will not receive compensation for Upon termination, your Account(s) will convert to a commission-based distribution, marketing services and other support with respect to Funds brokerage account(s), unless you advise us otherwise. in Retirement Accounts. Please see the Fund’s prospectus or other • In limited situations, certain Funds and other securities only permitted to disclosure document for a description of its fees and expenses. Conflicts be held in Program Accounts will be promptly liquidated, converted or of interest are present when your Advisor recommends Funds that pay redeemed, unless you have made specific prior arrangements with us. In fees to us or our Affiliate, or Funds for which we receive compensation for such cases, additional fees and expenses may apply. For more distribution, marketing services and other support. ﬔeseExhibit conflicts are information, please see the Funds’ offering materials. addressed as described in the Brochure. • We will generally begin to liquidate or redeem these Funds and securities exchange-traded notes the next business day following termination. For certain Strategies or Assets in your Account may be invested in certain eligible exchange- securities, such as foreign ordinary, convertible, fixed-income, or traded notes (ETNs) that we distribute or service, including ETNs issued by securities that trade on a when-issued basis or as odd lots, the process Merrill Lynch, its Affiliates, or by companies with which we do business. may take longer. Additionally, a pro rata adjustment to your fees for the ﬔese assets will be included in the value of your Account. Exchange- remainder of the billing period will be made, which may either result in a traded notes incur various fees, such as annual investor fees and refund or require you to pay us any remaining fees due for the partial repurchase fees. ﬔese feesFor are in addition to your Program Fees. ﬔe fees billing period. and expenses for each of these notes are described in the prospectus or other offering material, as required by law. 8. ADDItIonAL contrActuAL mAtterS

Alternative Investment Funds changes to ﬔis Agreement For certain Strategies, you may invest in certain private placement We may amend this Agreement by modifying or rescinding any of its alternative investment Funds (such as hedge funds) if you meet applicable existing provisions or by adding new provisions by sending written notice eligibility, suitability and other requirements. Investing in these Funds to you in advance of the eﬀective date of the amendment. Your continued entails risks that are diﬀerent from those applicable to more traditional acceptance of services under this Agreement will be deemed consent to Fund investments such as mutual funds. the amendment.

6 | Merrill Lynch Investment Advisory Program Client Agreement

SAA032015 non-Assignability • Investing or maintaining concentrated positions in a single security or ﬔis Agreement may not be assigned (as that term is interpreted under the single industry Investment Advisers Act of 1940) by us without your informed consent. • Selecting a sweep option for your Account You may not assign this Agreement without our prior written consent. • Using margin in a way that potentially increases risk of loss effective Date • Engaging in uncovered options transactions or short sales ﬔe effective date of this Agreement for each Account is the date of its • Any act or failure to act by any Unrelated Custodian, unaffiliated securities acceptance by us, which will be displayed on the Portfolio Summary. ﬔis firm, or Style Manager Agreement will not apply to any Account that is not reflected in the • Any act or failure to act by us or our respective Affiliates, employees or applicable Portfolio Summary. agents that does not constitute negligence, misconduct or violation of law Severability and Survival of ﬔis Agreement ﬔese limitations on our liability do not constitute a waiver or limitation of ﬔis Agreement represents the entire understanding between you and us any rights accorded you under state or federal laws for the advisory with regard to the matters specified in this Agreement. If any part of this services rendered under this Agreement. Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remainder of this Agreement. ﬔis tax Liability Agreement may be signed in counterparts that, when taken together, You are responsible for all tax liabilities arising from transactions in your will constitute one document. ﬔe following sections will survive the Accounts. You should seek advice from a qualified tax professional. We termination of this Agreement: 5. Your Fees and Expenses; 7. Terminating do not offer such advice, or make any tax credit, similar claim or any legal this Agreement; 8. Additional Contractual Matters; 9. Arbitration; and 10. filing on your behalf. If you are not a U.S. resident, adverse tax Your Acknowledgements and Representations. consequences and other jurisdictional risks associated with investing in U.S. securities are your responsibility. Governing Law ﬔis Agreement is made and will be interpreted under the laws of the State 9. ArbItrAtIon of New York (without regard to its choice of law principles). ﬔis Agreement will remain in full force and effect unless revoked or terminated by you ﬔis Agreement contains a pre-dispute arbitration clause. By signing an or your authorized representative in accordance with the terms of this arbitration agreement, you and we agree as follows: Agreement and will be binding on your heirs, executors, administrators • You and we are giving up the right to sue each other in court, including the and permitted assigns. right to a trial by jury, exceptOnly as provided by the rules of the arbitration notices forum in which a claim is filed. We will send all correspondence and notices to you at the address you • Arbitration awards are generally final and binding; a party’s ability to have provided to us for that purpose. You should direct all notices and a court reverse or modify an arbitration award is very limited. correspondence for your Accounts and related matters covered by this • Your ability to obtain documents, witness statements and other discovery Agreement to your Advisor. is generally more limited in arbitration than in court proceedings.

confidentiality and Privacy • ﬔe arbitrators do not have to explain the reason(s) for their decision or We will treat information you provide to us confidentially, by not award unless, in an eligible case, a joint request for an explained decision disclosing to persons unaffiliated with us without your consent, except (i) has been submitted by all parties to the panel at least 20 days prior to the as necessary to assist us in providing the services under this Agreement, first scheduled hearing date. (ii) in connection with an audit or regulatory examination by federal or • ﬔe panel of arbitrators will typically include a minority of arbitrators who state regulators, or (iii) as may otherwise be legally required or authorized. were or are affiliated with the securities industry. We will handle your personal information in accordance with our • ﬔe rules of some arbitration forums may impose time limits for bringing a company’s privacy policy, to the extent it applies. If you select a claim in arbitration. In some cases, a claim that is ineligible for arbitration Strategy involving a Style Manager(s), you authorize and direct us to may be brought in court. provide your information to the Style Manager(s) if necessaryExhibit to • ﬔe rules of the arbitration forum in which the claim is filed, and any implement the Strategy. amendments thereto, are incorporated into this Agreement. Limitation of our Liability • All controversies that may arise between you and us will be determined We agree to use our best judgment and efforts in providing our Services to by arbitration. Such controversies include, but are not limited to, those you. Certain inherent risks and potential losses are always present when involving any transaction in any of your Accounts, or the construction, investing. If losses do occur, Merrill Lynch, our Affiliates and our respective performance or breach of any Agreement between us, whether entered employees and agents will not be liable to you for: into or occurring prior, on or subsequent to the date hereof.

• Any loss or expense arising out of, or attributable to: Any arbitration pursuant to this provision will be conducted only before • Your direction in connection withFor your Account the Financial Industry Regulatory Authority, Inc. (FINRA) or an arbitration facility provided by any other exchange of which we are a member, and • Your omission or misstatement of information furnished to us in accordance with the respective arbitration rules then in effect in FINRA • Any written materials not prepared by Merrill Lynch or such other exchange. You may elect in the first instance whether • Losses due to your own investment and trading activities in an Account arbitration will be conducted before FINRA or another exchange of which involving: we are a member, but if you fail to make such election by registered letter • Placing orders to buy or sell securities without the advice, guidance or addressed to us at the office where you maintain your Account before the recommendations of your Advisor expiration of five days aer receipt of a written request from us to make such election, then we may make such election.

