Advice and Guidance Services Profiling. Your financial advisor will gather from you important financial and personal information that will be used as a basis for advice and guidance about how to manage your Account or Accounts. You may have more than one Account enrolled in the Program. You may choose to organize your investments in a single Account or as a group of Accounts. We refer to that single Account and those grouped Accounts as a “Portfolio” or “Portfolio Group.” You have the option to create multiple Portfolios or Portfolio Groups.
A grouping of accounts into a Portfolio Group may only be implemented with Accounts enrolled in the Program.
Setting a Target Asset Allocation. For each Portfolio, your financial advisor will work with you to determine an appropriate target asset allocation (Target Asset Allocation), taking into account:
• Your risk tolerance for the Portfolio assets (your tolerance for potential loss of some or all of the assets in your Portfolio in exchange for greater potential returns).
• Your time horizon (determined by how long you expect to invest in order to achieve your investment objectives). The risk tolerance and time horizon you designate for the Portfolio, along with other information, including your investment objectives, goals, and preferences, are used to determine the types of investments and Program Strategies to recommend to you for your Portfolio. Any changes to your risk tolerance or time horizon may lead to a different recommended Target Asset Allocation and potential changes to the strategies and investments in a Portfolio. It is your responsibility to ensure that the information you provide is complete and accurate and to notify your financial advisor promptly of any changes so that your financial advisor will be better able to make appropriate recommendations.
Target Asset Allocation Categories. In general, the Target Asset Allocation categories we have established for the Program are:
• Conservative
• Moderately Conservative
• Moderate
• Moderately Aggressive
• Aggressive
• Equity-Focused
• Fixed Income-Focused
• Alternative Investment-Focused
• Custom Allocation A description of each of these categories is in the Glossary under the term “Target Asset Allocation.” Each of these categories have associated asset class allocation ranges. The associated allocation ranges and our method of monitoring activity may change from time to time and without prior notice to you. Our more conservative Target Asset Allocations typically recommend a greater percentage of your assets be allocated to the fixed income and cash asset classes, rather than to the equity asset class. Our more aggressive Target Asset Allocations typically recommend a greater percentage of your assets be allocated to the equity and Alternative Investment asset classes, rather than to the fixed income and cash asset classes.
The Equity-Focused, Fixed Income-Focused and Alternative Investment Focused Target Asset Allocation categories allow you to orient your Portfolio towards that type of asset class and get more significant exposure to that asset class than is suggested by the target asset allocation ranges that we have set in other Target Asset Allocation categories. These Target Asset Allocations provide less diversification and therefore greater risk than the other Target Asset Allocations.
Under certain circumstances and at our discretion, we may offer you the ability to set a Custom Allocation. The custom allocation will not necessarily align with the target asset allocation ranges that we have set for our other Target Asset Allocation categories or be consistent with the target asset allocation guidance and recommendations made by us through our Chief Investment Office (). Any such custom allocation will have degrees of risk.
CIO Monitoring Adherence to Target Asset Allocation. The assets comprising the Portfolio taken together should be aligned to the designated Target Asset Allocation for the Portfolio. On a periodic basis, we will monitor the assets in each Portfolio against the applicable Target Asset Allocation within certain parameters. If you create a Portfolio Group with multiple Accounts, we will monitor the assets in that Portfolio Group to the Target Asset Allocation of that Portfolio Group within certain parameters. If there is a prolonged misalignment, we may ask you to take action in order to remain in the Program, including rebalancing, changing your investments or updating your risk tolerance or time horizon to fall within Program guidelines.
Ability to Establish Multi-Client Portfolio Groups. As an additional feature of the Program, you may choose to group one or more of your Accounts with the accounts of other Program clients into one or more Portfolio Groups in order to pursue a common goal. For this grouping to be effective, each client in the multi-client Portfolio Group must execute a written letter of authorization that will set forth your and the other group members’ instructions on grouping and the terms and conditions associated with setting up a multi-client Portfolio Group.
You continue to own the assets held in your Account within the multi client Portfolio Group and none of the other clients in the Portfolio Group can make any changes to or direct your Advisor to take any action in your Account. Each of the Accounts in the multi-client Portfolio Group will incur its own fees, trading or other costs for activity occurring in the respective Account. We may terminate our willingness to allow the multi-client Portfolio Group at any time upon written notice to you.
By setting up a multi-client Portfolio Group, you authorize us to share information about your included Account with the other clients participating in that Portfolio Group. We will not be responsible for any loss or expense arising out of the action of creating the multi-client Portfolio Group, the sharing of information or for any act (or failure to act) by you or the other clients with respect to any decisions, changes or instructions to be made or given for a multi-client Portfolio Group.
Program Guidelines. We have established certain guidelines relating to the management of assets in the Program, including as to Target Asset Allocation guidelines, which may restrict or limit the activity in your Account or Portfolio. The Program guidelines may change at our discretion or be waived under certain circumstances for certain clients. You may be notified if your investment activity or holdings in an Account or a Portfolio deviate from our internal guidelines and action may be required to comply with these guidelines. If you decide not to take the requested action, we may terminate the Account (or the Account that is part of a Portfolio Group, if applicable) from the Program. Taking this action will convert the Account or Accounts to a brokerage or other account type.
Our supervision and monitoring do not substitute for your own continued review of your Program assets and the performance of your investments in your Portfolio. You are responsible for reviewing the Program communications, including performance reports, trade confirmations and monthly account statements that we send to you. If you identify any discrepancies or inaccurate information, you should promptly report them to your financial advisor.
Treatment of Cash Balances in your Account While enrolled in the Program and subject to Program guidelines, your Account will have an allocation to cash balances. This allocation can result from your and/or your Advisor’s decision to keep a cash balance for various purposes, such as your cash needs, market conditions or as a way to fulfill your cash allocation target. If your Account invests in a managed investment strategy, the allocation can result from the investment manager’s decision to keep a cash balance for operational and/or investment purposes as part of the investment strategy. This decision is based on a number of factors, including the nature of the investment strategy being implemented, the types of investments being purchased for the strategy and the circumstances relating to the trading for those securities, market conditions as well as for trade execution facilitation, meeting operational Investment Advisory Program Brochure | 7IAPB-032024 THE PROGRAM STRA TEGY OPTIONS contingencies and having funds available to pay the monthly fee charged for Program Services without generating trade activity in the Account. In certain circumstances, including periods of volatile or uncertain market conditions, any cash allocation may comprise all or a substantial portion of your Account assets based on, for example, concerns about the market or a decision to pursue a defensive investment strategy.
Your Account’s uninvested cash balance is automatically swept with your consent to a cash sweep option for your Account under the terms of your underlying brokerage account agreement (Cash Sweep Program). The available automatic cash sweep options under the Cash Sweep Program vary based on the Merrill account type and other criteria, such as citizenship, residency status and jurisdictional restrictions. Not all Merrill account types have the same cash sweep option or can enroll in the Program.