Merrill Lynch Investment Advisory Program Client Agreement | 7

SAA032015 Judgment upon the award of arbitrators may be entered in any court— • All provisions of this Agreement and all activities that we are being asked state or federal—having jurisdiction. to conduct under this Agreement are in accordance with such governing documents and instruments. Neither you nor we may bring a putative or certified class action to • If the Retirement Account is an ERISA Plan, you have a fiduciary arbitration, nor seek to enforce any pre-dispute arbitration agreement responsibility to use Retirement Account assets exclusively in the interest against any person who has initiated in court an alleged class action or of participants and beneficiaries (in their capacity as participants and who is a member of an alleged class who has not opted out of the class beneficiaries and not personally). You have made an independent with respect to any claims encompassed by the putative class action until: determination that the Program and its Services are suitable and (i) the class certification is denied; (ii) the class is decertified; or (iii) the appropriate for the Retirement Account(s) and that the applicable fees are customer is excluded from the class by the court. Such forbearance to reasonable for the available transaction or non-transaction services. enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except to the extent stated herein. • If your Retirement Account invests in shares of Related Funds, including Related Funds that are money market funds, you: 10. Your AcknoWLeDGmentS & rePreSentAtIonS • Acknowledge receipt of the prospectuses or other required disclosure You have various responsibilities under this Agreement and acknowledge, documents for the Related Funds; represent and/or warrant the following: • Represent that you are independent of and unrelated to Merrill Lynch and our Affiliates and have made or will make an independent Scope of Agreement. Your investment advisory relationship with us is determination that the Related Funds are suitable and appropriate for limited to the Services described in this Agreement and the Brochure, and the Retirement Account(s); and does not extend to any other arrangements or services that you may have • Approve the investment advisory and other fees paid by the Related entered into with us or any Affiliate. Unless you and we agree in writing, Funds in relation to the fees payable pursuant to this Agreement. we will not act as an investment adviser for any account that is not subject to this Agreement, including those accounts that may be included in • If necessary, you agree, at your expense, to obtain and maintain for the certain Services; any advice that we may provide to you with respect to period of this Agreement any bond required and to include within its such Accounts will be incidental to the services we provide under your coverage Merrill Lynch, and any of its officers, directors, employees, securities account agreement. If one or more of your Accounts were agents and affiliates whose inclusion is required by law. You agree to previously enrolled in another Merrill Lynch investment advisory program provide Merrill Lynch upon request with appropriate documentation and you wish to enroll in this Program, such Accounts will be governed by evidencing such coverage. this Agreement only, and not any prior agreements. Freedom From encumbrancesOnly. All assets held in your Accounts are free Power and Authority. If you are an individual, you have the full power, from any lien, charge or other encumbrance (excluding encumbrances in unrestricted authority and capacity to enter into this Agreement, you have favor of us or our Affiliates). Such assets must remain so, unless you first reached the age of majority, and that this Agreement constitutes a legal, notify us in writing and we agree. In addition: valid and binding obligation on you. In addition, you are not subject to any • ﬔe terms of this Agreement will prevail in the event of any conflict with legal, contractual or other restrictions or limitations in buying or selling your collateral arrangements, and you have disclosed the terms of this any specific assets from your Account, unless you have disclosed them in Agreement to any lender. writing. • We will not provide advice on or oversee any of your collateral If you are a company, government, trust, estate, plan or other entity, or a arrangements. custodian acting on behalf of a minor: • ﬔere are no specific securities in your Account that must be held as collateral to secure your loan. • Your governing documents and applicable law authorize and permit all of the arrangements contemplated by this Agreement. Collateralizing your Account may have adverse effects, including, but not • You, and the person(s) signing this Agreement and trading on your behalf, limited to, the fact that the lending institution may require additional have full power, authority and capacity to enter into this Agreement, and it collateral or liquidation of securities held in your Account to meet a call, as constitutes a legal, valid and binding obligation on you.Exhibitwell as related tax consequences. You must promptly notify us of any • If you elect to do so, you have full and unrestricted authority to delegate default or similar event under your collateral arrangements as defined in investment discretion to us or any other necessary party. the respective collateral arrangements. • Neither you nor your Accounts are subject to the Investment Company Act responsibility to review and monitor. It is your responsibility to adhere of 1940. to any investment policy statement or similar document (IPS), that applies • You are not subject to any legal, contractual or other restrictions or to you, and, to the extent the terms of the IPS conflict with an investment limitations in buying or selling any specific assets from your Account, or Strategy you select under the Program, by signing this Agreement the unless you have disclosed them in writing. terms of the IPS are hereby amended to incorporate by reference such For investment or Strategy. We have no responsibility to review, monitor, or retirement Accounts. If this Agreement is for a Retirement Account that adhere to such documents. is subject to ERISA, you represent and agree to the following: Provided Information. ﬔe information you provided (and as updated) is • ﬔe plan’s (or Retirement Account’s) governing documents and accurate and complete. You must promptly notify your Advisor of any instruments permit you to appoint an “investment manager” as defined material changes to this information. You must provide us with any by ERISA or otherwise provide for an agent to provide the services information that we may request in the future to comply with all applicable contemplated under this Agreement. anti-money laundering laws. • ﬔe person signing this Agreement is a “named fiduciary” authorized to appoint an investment manager or otherwise authorized to enter into this Agreement.

8 | Merrill Lynch Investment Advisory Program Client Agreement

SAA032015 custodial Account For minors. If your Account is a custodial account for a Portfolio shall not subject such account to this Agreement nor shall we be minor established under the Uniform Transfers to Minors Act or Uniform deemed an investment adviser or ﬁduciary (under ERISA, the Code or Gis to Minors Act (or similar statutes), we may rely on your actions and under the Investment Advisers Act) to such account, unless we otherwise instructions without further inquiry, and you indemnify us for any loss or agree in writing. We may also display, for your convenience, accounts that costs, including legal fees, arising from claims concerning the above. are not subject to this Agreement in your Portfolio Summary.

“Portfolio Summary” is the written summary provided to you from time to GLoSSArY time that describes important terms, conditions, information features, and “Account” means each of the client’s securities accounts to which this changes to your Portfolios and Accounts. Agreement applies, as set forth in the Portfolio Summary, as amended from time to time. “Program” means the Merrill Lynch Investment Advisory Program.

“Advisor” means your Merrill Lynch Financial Advisor or Private Wealth “Related Fund” means a Fund sponsored or advised by us or our Affiliate. Advisor. “Related Style Manager” means a Style Manager that is a company that is “Affiliate” means a company or entity that, either in whole or in material an Affiliate of Bank of America Corporation (“Bank”) or in which the Bank part, owns or controls, is owned or contolled by, or is in under common or an Affiliate has a material ownership interest. control with, another entity. “Retirement Account” means an ERISA Plan, a U.S. tax-qualified plan of “Authority” means the amount of discretion that you decide to give to self-employed persons or a U.S. individual retirement account, or any Merrill Lynch or a third party to manage your Account. Each type of other plan, arrangement or entity subject to Section 4975 of the Code. Authority is described in Section 2 in this Agreement and in more detail in “Rule 12b-1 fees” means fees paid for distribution of mutual funds the Brochure. ﬔe Authority you select for each Account will be set forth in pursuant to a plan made under Rule 12b-1 under the Investment the Portfolio Summary. Company Act of 1940.

“Brochure” means the wrap fee program brochure (including any “Service” means any service that may be offered by us through the amendments or supplements) of MLPF&S and MAA relating to the Program now in or in the future. Program, as updated from time to time. “Strategy” means any investment strategy in which Merrill Lynch delivers “Code” means the U.S. Internal Revenue Code of 1986, as amended. investment advice to you now or in the future and includes various “ERISA” means the Employee Retirement Income Security Act of 1974, as investment solutions createdOnly and implemented by your Advisor, MAA, amended. Merrill Lynch or a third-party Style Manager or other entity. ﬔe Strategies available under this Agreement are set forth and described in detail in the “ERISA Plan” means a plan subject to the provisions of ERISA or any other Brochure, as amended from time to time by Merrill Lynch. ﬔe Strategy entity deemed to hold assets of such a plan, including SIMPLE, SEP and selected by the client for each Account is reflected in the applicable other IRAs subject to ERISA’s fiduciary responsibility provisions. Portfolio Summary.

“Funds” means registered and unregistered investment companies, “Style Manager” means an investment adviser or manager, which may be including mutual funds, closed-end funds, exchange-traded funds (ETFs) Merrill Lynch or a Merrill Lynch Affiliate, that provides MAA with advice and hedge funds, real estate investment trusts and other pooled regarding the securities or other property to be purchased or sold in a investment vehicles and, to the extent applicable, Funds organized Portfolio or Account. outside the United States (whether or not registered). As used herein, the term “Funds” shall also include exchange-traded notes. “Style Manager Disclosure Document” means Part 2 of a Style Manager’s Form ADV or a comparable document and/or another document that “MAA” means Managed Account Advisors LLC, which is an investment contains information or disclosure, as required by applicable law, advisory company affiliated with MLPF&S that has been hired by MLPF&S regarding a Style Manager. to assist in delivering certain strategies and services to clients. Exhibit“Style Manager Expense Rate” means the portion of the client’s Program “Merrill Lynch,” “us,” “we” or “our” means either MAA or MLPF&S or both, Fee for the Style Manager’s services that is based on assets in an Account depending on the service provided. allocated to the Style Manager’s investment strategy. ﬔe Style Manager “Merrill Lynch Fee Rate” means the portion of the Program Fee charged to Expense Rate varies depending on the Style Manager. the Account for the services of MLPF&S and MAA. “Unrelated Custodian” means a custodian that is not Merrill Lynch or a “MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch Affiliate.

“Portfolio” means one or more Accounts grouped together by you. We “You” or “your” refers to each person who, by signing this Agreement, has may, for your convenience, also permitFor you to add to a Portfolio accounts agreed to the terms of this Agreement. If your Account includes assets of that are not subject to this Agreement. We will clearly identify to you the one or more Retirement Plans that are subject to ERISA, then “you” and I accounts included in a Portfolio that are not subject to this Agreement “your” includes the named ﬁduciary of such Plan. and you acknowledge and agree that our inclusion of such accounts into a L-03-15

Merrill Lynch Investment Advisory Program Client Agreement | 9

SAA032015 Your Account Preferences

ﬔe selections you make in this Agreement will • Proxy Delegation vendor Institutional Shareholder Services (ISS), or a successor proxy voting service, voting under Benchmark Guidelines. (Not apply to the Investment Advisory Program Accounts available for Personalized Strategy with Client Discretion Accounts) All you designate. Once you’ve signed this Agreement, proxy materials are sent to Merrill Lynch or the proxy voting service, as you’ll be able to modify your instructions at any applicable, to be voted by them, as described in this Agreement and time by calling your Advisor. Brochure. trADe conFIrmAtIonS thInGS to knoW beFore You beGIn (Not available for Personalized Strategy with Client Discretion Accounts • Please use one form for all Individual, Joint and Retirement accounts and and for certain Custom Managed Strategy Accounts) a separate form for each unique fiduciary account (Trust, Estate, You may elect not to receive confirmation statements of transactions on a Guardianship, Custodial, etc.)—one form per legal entity. trade-by-trade basis for any Account over which you have granted to us or • You will receive a Portfolio Summary that will reflect all your Account a Style Manager investment discretion and trading authority, and instead preferences. Review the Portfolio Summary carefully to ensure that the receive transaction information on a periodic basis, but not less than information reflected is accurate. Contact your Advisor if any of the quarterly. information is, or becomes, inaccurate. • Terms used in “Your Account Preferences,” but not otherwise defined, StYLe mAnAGer DIScLoSure DocumentS shall have the same meaning as set forth in the Merrill Lynch Investment You may choose whether you prefer to receive paper copies of applicable Advisory Program Brochure. Style Manager disclosure documents and brochures for each Style Manager you select instead of by compact disk (CD-ROM). Unless you ProxY oPtIonS indicate otherwise in writing, you agree to electronic delivery of applicable You may choose where you want all proxies, proxy solicitation and other Style Manager disclosure documents and brochures for any Style issuer-related materials to be sent for voting purposes. Managers in the Program through CD-ROM (to be viewed on a computer) or other digital media format. ﬔe names of the Style Managers appear in • Self-proxy voting We send you all proxy materials for your vote. your Portfolio Summary and periodic reports. • ﬔird-party proxy voting A ﬔird-party proxy voting service (and Registered Investment Advisor) that you designate receives all proxy materials on your behalf. Only Acknowledgments charged on any cash balance held in my Account even though I am not earning any interest or dividends on that cash, and that may create a By signing this Agreement, I acknowledge and agree to be bound by the conflict between me and Merrill Lynch. terms and conditions of this Agreement and further acknowledge and agree that: I also agree:

1. I have received, read and understand the accompanying Brochure, my • For all account enrollments unless I notify you in writing, I instruct as Advisor’s Brochure Supplement, other Brochure Supplements of follows: (i) for Personalized Strategy with Client Discretion Accounts I Merrill Lynch, any applicable Style Manager Disclosure Document and will retain proxy voting authority, (ii) for all other Program Strategies, I Profiles, any applicable Fund offering materials, or similar documents, delegate to the Proxy Delegation Vendor, Institutional Shareholder and I understand that my Account and any investments held therein will Services (ISS) or a successor proxy voting service (“Proxy Delegation be subject to the terms and conditions set forth in such materials and Vendor”), voting under Benchmark Guidelines, or to Merrill Lynch as documents,and if my Account is an ERISA Plan account, the Program described in this Agreement and Brochure. ERISA Section 408(b)(2) fee disclosure notice and Style Manager ERISA • For the specified Accounts listed below I instruct that proxy voting Section 408(b)(2) disclosure or other notices as applicable, and agree elections designated will apply regardless of the investment service for to those terms and disclosures, as may be amended periodically. I also those accounts unless the proxy voting options I instruct are no longer acknowledge that I have received a copy of the Bank of AmericaExhibit Privacy available. Policy; • If I checked a box and selected a proxy voting option and subsequently 2. Neither the Investment Advisory Program Portfolio Summary nor any changed my investment service where that option is no longer available, Profile makes or implies any guarantee about the attainment of the I instruct as follows: (i) for Personalized Strategy with Client Discretion Investment and return objectives; Accounts I will retain proxy voting authority, (ii) for all other Investment Advisory Program Strategies, I delegate to the Proxy Delegation Vendor. 3. Each Account that I choose to group in a Portfolio must, in the • If I checked the box to delegate proxy voting below or if I delegate to the aggregate, be consistent with the Target Asset Allocation that I designate Proxy Delegation Vendor for any Program Account, I understand the for the applicable Portfolio. I further acknowledge and agree that if you terms of such proxy voting arrangements as described in this Program want to designate a specific TargetFor Asset Allocation for any individual Agreement and Brochure. In the event that any of the Program Accounts Account, such Account must be established in its own Portfolio; specified below are terminated, and I continue to maintain an underlying 4. Merrill Lynch, my Advisor and any Style Manager and their respective securities brokerage account at Merrill Lynch, I understand and Affiliates may have certain conflicts of interest, as described in the acknowledge that any proxy delegation will no longer be effective in Program Brochure and applicable Style Manager Disclosure Document connection with the securities/brokerage account underlying such or other disclosures, with respect to their activities relating to this Account(s) and will be directed to myself. Agreement and the securities, Funds, and other investment products • If my Account is an ERISA employee benefit plan account, I represent that I made available to me through the Program; and am authorized under the plan documents and applicable laws to delegate proxy voting authority under the terms of the plan. 5. I understand and acknowledge that if I selected the “no sweep” option for the cash balances held in my Account, the Program Fee will be

10 | Merrill Lynch Investment Advisory Program Client Agreement thIS PAGe muSt be ScAnneD

SAA032015

Account preference instructions Please list all your Accounts in any order. If you have more than Accounts please use the margin.

ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER ACCOUNT NUMBER

Provide the same election instructions for all your Accounts, or specify by Account. Check “All Accounts” and PROXY VOTING TRADE CONFIRMS STYLE MANAGER DISCLOSURE DOCUMENTS make your selections to the must be provided below. If you do not check any boxes, Accounts will be enrolled Check only if you do not want Check if you prefer paper delivery instead right OR specify by Account. as stated above. See paragraph on proxy options above for more information. trade-by-trade conﬁrmations. of CD-ROM. All Accounts above Self-proxy Proxy vendor No trade-by-trade Yes paper delivery ££££££

Specify by Account (list Accounts below) Self-proxy Proxy vendor No trade-by-trade Yes paper delivery ££££ £ ££££ £ ££££ £ ££££ £ ££££ £

If you designated a !ird-party proxy voting service or Self-proxy at an alternate address above, please complete ACCOUNT NUMBER NAME OF THIRD-PARTY PROXY VOTING SERVICE OR SELF PROXY AT AN ALTERNATE ADDRESS MAILING ADDRESSOnly

Signatures By signing this Agreement, I acknowledge and agree, in accordance with Section 9 on page 7 of this Agreement, to arbitrate all controversies involving Merrill Lynch that may arise out of or relate to this Agreement. In addition, if I elected for any Account(s) to not receive trade-by-trade I will not receive trade-by-trade for the Account(s) except as required by applicable law. PRINTED NAME TITLE (if authorized signer)ExhibitSIGNATURE DATE

PRINTED NAME TITLE (if authorized signer) SIGNATURE DATE

PRINTED NAME TITLE (if authorized signer) SIGNATURE DATE PRINTED NAME ForTITLE (if authorized signer) SIGNATURE DATE

thIS PAGe muSt be ScAnneD Merrill Lynch Investment Advisory Program Client Agreement | 11

SAA032015

Only

THIS PAGE INTENTIONALLY LEFT BLANK

Exhibit For

TAB 3 Quarterly Performance Report

LE Client Name December 10, 2014 MP SAMPLE

This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular account. Account List

As of Close of Business: 09/30/2014 Merrill Lynch Account Number/NickName Account Title Credit Type Account Registration Market Value($) % of Total XXX-XXXXX ACCOUNT TITLE Cash IRA 1,662,711 100.00 CLIENT NAME LINE 1 CLIENT NAME LINE 2 ADDRESS LINE 1 ADDRESS LINE 2 Service Type: Unified Managed Account Investment Manager/Model: 5 MGR UDP MOD AGGRSSIVE Manager Style: Multi-Style Total 1,662,711 100

Unless otherwise indicated, assets and investment accounts included in this Report are held at Merrill Lynch, Pierce, Fenner & Smith Incorporated,ted, Member SIPC.SIP Bank deposits are held at the Bank of America, N.A. and affiliated banks or other depository institutions and are covered by FDIC insurance up to applicable limits. Bank deposits are not protected by SIPC. Banking products are provided by Bank of America, N.A. and affiliated banks, Members FDIC and wholly owned subsidiaries of Bank of Americarica Corporation.Corporati Merrill Lynch Wealth Management makes available products and services offered by Merrill Lynch, Pierce, Fenner & Smith Incorporatedteded (MLPF&S) and other subsidsubsidiaries of Bank of America Corporation("BAC"). Trust and fiduciary services are provided by Merrill Lynch Trust Company, a division of Bank of America, N.A., Member FDIC. Insurancence and annuity products arear offered through Merrill Lynch Life Agency Inc., a licensed insurance agency.