Except as described below for certain qualified retirement plan account types, the only automatic cash sweep option currently available for Merrill account types eligible for enrollment in the Program is the Merrill Lynch Bank Deposit Program ( Program) and, for retirement accounts, the Retirement Asset Savings Program (). Non- citizens who are not residents of the United States have access to the Program or the International Bank Variable Rate Deposit Facility ( Facility). The Program, and the Facility provide for an automatic sweep of cash balances to bank deposits with and other banks affiliated with us (Bank Affiliates).
BANA IBVRDRASP MLBDIBVRD MLBD U.S.RASP MLBD For certain qualified retirement plan account types eligible for enrollment in the Program (i.e., Retirement Cash Management Account and self-directed brokerage Accounts), the accountholder selects either: (1) the Program; (2) the Insured Savings Account Program ( Program), a bank deposit program with our Bank Affiliates and unaffiliated banks; and (3) certain money market mutual funds (money market funds). Certain other Merrill account types for qualified retirement plans eligible for enrollment in the Program only have the automatic cash sweep option of a money market mutual fund. The trust management account type which is eligible for enrollment in the Program (TMA) over which BANA provides various investment and trust-related services has its own automatic sweep options which include bank deposits at Bank Affiliates, the Program and certain money market mutual funds.
ISA ISA MLBD Please refer to your account agreement and related disclosures for additional information regarding the automatic sweep options for your type of account. The Sweep Program Guide for Merrill Clients , which can be found on mymerrill.com , provides an overview of the automatic cash sweep options and how they work and a chart of automatic cash sweep options by Merrill account type. Please refer to your trust agreement and/or Brochure for additional information regarding the automatic sweep options for your Account. You can obtain a paper copy of these disclosures from your Advisor or .MFSA TMA TMA The current rates and yields for the cash sweep options are available at mymerrill.com and from your Advisor or . Your cash and cash alternatives in all Accounts are subject to the Program Fee. MFSA Any cash balances you hold as part of your Account assets can be invested in cash alternatives available through the Program. These investment products include money market mutual funds (money market funds) and a deposit product (Preferred Deposit product), which is available as an investment option for certain Program Strategies if the initial deposit minimum is met. You can also talk to your Advisor about investing cash balances in other cash management investments, like brokered certificates of deposit, short-term Treasuries and other governmental securities and fixed income securities, for example.
BANA You can elect to hold any cash balances in an account that is not enrolled in the Program (i.e., a brokerage account or bank account), and avoid the Program Fee, but you will not receive the Program Services with respect to cash held outside a Program Account.
We discuss the treatment of cash balance and other considerations relating to cash in various parts of this Brochure, including: (1) Item 4 at the sections “Brokerage, Banking-Related and Custodial Arrangements and Services— Cash Sweep Program and other Banking-Related Services,” “The Program Fee and other Charges—How the Program Fee is Charged,” and “Funding and Operation of Accounts—Cash Balances and the Cash Sweep Program” and (2) Item 9 at the sections “Compensation, Conflicts of Interest and Material Relationships—Cash Sweep Program Compensation Received by Us and Our Affiliates” and “Participation or Interest in Client Transactions and Conflicts of Interest—Cash Balances and the Cash Sweep Program.” Investment Strategy Services Available Overview and Program Strategy Types Your Advisor or will work with you to determine how to invest and manage the assets in your Account. The Program currently offers six types of Program Strategies which provide differing investment approaches or methods: MFSA Managed Strategy — selection of a single managed investment strategy (Style Manager Strategy) constructed by Merrill or third-party investment managers for the Account. Custom Managed Strategy — construction and implementation of a custom investment portfolio that combines Style Manager Strategies and/or mutual funds and exchange-traded funds () in the same Account. ETFs Premium Access Strategy— selection of an investment strategy for an Account constructed and implemented by a third-party investment manager under the terms of a separate contract entered into between you and the investment manager (a dual contract strategy).
Defined Strategy — investment portfolios of individual securities created and managed by your Advisor (or a designated Advisor) on a discretionary basis based on a specified investment approach for the Account. Personalized Strategy with Advisor Discretion — investments in individual securities determined by your Advisor based on your delegation of discretion to your Advisor for the Account. Personalized Strategy with Client Discretion — investments in individual securities with the advice and guidance from your Advisor where you retain investment authority. The Program Strategies are generally differentiated by the way we deliver our advice to you and the investments we make available. If you wish to use multiple Program Strategies for your assets in the Program, you will be required to open a separate Account for each Program Strategy.
Please note the following about the Program Strategy options:
• If you work with an Advisor, you will be able to select from all the different Program Strategy types so long as your Advisor is eligible under our current internal policies.
• Certain Advisors may not offer, or be eligible to offer, all of the Program Strategy types or the full suite of investment securities and solutions available in the Program.
• If you work with an , you will only be able to select the Managed Strategy option for your Account. In addition, not all Style Manager Strategies available in the Program can be offered to Accounts covered by an .MFSA MFSA
• You select for your Account the type of Program Strategy that is designed to be most consistent with your investment objectives and approach.
• You must meet the eligibility requirements to select the Premium Access Strategy option.
• You select the ‘Authority’ type for your Account. ‘Authority’ refers to the authority to make certain investment and/or trading decisions with Investment Advisory Program Brochure | 8IAPB-032024 respect to the assets in your Account as described in this Brochure.
• If you want to retain a certain level of investment discretion over your Account, the following Program Strategy types require that you exercise investment discretion (Client Discretion Authority): – Managed Strategy, where you will select the Style Manager Strategy for your Account. – Custom Managed Strategy with Client Discretion, where you will select the Style Manager Strategy or Strategies, individual mutual funds and/or for your Account. ETFs – Premium Access Strategy, where you will select the PAS Style Manager Strategy for your Account. – Personalized Strategy with Client Discretion, where you must authorize the purchase and sale of individual securities in your Account.
• If you prefer to have your Advisor exercise investment discretion over your investments (Advisor Discretion Authority), you can delegate to an Advisor the Authority to take certain actions without prior notice to you.
Your Advisor and any members of his or her team exercise discretion over investment selections and decisions made in your Account. In addition, you may also select an investment strategy constructed and managed by an Advisor who is not your Advisor or part of your Advisor’s team.

• The following Program Strategy types offer Advisor Discretion Authority: – Custom Managed Strategy with Advisor Discretion, where your Advisor will select the Style Manager Strategies, individual mutual funds and/or for your Account. ETFs – Defined Strategy and Personalized Strategy with Advisor Discretion, where your Advisor will select the investments for your Account.
• The Managed Strategy and Premium Access Strategy options are currently only offered with Client Discretion Authority, where you select the Style Manager Strategy and Style Manager Strategy. PAS
• The Program provides access to different types of investment securities but not all investment securities are available in each Program Strategy option.
• The assets in your Portfolio can be allocated to cash at various amounts for one or more investment and/or operational purposes at the same or different times as described throughout this Brochure.