Investment products, insurance and annuity products: Are Not FDIC Insured Are Not Bank or State GuaranteedE May Lose Value Are Not Deposits Are Not Insured by Any Federal Governmentovernment AgencyAgen Are Not a Condition to Any Banking Service or Activity

MLPF&S, Bank of America, N.A., and Merrill Lynch Life Agency Inc. are wholly owned subsidiaries of BAC. MLPF&S&S is a registered broker-dealebbroker-dealer, Member SIPC and wholly owned subsidiary of BAC. MLPF&S makes available investment products sponsored, managed, distributed or provided by companies thatat aree affiliates of BAC or in whichwh BAC has a substantial economic interest, including BofA™ Global Capital Management. All reports other than the Balances report contain brokerage information only. ©2014 Bank of America Corporation. All rights reserved. PLEPL

SAMPL

This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

Report created December 10, 2014

Page 1 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Total Portfolio Review

Performance period: 03/17/2006 to 09/30/2014 Investment Earnings and Cash Flows Annualized Performance Total Market Value ------Opening Balance +/- Contributions/(Withdrawals) ...... (%) Prior 3 Months 1 Year 3 Years 5 Years Entire Period $ in Thousands Total Portfolio (1.71) 8.39 14.17 9.15 5.04 1,800 Style Index (0.99) 11.78 16.09 11.46 6.32 1,600 Russell 1000 Growth - Total Return 1.49 19.15 22.45 16.50 8.32 1,400 Russell 1000 Value - Total Return (0.19) 18.89 23.93 15.26 6.27 Russell 2000 - Total Return (7.36) 3.93 21.26 14.29 6.11 1,200 MSCI EAFE TR Net (5.88) 4.25 13.65 6.56 3.12 1,000 BofAML US Broad Market Bond 0.23 4.12 2.54 4.22 4.98 800 600 400 200

0 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ Prior 3 Months Prior 12 Months Entire Period Opening Balance 1,691,708 1,533,948 0 Contributions/(Withdrawals) 0 0 1,096,021211 Interest/Dividends 7,305 38,502 301,3671,367 Appreciation/(Depreciation) (36,302) 90,260 265,323

Closing Balance 1,662,711 1,662,711 1,662,7112,711 Returns for periodspe longer than one year are annualized. Asset Allocation As of Close of Business:ness: 09/30/2014 Risk vs. Return Analysis 100% More Return/ More Return/ PLess Risk More Risk A Total Portfolio 2 1 Style Index 80%

Russell 1000 Growth - Total 4 2 60% 8 Return 3 MPM 3 Russell 1000 Value - Total 1 Return 40% 4 Russell 2000 - Total Return

6 20% A 5 MSCI EAFE TR Net

6 BofAML US Broad Market AAM 6 5 0% Bond Equity Fixed Income Cash Alt. Investments 7 BofAML 3-Month US 4 Treasury Bill Current Holdings

Asset Class Amount($) Percent(%) SAMPLESAMSSA Return(%) Annual Average Equity 1,224,332 73.68 2 Fixed Income 367,223 22.10 7 Cash 70,076 4.22 Alt. Investments 00.00 SubTotal 1,661,631 100.00 0 Other 1,080 0 5 10 15 20 Less Return/ Standard Deviation(%) Less Return/ Total 1,662,711 Less Risk More Risk This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

Accounts included in this report: Account Number Report created December 10, 2014

Page 2 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Asset Allocation Overview

As of Close of Business: 09/30/2014

Asset Allocation Equity Size and Style Fixed Income

Market % of Marketar % of Market % of Asset Class Value($) Total Size & Style Value($) Total Maturity Value($) Total Equity 1,224,332 73.68 Large Cap Growth 505,890 41.32 Long Term Bond 117,795 32.08 Fixed Income 367,223 22.10 Large Cap Value 230,556 18.83 Int. Term Bond 122,241 33.29 Cash 70,076 4.22 Small/Mid Cap Growthwth 162,301 13.26 Short Term Bond 120,617 32.85 Alt. Investments 0 0.00 Small/Mid Cap Value 53,159 4.34 Fixed Income Blend 6,569 1.79 Subtotal 1,661,631 100.00 Internationall Equity 257,871 21.06 Total 367,223 100.00 Other 1,080 Equities Blendend 14,554 1.19 Total 1,662,711 Total 1,224,332 100.00 Account Summary MPLMPMTop Holdings (Based on Market Value) MMarket % of Market % of Account Account Type/Manager ValValue($) Total Security Description Quantity Price($) Value($) Total XXX-XXXXX 5 MGR UDP MOD AGGRSSIVEIVEE 1,662,7 1,662,711662 100.00 FIXED INCOME SHARES 8,120 12.22 99,226 5.97 Total 1,661,662,711 100.00 SERIES C F CL INSTL AMPLAMFIXED INCOME SHARES 9,262 10.70 99,103 5.96 SERIES M F CL INSTL BANK OF AMERICA, NA RASP 64,112 1.00 64,112 3.86 U.S. TRSY INFLATION NTE 24,000 97.62 24,279 1.46 SAMSAS 0.125% JUL 15 2022 INFL ADJ PRIN FCR 1.0360 U.S. TRSRY INFLATION BON 16,000 122.06 21,755 1.31 2.500% JAN 15 2029 INFL ADJ PRIN FCR 1.1097 U.S. TREASURY NOTE 18,000 109.09 19,718 1.19 3.625% FEB 15 2021 03.625% FEB 15 2021 UNION PACIFIC CORP 173 108.42 18,757 1.13 APPLE INC 178 100.75 17,934 1.08 Total 364,884 21.95 This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

Accounts included in this report: Account Number Report created December 10, 2014

Page 3 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Portfolio and Market Indices Returns: Annualized

Performance period: 03/17/2006 to 09/30/2014

Return(%)

16.00

14.00

12.00

10.00

8.00

6.00 4.00 E 2.00 0.00 LE

04/01/2006 Prior 3 Months 1 Year 3 Years 5PLPLE Years 7 Years To 09/30/2014 Entire Period Return(%) Return(%) Return(%) Return(%) Return(%) Return(%) Return(%) Gross of Fees Total Portfolio (1.19) 9.844 15.50 10.37 5.15 6.24 6.19 Style Index (0.99) 11.781.78 16.09MPMPLEM 11.46 5.24 6.40 6.32 Custom Index (0.98) 11.73 16.0516. ------Allocation Score 0.02 (0.06)6) (0.04) ------Selection Score (0.22) (1.88) (0.55) ------Active Management Score (0.20) (1.94)AMAAMP (0.59) (1.09) (0.09) (0.16) (0.13) Market Indices Russell 1000 Growth - Total Return 1.49 19.155 22.45 16.50 7.57 8.41 8.32 Russell 1000 Value - Total Return (0.19) 18.89SSA 23.93 15.26 4.81 6.44 6.27 Russell 2000 - Total Return (7.36) 3.93 21.26 14.29 6.04 5.81 6.11 MSCI EAFE TR Net (5.88) 4.25 13.65 6.56 (0.20) 3.02 3.12 BofAML US Broad Market Bond 0.23 4.12 2.54 4.22 4.95 5.13 4.98 Net of Fees Total Portfolio (1.71) 8.39 14.17 9.15 3.99 5.07 5.04

This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

Accounts included in this report: Account Number Report created December 10, 2014

Page 4 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Risk vs. Return Analysis

Performance period: 03/17/2006 to 09/30/2014

Longest Common Time Period

More Return/Less Risk More Return/More Risk 2

4 8 3 1

6 BA

6 5

Average Annual Return Annual (%)Average 2 E 7

0 LE 0 5 10 15 20

Less Return/Less Risk Standarddard Deviation (%) Less Return/More Risk Account % of Total PLPLE Closing Balance($) Average Annual Return(%) Standard Deviation(%) A Total Portfolio 100.00 1,662,711 5.80 12.00