• We determine the manner and extent to which Program Strategies, different investment securities and managed investment strategies are made available to clients through the Program, including when they may no longer be offered.

• We may add to or make changes to the Program Strategy options available in the Program at our discretion and, under certain circumstances, we may take action to change the Program Strategy type for your Account prior to receiving your authorization. In such case, we will endeavor to choose a replacement Program Strategy type or investment solution with an investment style that is consistent with the investment strategy being replaced. The replacement may be subject to higher fees than you had been paying. If you do not instruct us to the contrary, your continued participation in the Program after any such replacement or other action will be your consent to the action. We will take this outlined action regardless of the Authority that you have chosen for your Program Strategy.

• Your Advisor or may offer the same or similar investment strategy and investment solutions available in the Program to different clients depending on client preferences, investment restrictions, tax considerations and other factors and they may agree to a different fee.
MFSA Ability to Request Reasonable Investment Restrictions For Program Strategy Options Other than the Premium Access Strategy Option. In the Program, you may request that we impose certain investment restrictions on the management of your Program assets for your Account for these Program Strategy options. For a restriction to be acceptable under the Program, it must first be determined to be “reasonable” by us (a Reasonable Investment Restriction).
Please note that Reasonable Investment Restrictions will not apply to securities that are part of a mutual fund, an , an Alternative Investment Fund or any other type of pooled vehicle purchased for your Portfolio.
ETF For Accounts in Managed Strategies and Custom Managed Strategies, will determine whether a restriction request is reasonable and how to allocate investments based on an accepted Reasonable Investment Restriction. As part of Reasonable Investment Restriction process, you can request that implement investment screens to cover investments in companies in certain sectors or industries or securities that have certain credit ratings, maturities and state preferences. These screens can also include those companies deemed to have certain environmental, sustainability and governance () characteristics. relies on analyses by third-party providers of , social, sector and industry data and screens and neither nor its Affiliates conduct an independent review of the underlying nature of the companies’ businesses orcharacteristics. ESG MAA ESG MAAESG MAA MAA’s MAA We will allocate the assets that would have been invested in the security impacted by the Reasonable Investment Restriction in one of the following ways: (1) pro-rata across other investments held in the Portfolio or that are part of the Style Manager Strategy; (2) using one or more replacement securities which could include ; and (3) remaining uninvested in cash.
For Personalized Strategies and Defined Strategies, the Advisor managing the Account with this Program Strategy type will make the determination of whether a restriction request is reasonable and how to allocate investments based on an accepted Reasonable Investment Restriction.
ETFs If accepted, the Reasonable Investment Restrictions that Merrill or are responsible for managing or implementing in your Account will be included in periodic Program communications and will be applied until: (1) you take action to change, withdraw or waive the restriction or (2) we determine that it is no longer a Reasonable Investment Restriction based on factors we deem relevant in our discretion, including for example, the level of the security holding percentage in the Style Manager Strategy, our ability to implement the restriction in our systems, changes in the security identifier or symbol, corporate action events, or otherwise.
MAA You may request to have different investment restrictions applicable to each of your Accounts. If you authorize a solicited or unsolicited purchase of a security covered by a Reasonable Investment Restriction, your trade authorization will be considered a waiver by you of the Reasonable Investment Restriction for that trade in that Account.
We reserve the right to modify our practices regarding investment restrictions in our sole discretion at any time without notice. Further, we reserve the right to deem any requested investment restriction to be unreasonable and to not accept the requested investment restriction. If one or more investment restrictions are determined to be unreasonable, the restriction will not be applied and you should consider whether to remain in the Program or consider other investment strategies.
If you elect to impose Reasonable Investment Restrictions, you accept any effect that such Reasonable Investment Restrictions may have on the investment performance and diversification of your Account. The performance of an Account with a Reasonable Investment Restriction will differ from, and may be lower than the performance of, an Account without such restrictions. In addition, your decision to impose a Reasonable Restriction that alters the allocation of any Style Manager Strategy or strategy being implemented in a Defined Strategy or that results in a replacement security exposes you to additional (and potentially unforeseeable) risks that are inconsistent with the objective of your investment strategy.
For the Premium Access Strategy Option. For an Account where you have selected the Premium Access Strategy option, you may request that the investment manager with whom you have entered into a separate contract for the provision of investment management and advisory services apply certain investment requirements, instructions or guidelines or follow Investment Advisory Program Brochure | 9IAPB-032024 MANAGED STRA TEGY an investment policy statement. See “Premium Access Strategy as a Program Strategy Option” below. Managed Strategy as a Program Strategy Option Nature of the Program Strategy and Investment Options. Under this Program Strategy type, you have the ability to select a single managed investment strategy (Style Manager Strategy) for your Account. A Style Manager Strategy includes specific securities, other Style Manager Strategies and cash and/or cash alternatives (referred to as a cash allocation). The investment manager (Style Manager) of the Style Manager Strategy constructs, implements and/or manages its respective managed portfolios and determines the asset classes, security holdings and weightings in the Style Manager Strategy, including any cash allocation. The cash allocation is held as a cash balance, invested in cash alternatives such as money market funds available for the Program through your Account or a combination of both approaches. If no action is taken by a Style Manager, cash balances will automatically be swept under the Cash Sweep Program.
For the Managed Strategy option, you select the Style Manager Strategy that you want to have implemented in your Account. Any changes to the Style Manager Strategy for your Account will require your consent because you retain Authority over the Style Manager Strategy to be chosen for the Account (Client Discretion Authority). At its discretion, Merrill may offer the Managed Strategy type with the Advisor Discretion Authority. When available, by selecting this option, you would authorize us or your Advisor to change the Style Manager Strategy for the Account without your consent.
Both Advisors and can work with Accounts that have selected this Program Strategy option butcan only offer a subset of the Style Manager Strategies available. MFSAs MFSAs Style Managers. The Style Manager can be a third-party investment manager, Merrill, or a Related Style Manager. A Related Style Manager is one that is a Merrill Affiliate, an Affiliate of Corp. or an entity in whichCorp. or its Affiliate has a material ownership interest (Related Entity).
BofA BofA MAA Depending on the particular Style Manager Strategy, the Style Manager can:
• Provide investment recommendations to in the form of model portfolios and investment guidelines and instructions (a model-based Style Manager Strategy). MAA
• Manage and implement its recommendations for the investment portfolio on a full or partial basis (a discretionary Style Manager Strategy and the Style Manager being referred to as a Discretionary Manager).

• Manage a direct indexing or tax efficient management investment strategy by exercising full investment discretion and providing with its investment directions which involves investing in a selected market index, engaging in opportunistic selling of securities with a loss, investing proceeds in strategy-aligned replacement securities and taking other tax loss harvesting approaches (a Direct Indexing/ Style Manager Strategy and the Style Manager being referred to as a Direct Indexing/ Style Manager).TEM TEM MAA A Style Manager can have Style Manager Strategies in our Program that are model-based, discretionary and/or Direct Indexing/ Style Manager Strategies. A Style Manager can also be considered a Manager and offer Style Manager Strategies. See “Premium Access Strategy as a Program Strategy Option” below.
PAS PAS TEM A Style Manager will not ordinarily know your identity and you will not enter into a separate investment advisory agreement with a Style Manager in order to select a Style Manager Strategy for your Account. Under the Agreement, you have authorized and directed to provide any necessary information about you to a Style Manager as needed to provide the Program Services to you in the Program.
MAA Each third-party Style Manager has filed its own Form Part 2A brochure (available on ADV adviserinfo.sec.gov ) or has an equivalent document that describes their strategy and role. It also makes available Form Part 2B-Brochure Supplements for its investment professionals providing portfolio management services for the Style Manager Strategies. We provide these materials to you by accessing ADV mymerrill.com/ADV/materials .
Style Manager Strategies. Each Style Manager Strategy available in the Program has been identified by us and approved for the Program. As a general matter, we decide whether to make available or remove particular Style Manager Strategies from the Program based on a variety of factors.
These factors include client needs, available investment styles, platform capacity and client demand. We also consider the outcome of due diligence and evaluation reviews conducted by ouror conducted by third parties subject to our supervision. For more information, see “Item 6 Portfolio Manager Selection and Evaluation—Selection and Review of Style Manager Strategies and -Reviewed Funds Available in the Program.”CIO CIO As of March 2024, over 800 separate Style Manager Strategies are available under the Program. They cover equity, fixed income and hybrid investment strategies and styles. Approximately 385 of these Style Manager Strategies are available to you when you work with an . You can view a list of the Style Manager Strategies available under the Program at MFSA mymerrill.com/ ADV/materials or obtain a copy from your Advisor or. Those Style Manager Strategies that are available when working with anare individually designated. The Style Managers, the Style Manager Strategies and the eligibility rules relating to offering these Style Manager Strategies are subject to change in our discretion at any time without notice.
MFSA MFSA Cash Balances for a Style Manager Strategy. A Style Manager Strategy includes a cash allocation for operational and implementation and/or investment purposes as directed by the Style Manager. The cash allocation will be higher at certain times depending on the nature of the Style Manager Strategy, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation may comprise all or a substantial portion of your Account assets based on, for example, the Style Manager’s concerns about the market, a decision to pursue a defensive investment strategy or for cash management purposes.
Some types of Style Manager Strategies include investments that take an extended period of time to purchase due to the types of securities, their availability in the market and selection criteria. Until invested, the cash for these investments is typically held in the Cash Sweep Program or invested in cash alternatives or other investment products as determined by the Style Manager as a temporary investment pending purchase of the individual security.
Types of Style Manager Strategies and Authority. There are different types of Style Manager Strategies available in the Program for clients who have selected the Managed Strategy type or the Custom Managed Strategy type for their Account. For a model-based Style Manager Strategy, the Style Manager provides advisory services under an agreement with by furnishing to investment recommendations for the Style Manager Strategy in the form of model portfolios or other investment guidelines and/or instructions.
will generally implement the Style Manager’s recommendations without change, subject to the application of any Reasonable Investment Restrictions accepted by, cash commitments and other operational or investment considerations, including frequency of rebalancing. may determine, in light of operational or investment considerations in its sole discretion, to deviate from the model portfolio on a limited basis (i.e., to select another security or increase the cash allocation within a model portfolio).
MAA MAA MAA By selecting a model-based Style Manager Strategy, as provided in the Agreement, you grant investment discretion and trading authority for investments occurring in that Style Manager Strategy. Through that discretion, we will have complete and full trading authority to invest, MAA Investment Advisory Program Brochure | 10IAPB-032024 - reinvest, purchase, sell, exchange, convert and otherwise trade assets, without any prior notice. This authority will remain in place until we have received and accepted instructions to either change the Style Manager Strategy or terminate the Account from the Program. Certain Style Managers with model-based Style Manager Strategies may place trades themselves after consulting with. In this case, you grant the Style Manager trading authority on a partial basis for certain investments. In these situations, the Style Manager is considered a Discretionary Manager.
MAA For a discretionary Style Manager Strategy, by agreement with the Discretionary Manager, arranges for investments to be implemented within your Account directly by the Discretionary Manager. It executes trades through Merrill or a Merrill Affiliate or through a broker or dealer other than Merrill or a Merrill Affiliate (an Unaffiliated Trade Counterparty).
does not exercise investment or trading discretion or responsibility for implementing investment or trade execution decisions other than enforcing any Reasonable Investment Restrictions in your Account.
and Discretionary Managers may use different vendors and/or providers in considering whether restrictions requested by clients are reasonable.
MAA MAA MAA By selecting a Style Manager Strategy with a Discretionary Manager for an Account, as provided in the Agreement, you grant the Discretionary Manager investment discretion and trading authority for investments occurring in the Style Manager Strategy in the Account. Through that discretion, the Discretionary Manager will have complete and full trading authority to invest, reinvest, purchase, sell, exchange, convert and otherwise trade assets, without any prior notice. This authority will remain in place until we have received and accepted instructions to either change the Style Manager Strategy or terminate the Account from the Program.
For a Direct Indexing/ Style Manager Strategy, the Direct Indexing/ Style Manager provides to its investment decisions and related transaction orders that it determines meets the objective of its Direct Indexing/ Style Manager Strategy. By selecting this type of managed strategy, as provided in the Agreement, you grant the Style Manager investment discretion for investments and you grant full trading authority for implementing the investment directions of the Style Manager.
Through its trading authority,will invest, reinvest, purchase, sell, exchange, convert and otherwise trade assets without any prior notice.
This authority will remain in place until we have received and accepted instructions to either change the Direct Indexing/Style Manager Strategy or terminate the Account from the Program. will implement any Reasonable Investment Restrictions and manage cash commitments and other considerations within the Account. The foregoing information about the role of and its Authority does not apply to a Direct Indexing/ Style Manager Strategy. See “Premium Access Strategy as a Program Strategy Option” below.
TEM PASMAA MAA TEM MAA MAA TEM MAATEM TEM Any tax efficient management activities or loss harvesting that takes place in the Direct Indexing/ Style Manager Strategy will only take into consideration the investments and trading activity in the Account holding the Direct Indexing/Style Manager Strategy. There are other risks and limitations associated with investments in these types of Style Manager Strategies. See “Item 4 Tax Matters” below and the description of the Direct Indexing/ Style Manager Strategy in the respective Profile.TEM TEM TEM Use of Manager-Related Funds in a Style Manager Strategy. A Style Manager may construct or provide model recommendations for a Style Manager Strategy that utilizes Funds, which are defined as investment securities of registered or unregistered investment companies or pooled vehicles such as mutual funds, money market funds, Offshore Funds, closed-end funds, , hedge funds, real estate investment trusts, business development companies, interval funds and any other pooled investment vehicle (Funds). These Funds may include those that are sponsored or advised by the Style Manager or its Affiliates (Manager-Related Funds).