B XXX-XXXXX 100.0000 1,662,711 5.80 12.00 1 Style Index MPMPLEM 7.14 12.36 2 Russell 1000 Growth - Total Return 9.69 15.85 3 Russell 1000 Value - Total Return AM 7.75 16.56 4 Russell 2000 - Total Return 8.36 20.45

5 MSCI EAFE TR Net 5.06 19.14 6 BofAML US Broad Market Bond SAMPSAS 5.04 3.36 7 BofAML 3-Month US Treasury Bill 1.35 0.58

This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

Accounts included in this report: Account Number Report created December 10, 2014

Page 5 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Performance Analysis

Performance period: 03/17/2006 to 09/30/2014

Cumulative Performance Quarterly Returns

--- Total Portfolio ... Style Index Total Portfolio Style Index

80.00% 15.00%

12.00%

60.00% 9.00%

6.00%

40.00% 3.00%

0.00% 20.00% (3.00)%)%

(6.00)%% 0.00% (9.00)% E

(12.00)%00)% (20.00)% (15.00)%(15.0 LLE

2006 2007 2008 2009 2010 2011 2012 2013 2014 2006 2007 2008 2009 2010 2011 2012 2013 2014 Beginningginnin PLPPLE or ending returns may reflect partial calendar quarters. Please see performance period available for account(s). Performance Detail: Quarterly Actual ROR(%) Total Portfolio(%) Style Index(%) Period Equity Fix Inc Cash Alt InvBal Inv AAnnuities Other Qtr Cum Qtr Cum 2014 3.08 3.65 0.04 -- --MPMMPL -- -- 2.26 4.83 3QTR (1.49) (0.38) 0.01 ------(1.71) 52.47 (0.99) 69.25 2QTR 4.34 2.55 0.01 ------3.48 55.13 4.00 70.95 1QTR 0.29 1.46 0.01 ------0.54 49.91 1.80 64.37 2013 31.86 (2.58) 0.05 --AM ------20.55 21.75 4QTR 8.98 (0.14) 0.01 ------6.00 49.10 6.64 61.46 3QTR 8.74 1.27 0.01 ------6.57 40.66 5.73 51.41 2QTR 1.98 (3.72) 0.01SSASAMPL ------0.34 31.99 0.77 43.21 1QTR 9.11 0.07 0.02 ------6.36 31.54 7.16 42.11 2012 15.60 8.28 0.13 ------11.87 13.57 4QTR 1.05 0.88 0.03 ------0.65 23.68 1.28 32.62 3QTR 6.68 2.31 0.03 ------5.06 22.88 5.13 30.94 2QTR (5.91) 2.83 0.04 ------(4.01) 16.96 (2.33) 24.55 1QTR 13.97 2.03 0.04 ------10.21 21.85 9.21 27.52 2011 (3.31) 5.06 0.28 ------(2.35) 0.77 4QTR 10.97 1.79 0.04 ------7.93 10.56 7.93 16.77 3QTR (17.33) (0.36) 0.06 ------(12.90) 2.44 (11.28) 8.19 2QTR 0.69 2.42 0.09 ------0.69 17.60 0.83 21.94

Accounts included in this report: Account Number Report created December 10, 2014 This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment. Page 6 For Informational Purposes Only - Account Statement is Official Record of Holdings, Balances and Security Values Performance Analysis

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This sample report is intended for illustrative purposes only. It is not intended to be representative of any specific account or the performance of any particular investment.

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Investment Policy Statement for Sample IPS

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Table Of Contents

I. Introduction ...... 3 II. Responsibilities of the Endowment Representatives...... 4 III. Objectives ...... 5 IV. Asset Allocation Strategy...... 6 V. Responsibilities of the Investment Managers ...... 7 VI. Investment Strategy ...... 8 VII. Constraints ...... 10 VIII. Performance Evaluation ...... 10 IX. Guidelines for Corrective Action ...... 11 X. Meetings and Communications ...... 11 XI. Approval...... 12

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I. Introduction

Information about the Endowment and the Purpose of the Funds Sample IPS 101 Hudson Street Jersey City, NJ 07302 (201) 555-1234 Primary Contact: John Smith, CEO Endowment Assets: $50,000,000 (As of date: xxxx)

About Sample IPS The Sample IPS is an Endowment.

EXCEPT FOR THE NAME OF ENTITY AND TYPE OF ENTITY, THIS WHOLE SECTION IS MANUALLY TYPED IN OR PASTE FROM OTHER SOURCES.

Purpose of this Investment Policy Statement This Investment Policy Statement (the “Policy Statement”) outlines the goals and investment objectives of Sample IPS (“the Endowment”). Since this Policy Statement is intended to provide guidance for the Investment Committee (“the Committee”) and the investment managers responsible for managing the Endowment’s assets, it outlines certain specific investment policies which will govern how to seek to achieve those goals and objectives. This Policy Statement, upon the review and approval of the Investment Committee: • Describes a risk posture for the investment of the Endowment's assets; • Specifies the target asset allocation policy for those assets; • Establishes investment guidelines regarding the selection of investment manager(s), permissible securities and diversification of assets; • Specifies the criteria for evaluating the performance of the Endowment's investment manager(s) and of the Endowment investment portfolio as a whole; and • Defines certain responsibilities of the Committee, the consultant, the investment managers, and other specified parties. The Committee believes that the investment policies described in this Policy Statement should be dynamic. These policies should reflect the Endowment's current financial status, and the Committee’s philosophy regarding the investment of assets. These policies should be reviewed by the Committee periodically and revised as necessary to ensure that they continued to reflect the current financial situation of the Endowment and the capital markets.

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This Policy Statement was prepared based upon the information provided by the Committee in the Merrill Lynch Investment Policy Statement Service Questionnaire. It is the Committee’s responsibility to provide all the necessary and relevant information for its preparation. This information, as well as the Policy Statement itself, should be reviewed periodically for its continued accuracy and completeness.

II. Responsibilities of the Endowment Representatives The Board of Directors As fiduciaries, the Board of Directors are ultimately responsible for the Endowment. They have delegated the following decisions to the Investment Committee..

The Investment Committee The primary fiduciary responsibilities of the Committee with respect to the oversight of the investment portfolio are: • Establish and approve an investment policy statement and periodically review that statement for continued accuracy and completeness; • Prudently diversify, or oversee the diversification of, the portfolio assets to meet an agreed upon risk/return profile; • Prudently select investment options, including the selection of one or more investment managers; • Monitor the investment managers and the performance of the accounts under management; • Consider the information provided by the consultant and other professional advisors and act accordingly; • Control and oversee all investment, record keeping and administrative expenses associated with the accounts; and • Review and deal prudently with conflicts of interest.

The Consultant The Committee should retain an advisor or consultant (the “consultant”) to: • Assist the Committee in strategic investment planning for the Endowment by providing assistance in developing an investment policy, an asset allocation strategy, and portfolio structure; • Provide written performance measurement reports on a quarterly basis; • Assist the Committee in its selection of investment manager(s) and strategies; and • Meet with the Committee to help it review investment performance and consider whether any changes or other actions are called for with respect to the investment portfolio.