ETFs Certain of these Manager-Related Funds are designed to only be utilized in wrap fee programs like the Program, have no internal advisory or distribution fees (but do have certain ongoing expenses) and may not be held outside of the particular Style Manager Strategy. The Style Manager typically views these as an integral part of its investment strategy with no appropriate substitutions that can be utilized as replacements. Therefore, we do not decide whether this type of Manager-Related Fund should be removed or replaced through redemptions from the Style Manager Strategy or the Program. implements the investment advice from the Style Manager as to the inclusion of these types of Manager-Related Fund in model-based Style Manager Strategies without change other than as a result of withdrawal requests and rebalancing. Merrill does consider whether the Style Manager Strategy uses these types of Manager-Related Funds as one of the factors in deciding whether to make available or remove particular Style Manager Strategies from the Program.
MAA To the extent that a Style Manager utilizes a Manager-Related Fund that is charged a fund management fee by the Style Manager or its Affiliate, Merrill will work with the Style Manager to provide a rebate of the fund management fees paid in respect of the Manager-Related Fund holdings as against the Style Manager Fee. See “Item 4 Funding and Operation of Accounts—Holding Funds in your Account” and “Item 9 Compensation, Conflicts of Interest and Material Relationships—Affiliated Investments of a Style Manager or a Manager.”PAS Style Manager Strategy Fees. For certain Style Manager Strategies, you will pay a Style Manager Fee as part of your Program Fee, which will be used to compensate the Style Manager. Any fee paid to a Style Manager will vary depending on, among other factors, the particular investment style or approach and the type of securities included in the investment strategy.
Certain third-party Style Managers have Style Manager Strategies for which they do not charge a Style Manager Fee. They (or their Affiliates) receive compensation in connection with investment strategies, mutual funds and/ or they include in the particular Style Manager Strategies for which they and/or their Affiliates serve as the investment manager.
ETFs Certain of the Style Manager Strategies for which Merrill,or a Related Style Manager serves as the Style Manager do not have a Style Manager Fee. There are, however, Related Style Manager Strategies where a Style Manager Fee is charged. In addition, there are Merrill-constructed Style Manager Strategies that contain an allocation to a third-party Style Manager Strategy or a Related Style Manager Strategy where you will be charged a pro rata portion of the Style Manager Fee rate that is payable to the third party Style Manager or Related Style Manager.
MAA We reserve the right, with prior written notice, to charge a Style Manager Fee for any Merrill or Style Manager Strategies or for any Related Style Manager Strategies. MAA Profiles. We make available information about each Style Manager Strategy through a document known as a “Profile.” The Profile will describe the relevant objectives, styles and risks of the particular strategy. It will also describe the roles of the Style Manager and in implementing the Style Manager Strategy. The Profile will include performance history and data as indicated in the Profile. For model-based and Direct Indexing/ Style Manager Strategies that are implemented by , the Profile will include actual composite performance data developed byin its implementation of the Style Manager Strategy. Where thecomposite data is not available in order to present ten years of performance history, the Profile may include composite performance data provided by the Style Manager related to its implementation of the Style Manager Strategy with Program Accounts as well as non-Program accounts that the Style Manager manages. For Discretionary Style Manager Strategies, the Profile will include performance history and data developed by the Style Manager for the Strategy that is provided to Merrill by the Discretionary Manager.
MAA MAA MAATEM MAA Style Managers have the obligation to establish and maintain each Style Manager Strategy in the manner generally described in the then-current Profile and to provide us notice on a timely basis of any changes made.
We cannot guarantee the accuracy or consistency of the information contained in the Profiles but we obtain periodic confirmations from the Style Managers to help us confirm they continue to be materially accurate and complete.
Investment Advisory Program Brochure | 11IAPB-032024 CUST OM MANAGED STRA TEGY MAA’s Role and Authority. M AA has authority to make certain investment and trading decisions including:
• Implementing, as applicable, the model-based recommendations of the Style Manager for a model-based Style Manager Strategy, including by investing the initial and any subsequent cash deposited in the Account into the securities that are recommended as part of the model-based Style Manager Strategy.

• Implementing investment decisions and related trade orders for Direct Indexing/ Style Manager Strategies as directed by the Style Manager, including by investing the initial and any subsequent cash deposited in the Account into the securities that are recommended as part of the Direct Indexing/ Style Manager Strategy.TEM TEM
• Processing all contributions, withdrawal requests and Account terminations.
• Periodically rebalancing the Account or making the determination not to engage in rebalancing transactions.
• Implementing your Reasonable Investment Restrictions, if any.
• Implementing your tax-selling instructions, if any.
• Implementing Overlay Services (discussed below in “Optional Account Services” section) if this service has been selected by you for the Account. TEM MAA will arrange for trades to be executed through Merrill or a Merrill Affiliate or through an Unaffiliated Trade Counterparty. In its discretion and subject to legal requirements, it may utilize its Affiliates and third party vendors for investment, trading and administrative support, including in connection with making determinations as to whether restrictions requested by clients are reasonable.
Merrill and are authorized and directed by you to sell promptly any investments you contribute that are not eligible or not acceptable for a Program Service or a Style Manager Strategy. We will not act as an investment adviser in connection with these transactions.
MAA Certain Style Manager Strategies have target allocations and are subject to automatic rebalancing on a periodic basis. Others are dynamically managed and are not subject to rebalancing. In its discretion, may decide not to process certain rebalancing transactions. Delays in the processing of any rebalancing activities thatundertakes can occur from time to time, based on, among other things, market conditions, illiquid securities or those with limited subscription and redemption schedules, as well as the availability of mutual funds and .ETFs MAA MAA Replacing a Style Manager Strategy. Changes to a previously selected Style Manager or Style Manager Strategy may be made in the following ways: (1) Merrill may terminate a Style Manager or a particular Style Manager Strategy from the Program for any reason; (2) a Style Manager may terminate its participation in the Program or its Style Manager Strategy for any reason, generally with prior notice to Merrill; or (3) you may decide to replace a Style Manager Strategy for any reason. Where Merrill decides to discontinue offering a Style Manager Strategy, close a Style Manager Strategy to new investments and/or additional contributions from existing investors, or require a Style Manager Strategy held by investors to be replaced, is responsible for implementing our decisions and related actions. In such event, Merrill may: MAA
• Replace the identified Style Manager Strategy with another Style Manager Strategy.
• Maintain current positions in the identified Style Manager Strategy and invest any new contributions and sale or redemption proceeds in a replacement Style Manager Strategy.
• Maintain in cash any new contributions or sale or redemption proceeds relating to the identified Style Manager Strategy until a replacement is chosen by us or you direct us to invest in an alternative Style Manager Strategy selected by you.