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The Custodian The Custodian is responsible for the safekeeping of the Endowment’s investment assets. The specific duties and responsibilities of the custodian include: • Maintain separate accounts by legal registration; • Value the holdings; • Collect all income and dividends owed to the Endowment in its custody; • Settle all transactions initiated by the investment manager; and • Provide monthly reports that detail transactions, cash flows, securities held and their current value, and change in value of each security and the overall portfolio since the previous report.

III. Objectives

Risk Tolerance Investment theory and historical capital market return data suggest that, over long periods of time, there is a relationship between the level of risk assumed and the level of return that can be expected in an investment program. In general, higher risk (i.e. volatility of return) is associated with higher return. Given this relationship between risk and return, a fundamental step in determining the investment policy for the Endowment is the determination of an appropriate risk tolerance. The Committee examined its willingness to take risk and the Endowment's financial ability to take risk based upon relevant factors, including: Factors that contribute to a higher risk tolerance are: 1) The Endowment can take advantage of a long time horizon; 2) The Endowment has no defined finite liabilities. Offsetting these factors are: 1) The Endowment must be able to meet any unexpected expenses or liabilities; 2) Large fluctuations may effect Endowment's willingness to maintain the investment strategy. Based on these factors, the Committee chose a moderate risk profile. This profile is for investors who are willing to take a moderate level of risk. Primary emphasis is to strike a balance between portfolio stability and portfolio appreciation. Investors using this model should be willing to assume a moderate level of volatility and risk of principal loss. A typical portfolio will primarily include a balance of fixed income and equities.

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Investment Objectives The Endowment’s assets should be invested in accordance with sound investment practices that emphasize long-term investment fundamentals. The objectives of this Endowment are to maximize long-term returns consistent with prudent levels of risk. Investment returns are expected to provide adequate funds to sufficiently support designated needs and preserve or enhance the real value of the Endowment. In establishing the investment objectives of the Endowment, the Committee has taken into account the time horizon available for investment, the nature of the Endowment’s cash flows and liabilities, and other factors that affect the Endowment’s risk tolerance. Accordingly, the investment objective of the Endowment is income and growth. This investment objective is a risk-averse balanced approach that emphasizes a stable and substantial source of current income and some capital appreciation over the long-term.

Return Objectives The return objective is a nominal fixed rate target of 7.50%.

IV. Asset Allocation Strategy In line with the Endowment's return objectives and risk parameters, the mix of assets should be maintained as follows (percentages are of the market value of the Endowment’s investments):

Asset Class Minimum Target Maximum Benchmark

Large Cap Equity 70.00% 45.00% 50.00% Russell 1000 Small Cap Equity 0.00% 15.00% 15.00% Russell 2000 Core Fixed Income 45.00% 33.00% 30.00% Lehman US Aggregate Bond Index Cash Equivalent 7.00% 7.00% 15.00% Citigroup 3-month T-bill

Asset Class Totals Minimum Target Maximum

Total Equity 50.00% 60.00% 60.00% Total Fixed Income 20.00% 33.00% 25.00% Total Cash Equivalents 7.00% 7.00% 15.00%

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Rebalancing Procedures The allocations to each asset class and to investment styles within asset classes are expected to remain stable over most market cycles. Since capital appreciation (depreciation) and trading activity in each individually managed portfolio can result in a deviation from the overall Endowment's asset allocation, the aggregate asset allocation should be monitored; and the Committee may rebalance the Endowment’s assets to the target allocation on a periodic basis. To achieve the rebalancing of the Endowment, the Committee may re-direct contributions and disbursements from individual investment managers as appropriate, in addition to shifting assets from one investment manager to another.

V. Responsibilities of the Investment Managers It is the Committee’s responsibility to select prudent investment managers to manage the assets. Such managers can include regulated banks or insurance companies; mutual funds registered under the Investment Company Act of 1940, or registered investment advisors. With respect to any mutual or other commingled funds that have been purchased by the Endowment, the prospectus or Declaration of Trust documents of the fund(s) will govern the investment policies of those assets. The following guidelines apply to separately managed accounts.

Fiduciary Responsibilities Each investment manager is expected to manage the Endowment’s assets in a manner consistent with the investment objectives, guidelines, and constraints outlined in this Policy Statement and in accordance with applicable laws. This obligation includes discharging responsibilities with respect to the Endowment consistent with "Prudent Investor" standards, and all other applicable fiduciary regulations and requirements.

Each investment manager shall: • Be a bank, insurance company or be registered as an investment adviser under the Investment Advisers Act of 1940 (where applicable); • Maintain adequate fiduciary liability insurance and bonding for the management of this account; and • Acknowledge in writing that it is a fiduciary with respect to the assets under its management.

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Proxy Voting Absent delegation to another service provider, each investment manager is responsible and empowered to exercise all rights, including voting rights, as are acquired through the purchase of securities, where practical. The investment manager(s) shall vote proxies according to their established Proxy Voting Guidelines. A copy of those guidelines, and/or summary of proxy votes shall be provided to the Committee upon request.

VI. Investment Strategy Selection Criteria for Investment Managers Investment managers retained by the Committee should be chosen using the following criteria: • The investment style and discipline of the investment manager; • How well the investment manager’s investment style or approach complements other investment managers in the portfolio; • Level of experience, financial resources, and staffing levels of the investment manager; • How consistent an investment manager is to the style for which they were hired ; • Reasonableness of expense ratios/fees; • Past performance, considered relative to other investments having the same investment objective. Consideration should be given to both consistency of performance and the level of risk taken to achieve results; and • Stability of the organization.

Security Selection/Asset Allocation • Except as noted below, each investment manager shall have the discretion to determine its portfolio's individual securities selection; • The Endowment’s portfolio is expected to operate within an overall asset allocation strategy defining the portfolio’s mix of asset classes. This strategy, described below, sets a long-term percentage target for the amount of the portfolio's market value that is to be invested in any one asset class. The allocation strategy also defines the allowable investment shifts between the asset classes, above and below the target allocations; and • The Committee is responsible for monitoring the aggregate asset allocation, and may direct a re-balancing of assets to the target allocation on a periodic basis.

Diversification Requirements The primary method to reduce risk for the Endowment portfolio is diversification through asset allocation. By allocating assets in different asset classes, the portfolio can reduce risk by avoiding concentration as well as reduce risk through the low-correlation between different asset classes. Each investment manager has discretion with regard to security selection and allocation within its respective portfolio. Unless otherwise noted below, under normal market conditions, each investment manager is expected to be invested consistent with its investment

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style as described in its relevant documentation. During an initial three month period after being retained, the investment manager may hold cash and cash equivalents in larger proportions in order to invest their portfolio on an orderly basis. To minimize the risk of large losses, each investment manager shall maintain adequate diversification in their portfolio subject to the constraints outlined in this investment policy, and in their investment management agreement with the Endowment.