If you hold the identified Style Manager Strategy, we generally will provide you with notice of any discontinuation, closing or replacement event prior to it taking place. We, however, may provide you with notice of such event after we have already taken action. Having the flexibility to act quickly helps us take action where we believe the replacement and its timing are in clients’ best interest. If we determine to replace the identified Style Manager Strategy, we will endeavor to choose a replacement with an investment style that is consistent with the identified Style Manager Strategy. The replacement may be subject to higher fees than you had been paying. If you do not instruct us to the contrary, your continued participation in the Program after any such replacement or other action will be your consent to the action. We will take this outlined action regardless of the Authority that you have chosen for your Program Strategy.
Registered Fund Prospectus Delivery. When a fund that is registered under the Investment Company Act (Registered Fund) is purchased for an Account that has selected the Managed Strategy, the firm with discretionary Authority in connection with managing the Account (which could be either Merrill, , a Discretionary Manager or a Direct Indexing/ Style Manager, as relevant) is authorized to receive the Registered Fund prospectus in lieu of it being automatically delivered to you. This is because by choosing a Style Manager Strategy, you grant discretionary authority relating to the investments in your Account and authorize such delivery on your behalf in the Agreement. If you would like a copy of the Registered Fund prospectus, you may obtain one by contacting your financial advisor who will arrange for it to be sent to you free of charge. Notwithstanding the foregoing, Merrill may continue to send the Registered Fund prospectus to you in its sole discretion.
TEM MAA Custom Managed Strategy as a Program Strategy Option Nature of the Program Strategy and Investment Options. For a Custom Managed Strategy, you can group one or more Style Manager Strategies (including Related Style Manager Strategies), mutual funds, and/or an allocation to cash and/or cash alternatives (referred to as a cash allocation) together in a single Account.
The cash allocation is held as a cash balance, invested in cash alternatives such as money market funds available for the Program through your Account or a combination of both approaches. We may add or change the types of securities that can be grouped in a Custom Managed Strategy in our discretion.
ETFs MFSAs are not eligible to offer this Program Strategy type. The Style Manager Strategies, mutual funds and that may comprise a Custom Managed Strategy have been identified by us and approved for inclusion in the Program. As a general matter, we decide whether to include or to remove particular Style Manager Strategies, mutual funds and for investment in the Program based on a variety of factors, including client needs, available investment styles, platform capacity and client demand.
For mutual funds and , we also consider the outcome of due diligence and evaluation reviews conducted by the or conducted by third parties subject to our supervision. For more information, see “Item 6 Portfolio Manager Selection and Evaluation—Selection and Review of Style Manager Strategies and -Reviewed Funds Available in the Program.”CIO CIO ETFs ETFs ETFs A Direct Indexing/ Style Manager Strategy and a Style Manager Strategy is not available to be selected in this Program Strategy type. PASTEM Style Manager Strategies. If your Account includes a Style Manager Strategy, the Style Manager constructs, implements and/or manages its respective managed portfolios and determines the asset classes, security holdings and weightings in the Style Manager Strategy. A Style Manager will determine to keep a percentage of the assets invested in the Style Manager Strategy in a cash allocation for operational and implementation and/or investment purposes as directed by the Style Manager. The cash allocation in the Style Manager Strategy will be higher at certain times depending on the nature of the Style Manager Strategy, the asset allocation, the investment determinations or rebalancing being made and market Investment Advisory Program Brochure | 12IAPB-032024 ( ( ( 3) conditions. Some types of Style Manager Strategies include investments that take an extended period of time to purchase due to the types of securities, their availability in the market and selection criteria. Until invested, the cash for these investments is typically in the Cash Sweep Program or invested in cash alternatives or other investment products as determined by the Style Manager as a temporary investment pending purchase of the individual security. The information in “Managed Strategy as a Program Strategy Option” above about Style Manager Strategies and Style Managers applies to Style Manager Strategies that can be selected for this Program Strategy type.
You will pay the applicable Style Manager Fee for the Style Manager Strategy component of your Custom Managed Strategy. If more than one Style Manager Strategy is included in the Account, each applicable Style Manager Rate will be applied proportionately to the value of your assets in your Account with each Style Manager Strategy. In the event that the actual asset allocation is not available, the strategy allocation of the Style Manager Strategies (instead of your actual allocation) will be used to calculate the Style Manager Fee component of the Program Fee. Once calculated, the Style Manager Fee will be charged to the account as a blended rate. See “The Program Fee and Other Charges—Style Manager Fee Component of the Program Fee” below for more information.
Cash Allocation in a Custom Managed Strategy. A Custom Managed Strategy can be constructed by you or your Advisor to have a cash allocation for investment purposes. It will include at a minimum an allocation to cash for operational and implementation purposes. As described below, for your Account in a Custom Managed Strategy with Client Discretion, you select the approach for the cash allocation and for your Account in a Custom Managed Strategy with Advisor Discretion, your Advisor selects the approach for the cash allocation.
The cash allocation can be higher at certain times depending on the nature of the investment approach, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation can comprise all or a substantial portion of your Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy or for cash management purposes. For more information on the Cash Sweep Program and cash balances, see “Item 4 Funding and Operation of Accounts—Cash Balances and the Cash Sweep Program.” Authority for Selecting and Making Custom Managed Strategy Changes. You may select a Custom Managed Strategy with one of the following Authority types: (1) Advisor Discretion (where you delegate the discretion to an Advisor) and (2) Client Discretion (where you retain the discretion as to certain actions). For a Custom Managed Strategy with Advisor Discretion, your Advisor selects the Style Manager Strategies (which can include a Related Style Manager Strategy), mutual funds, and/or cash and cash alternatives that make up the Custom Managed Strategy, assigns a corresponding allocation percentage (including to the cash allocation) and selects the rebalancing frequency. Any changes will not require your consent, because by choosing this Program Strategy type, you grant to Merrill the Authority to select and implement these changes consistent with your investment objective. For a Custom Managed Strategy with Client Discretion, with the assistance of your Advisor, you select with the investments and/or cash and cash alternatives that are part of the Custom Managed Strategy, determine their percentage allocation and set the rebalancing frequency. Any change will require your consent because you retain the Authority to make these changes.
ETFs MAA’s Role and Authority. M AA has authority to make certain investment and trading decisions related to Accounts with Custom Managed Strategies including:
• Implementing, as applicable, the model-based recommendations of the Style Manager for a model-based Style Manager Strategy, including by investing the initial and any subsequent cash deposited in the Account into the securities that are recommended as part of the model-based Style Manager Strategy.
• Implementing investment decisions and related trade orders for Direct Indexing/ Style Manager Strategies as directed by the Style Manager, including by investing the initial and any subsequent cash deposited in the Account into the securities that are recommended as part of the Direct Indexing/ Style Manager Strategy.TEM TEM
• Processing all contributions, withdrawal requests and Account terminations.
• Periodically rebalancing the Account or making the determination not to engage in rebalancing transactions.
• Implementing your Reasonable Investment Restrictions, if any.
• Implementing your tax-selling instructions, if any.
• Implementing Overlay Services (discussed below in “Optional Account Services” section) if this service has been selected by you for the Account. TEM MAA will arrange for trades to be executed through Merrill or a Merrill Affiliate or through an Unaffiliated Trade Counterparty. In its discretion and subject to legal requirements, it may utilize its Affiliates and third party vendors for investment, trading and administrative support, including in connection with making determinations as to whether restrictions requested by clients are reasonable.
Merrill and are authorized and directed by you to sell promptly any investments you contribute that are not eligible or not acceptable for a Program Service or a Style Manager Strategy. We will not act as an investment adviser in connection with these transactions.
MAA For a Custom Managed Strategy where you have selected Client Discretion Authority, the frequency of any rebalancing among the components of the Custom Managed Strategy is determined by you. For a Custom Managed Strategy where you have selected Advisor Discretion, the frequency of rebalancing is determined by your Advisor and us. may rebalance your Custom Managed Strategies to approximate the agreed upon allocations among the Style Manager Strategy, mutual fund, ETF and cash and/or cash alternative components. In our discretion, we may decide not to process certain rebalancing transactions. In addition, delays in the processing of any rebalancing may be caused by market conditions, illiquid securities, securities with limited subscription and redemption schedules, as well as the availability of funds and other factors.
MAA Certain Style Manager Strategies have target allocations and are subject to automatic rebalancing on a periodic basis and others are dynamically managed and are not subject to rebalancing. Replacing a Style Manager Strategy, Mutual Fund or that is Part ETF of the Custom Managed Strategy. Changes to a previously selected Style Manager, Style Manager Strategy, mutual fund or may be made in the following ways: ETF (1) Merrill may terminate a Style Manager, a particular Style Manager Strategy, mutual fund or from the Program for any reason; ETF (2) a Style Manager or a fund manager may terminate its participation in the Program for any reason;you may decide to replace a Style Manager Strategy, mutual fund or for any reason; or ETF (4) where the Custom Managed Strategy is with Advisor Discretion, your Advisor can decide to replace a Style Manager Strategy, mutual fund or for any reason. ETF Where Merrill decides to (1) discontinue offering a Style Manager Strategy, a mutual fund or ; ETF 2) close a Style Manager Strategy, mutual fund or ETF to new investments and/or additional contributions from existing investors; or 3) otherwise require a particular Style Manager Strategy, mutual fund or ETF held by investors to be replaced, is responsible for implementing our decisions and related actions. In such event, in respect of the identified Style Manager Strategy, mutual fund or , Merrill may:ETF MAA
• Replace the identified Style Manager Strategy, mutual fund orwith another Style Manager Strategy, mutual fund or. ETF ETF Investment Advisory Program Brochure | 13IAPB-032024 - PREMIUM ACCESS STRA TEGY
• Maintain current positions in the identified Style Manager Strategy, mutual fund or and invest any new contributions and sale or redemption proceeds in a replacement Style Manager Strategy, mutual fund orselected by us. ETF ETF
• Maintain in cash any new contributions and sale or redemption proceeds for the identified Style Manager Strategy, mutual fund or until a replacement is chosen by us or you direct us to invest in an alternative Style Manager Strategy, mutual fund orselected by you. ETF ETF We generally will provide you with notice of any discontinuation, closing or replacement event prior to it taking place if you have selected the Custom Managed Strategy with Client Discretion to apply to your Account; however, it is possible that we will provide you with notice of such event after we have already taken action. Having the flexibility to act quickly helps us take action where we believe the replacement and its timing are in clients’ best interest. If we determine to replace the identified Style Manager Strategy, mutual fund or , we will endeavor to choose a replacement with an investment style that is consistent with the identified Style Manager Strategy, mutual fund or being replaced. The replacement may be subject to higher fees than you had been paying. If you do not instruct us to the contrary, your continued participation in the Program after any such replacement or other action will be your consent to the action. We will take this outlined action regardless of the Authority that you have chosen for your Program Strategy.
ETF ETF Registered Fund Prospectus Delivery. Where you have selected a Custom Managed Strategy with Advisor Discretion, when an eligible Registered Fund is purchased, the firm with discretionary Authority relating to that investment (which could be either Merrill, , a Discretionary Manager, or a Direct Indexing/ Style Manager, as relevant) is authorized to receive the Registered Fund prospectus in lieu of it being automatically delivered to you. This is because by choosing this Program Strategy type, you grant discretionary authority relating to the investments in your Account and authorize such delivery on your behalf in the Agreement. If you would like a copy of the Registered Fund prospectus, you may obtain one by contacting your Advisor who will arrange for it to be sent to you free of charge.
TEM MAA Notwithstanding the foregoing, Merrill may continue to send the Registered Fund prospectus to you in its sole discretion. Where you have selected a Custom Managed Strategy with Client Discretion, you retain discretionary Authority to select and implement the investments in the Account, including Registered Funds. Therefore, we will arrange for you to receive the relevant Fund prospectus and the foregoing delivery approach does not apply.
Premium Access Strategy as a Program Strategy Option Nature of the Program Strategy. Clients that meet certain eligibility requirements may select the Premium Access Strategy as a Program Strategy option for their Account. This Program Strategy Option is also referred to as the Dual Contract Strategy in certain of our Program and other related materials. Under this Program Strategy option, eligible clients choose among available Style Manager Strategies for their Account. The Advisor will assist and facilitate the client’s discussions with the Manager.PAS PAS The client must enter into a separate investment management contract ( Manager/Client Contract) directly with the investment manager of the Style Manager Strategy selected ( Manager). The Manager/ Client Contract sets forth the terms and conditions, including the manager fees, under which the Manager will provide discretionary managed strategies and related investment advisory and trading services ( Manager Services). Upon confirmation from the Manager that the Manager and the client have entered into a Manager/Client Contract and of the funding of the Account as required under our policies, Merrill will arrange for the implementation of the Style Manager Strategy in the Account by the Manager and provide Program Services under the Program Agreement.
PAS PAS PAS PAS PAS PAS PAS PAS PAS PASPAS PAS By selecting a Style Manager Strategy and the execution of the Manager/Client Contract with the Manager, the client grants the Manager investment discretion and trading authority for investments occurring in suchStyle Manager Strategy. Through that discretion, theManager will have complete and full trading authority to invest, reinvest, purchase, sell, exchange, convert and otherwise trade assets, without any prior notice. This discretionary investment and trading authority granted to theManager will remain in place until we have received and accepted instructions from the client to either change the Style Manager Strategy or terminate the Account from the Program. Any changes to this Program Strategy type or Style Manager Strategy for your Account will require your consent because this is offered on a Client Discretion Authority only.