Derivatives and Structured Products The Committee understands that derivatives and structured products can be used to efficiently reduce the risk of the portfolio and to expand the return opportunities. However, when used improperly, they can also increase the risk of the portfolio. Before an investment manager uses any security other than-standard securities (such as: exchange traded common stock; interest bearing bonds and cash equivalents), the security, derivative or structured product must be explained to and approved by the Committee. Derivatives are allowed to hedge an underlying position and may be used to take a long position in anticipation of a cash inflow. Once the cash is used to open a position in the underlying security, the derivative position should be closed out. No derivative or structured product is allowed that will increase the potential for loss greater than that of a long position in the underlying security. Cash and Equivalents The cash allocation will be managed at the portfolio level. Therefore, investment manager are expected to be fully invested in securities. They will have up to three months to allow for an orderly investment of funds.Cash reserves should be held in the custodian’s money market fund, short-term maturity Treasury securities, and insured savings instruments of commercial banks and savings and loans. Transactions that may cause a significant deviation from these investment guidelines should be brought to the attention of the Committee and the consultant by the investment manager prior to execution. Such transactions may be authorized by the Committee if it determines they do not constitute an inappropriate departure from the spirit of this Policy Statement. Similarly, unanticipated market action should also be brought to the attention of the Committee and consultant by the investment manager.

Exclusions The Endowment's assets should not be invested in the following unless agreed to by the Committee pursuant to an approved strategy or specifically approved in writing by the Committee: • Purchases of letter stock, private placements, or direct payments; • Private placement convertible issues, also known as "144A" convertible securities; • Commodities transactions unless by managers approved for that strategy; • Purchases of real estate, oil and gas properties, or other natural resources related properties with the exception of Real Estate Investment Trusts or securities of real estate operating companies;

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• Investments by the investment manager in their own securities or of their affiliates, or subsidiaries (excluding money market or other commingled funds as authorized by the Committee ); and • Any other security transaction not specifically authorized in this Policy Statement. Each investment manager's responsibility shall be to seek to obtain best execution for the Endowment.

VII. Constraints

Time Horizon The time horizon is infinite.

Liquidity Requirements and Spending There is a low liquidity need. There should be liquid assets of 7.0% of total assets maintained. The Endowment has spending policy that is a fixed spending rate of 5.0% . Estimated annual cash inflows are $1,000,000. Estimated annual cash outflows are $2,500,000. Spending should come from unallocated cash, then from securities in order of liquidity upon recommendation of investment manager.

Tax, Legal / Regulatory and Unique Considerations The Endowment is not subject to federal or state income taxes. The Endowment is subject to Unrelated Business Taxable Income.

The Endowment is subject to the following regulation(s): Uniform Management of Institutional Funds Act unless superseded by Uniform Prudent Management of Institutional Funds Act.

VIII. Performance Evaluation As noted above, the consultant should be retained to provide quarterly performance measurement reports and the Committee should monitor the Endowment's performance on a quarterly basis. The Committee will evaluate the Endowment's success in achieving the investment objectives outlined in this Policy Statement over a three- to five-year time horizon and a full market cycle. The Endowment's (and investment managers’) performance should be reported in terms of rate of return (time-weighted and dollar-weighted) and changes in dollar value. At the time of retention, the Committee and investment manager(s) will agree to appropriate benchmark(s). The returns should be compared to these appropriate market indexes for the most recent

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quarter and for annual and cumulative prior time periods. The Endowment’s asset allocation should also be reported on a quarterly basis. Risk as measured by volatility, or standard deviation, should be evaluated after twelve months of performance history have accumulated. An attribution analysis should also be performed by the consultant to evaluate how much of the Endowment's investment results are due to the investment managers’ investment decisions, as compared to the effect of the financial markets. This analysis will use the policy index as the performance benchmark for evaluating both the returns achieved and the level of risk taken for the total portfolio and the individual investment managers.

IX. Guidelines for Corrective Action The Committee recognizes the importance of a long-term focus when evaluating the performance of investment managers. The Committee understands the potential for performance over short-term periods to deviate significantly from the performance of representative market indexes. The Committee will not, as a rule, terminate an investment manager on the basis of short-term performance. If the investment manager is sound and is adhering to its investment style and approach, the Committee will allow a sufficient interval of time over which to evaluate performance. The Committee expects that the consultant will provide guidance to help it determine an appropriate length of time. The investment manager’s performance will be viewed in light of the firm’s particular investment style and approach, keeping in mind at all times the Endowment’s diversification strategy as well as the overall quality of the relationship. The Committee, however, may require an extra level of scrutiny, or consider termination, of an investment manager based on factors such as: • Any material event that affects the ownership or capital structure of the investment management firm, or the management of this account; • Any legal or regulatory action taken against the manager; • Any material servicing deficiencies, including a failure to communicate in a timely fashion significant changes as outlined in Section X of this investment Policy Statement; • Violation of the terms of the contract or changes to agreed upon services without prior written approval of the Committee; • Significant style drift from the intended investment style that the manager was engaged to implement; • Lack of diversification.

The investment manager may be replaced at any time as part of an overall restructuring of the portfolio or any other reason whatsoever.

X. Meetings and Communications • As a matter of course, each investment manager should promptly communicate to the Committee and the Endowment’s consultant any material changes in the investment manager's outlook, investment policy, and tactics.

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• Each investment manager should be available on a reasonable basis for telephone communication when needed. • Any material event that affects the ownership of each investment management firm, any brokerage affiliation of such firm, its key investment personnel, or its management must be reported promptly to the Committee and the Endowment’s consultant. • The Committee should obtain and review written performance measurement reports not less than quarterly. • The consultant should generally meet with the Committee in person annually.

This Policy Statement is intended to be a summary of an investment philosophy that provides guidance for the Committee and other parties responsible for the management of these assets. It is understood that there can be no guarantees about the attainment of the goals or investment objectives outlined here. As noted previously, this Policy Statement was prepared based on the information provided in the Merrill Lynch Investment Policy Statement Service Questionnaire. It is the Committee’s responsibility to provide all the necessary and relevant information for its preparation and the Policy Statement should be reviewed periodically to ensure that it is accurate and complete. It should be understood that any changes to this information would significantly impact this Policy Statement.

XI. Approval This Policy Statement has been prepared for the review and approval of the Board of Directors. It is recommended that the Endowment’s other professional advisors, such as an attorney, actuary, and/or accountant, review the Policy Statement. These professionals should be called upon by the Board of Directors to check relevant documentation, particularly in the case of trusts or retirement plans or where there are legal constraints or prohibitions that impact theEndowment’s investment portfolio. The review and approval of the Policy Statement is the ultimate responsibility of the Board of Directors. Upon final approval by the Board of Directors, the Policy Statement should be sent to the Endowment’s investment managers. It is the Endowment’s responsibility to confirm the investment manager’s acceptance of the Policy Statement, and it is the investment manager’s responsibility to adhere to the Policy Statement in managing the Endowment’s account. It is understood that this Policy Statement is to be reviewed periodically by the Endowment to determine if any revisions are warranted for any reasons including changing circumstances such as, but not limited to, changes in financial status, risk tolerance, or changes involving the Investment Managers.

______By:______CEO Date

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