PAS PAS PAS PAS PAS PASPAS PAS PAS AManager can be a third-party investment manager or a Related Style Manager. Client eligibility and minimum investment requirements are established by Merrill and theManager in their discretion from time to time. are not eligible to offer this Program Strategy option.MFSAs PAS PAS Each third-partyManager files a FormPart 2A brochure (available on ADV PAS adviserinfo.sec.gov ) or has an equivalent document that describes their strategy and role. It also makes available Form Part 2B-Brochure Supplements for its investment professionals who provide portfolio management services for the Style Manager Strategy. It is the obligation of theManager to provide you these materials. We include these materials at PAS PAS ADV mymerrill.com/ADV/materials only for your convenience. PAS Style Manager Strategies. AStyle Manager Strategy, like other Style Manager Strategies, consists of specific securities, other managed investment strategies and an allocation to cash and/or cash alternatives (referred to as the cash allocation). The cash allocation is held as a cash balance, invested in cash alternatives such as money market funds available for the Program through your Account or a combination of both approaches.
If no action is taken by theManager, cash balances will automatically be swept under the Cash Sweep Program.
PAS PAS TheManager constructs, implements and manages its respective managed portfolios and determines the asset classes, security holdings and weightings in theStyle Manager Strategy itself on a fully discretionary basis and with full trading authority, including any cash allocation. It will execute trades through Merrill or a Merrill Affiliate or through an Unaffiliated Trade Counterparty.
PAS PAS Each Style Manager Strategy available in the Program has been identified by us and approved for the Program. As a general matter, we decide whether to make available or remove a particularStyle Manager Strategy from the Program based on a variety of factors. These factors include client needs, available investment styles, platform capacity and client demand. We also consider the outcome of due diligence and evaluation reviews conducted by the or conducted by third parties subject to our supervision. For more information, see “Item 6 Portfolio Manager Selection and Evaluation—Selection and Review of Style Manager Strategies and Reviewed Funds Available in the Program.” CIO CIO PAS PAS Certain Style Manager Strategies may be the same as or substantially similar to other Style Manager Strategies that can be selected in the Program or managed strategies in other Merrill investment advisory programs. Depending on theManager Rate agreed to between the client and theManager, theManager Rate may be higher or lower than the rate charged to access those other Style Manager Strategies or managed investment strategies.
PAS PAS PAS PAS As of March 2024, there are over 85 separateStyle Manager Strategies available in the Program. The Style Manager Strategy listing available at PAS mymerrill.com/ADV/materials includes the Style Manager Strategies, which are noted as such. TheseStyle Manager Strategies include those that are constructed or managed by Merrill,, or a Related Entity, as well as those from third party investment managers. The Style Manager Strategies also include those that are characterized as Direct Indexing/strategies. TheManagers, theStyle Manager PAS PAS TEM BANA MAA PAS Investment Advisory Program Brochure | 14IAPB-032024 Strategies and the eligibility rules (including investment minimums) are subject to change at any time, as determined by Merrill in its sole discretion. From time to time, aManager may request that we provide them with information about the client and Account enrolled in theStyle Manager Strategy, including about the investment profile for the Account and trade positions and transactions that the Manager has effected for the Account. The selection of a Style Manager Strategy is deemed to be the client’s consent to our provision of that information. The consent can be revoked by the client’s change to a different Program Strategy type.
PAS PAS PAS PAS Request to Apply Investment Requirements or Instructions. You may request that theManager apply certain investment requirements, instructions or guidelines or follow an investment policy statement. You must communicate any such requests and instructions to the PAS Manager.
It is theManager that determines whether the requested investment requirements, instructions or guidelines or an are reasonable and whether to agree to apply them to the investment strategy at its discretion (Accepted Investment Instructions). It is your responsibility to monitor any such Accepted Investment Instructions and review them with the Manager and advise it of any discrepancies or modifications to them.
PAS IPS PAS PAS TheManager, and not Merrill, or your Advisor, is responsible for communicating, implementing, complying with and monitoring the Accepted Investment Instructions that are part of yourManager/Client Contract.
You accept any effect that any such Accepted Investment Instructions have on the investment performance and diversification of your Account.
Your decision to request and have apply Accepted Investment Instructions that alter the allocation of a managed investment strategy or that require investment in a replacement security may result in exposure to additional (and potentially unforeseeable) risks that are inconsistent with the objective of your investment strategy.
PAS MAA PAS Use of Manager-Related Funds in a Style Manager Strategy. PASThe Manager can utilize Manager-Related Funds in itsStyle Manager Strategy. Certain of these Manager-Related Funds are designed to only be utilized in wrap fee programs like the Program, have no internal advisory or distribution fees (but do have certain ongoing expenses) and may not be held outside of the particular Style Manager Strategy. TheManager typically views these as an integral part of its investment strategy with no appropriate substitutions that can be utilized as replacements. To the extent that aManager utilizes a Manager-Related Fund that is charged a fund management fee by the Manager or an Affiliate, Merrill will work with theManager to provide a rebate of the fund management fees paid in respect of the Manager-Related Fund holdings as against the Manager Fee. See “Item 4 Funding and Operation of Accounts—Holding Funds in your Account” and “Item 9 Compensation, Conflicts of Interest and Material Relationships—Affiliated Investments of a Style Manager or a Manager.” PAS PAS PAS PAS PAS PAS PAS PAS PAS Cash Balances for aStyle Manager Strategy. PAS A Style Manager Strategy includes a cash allocation for operational and implementation purposes and/or investment purposes as directed by the PAS Manager.
The cash allocation will be higher at certain times depending on the nature of theStyle Manager Strategy, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, a cash allocation may comprise all or a substantial portion of your Account assets based on, for example, theManager’s concerns about the market, decision to pursue a defensive investment strategy or for cash management purposes. Some types ofStyle Manager Strategies include investments that take an extended period of time to purchase due to the type of securities, their availability in the market and selection criteria. Until invested, the cash for these investments is typically held in the Cash Sweep Program or invested in cash alternatives or other investment products as determined by theManager as a temporary investment pending purchase of the individual security. For more information on the treatment of cash balances, see “Brokerage, Banking-Related and Custodial Arrangements and Services—Cash Sweep Program and other Banking- Related Services“ and “Funding and Operation of Accounts—Cash Balances and the Cash Sweep Program” in this Item 4.
PAS PAS PAS PAS PAS Fees for Manager Services. PAS Clients that select aStyle Manager Strategy for their Account will pay the applicable Manager Fee for those assets in the Account as part of the Program Fee charged. Merrill offers Style Manager Strategies constructed or managed by or other Merrill Affiliates or a Related Entity for which a Manager Fee is charged. PAS BANA PAS PAS PAS TheManager Fee will be determined by reference to the Manager Rate, a negotiated rate that is determined between the client and the Manager in their respective discretion. The PAS Manager has complete discretion to agree to charge aManager Rate and can consider any number of factors or criteria, including, among others, the nature of the Style Manager Strategy, the size of the investment in theStyle Manager Strategy, the complexity of the Accepted Investment Instructions requested for the Account, any custom services provided by the Manager, theManager’s own competitive considerations, the size of the client’s assets and anticipated investment opportunity, the client’s household assets, the client’s relationship with theManager, Merrill’s relationship with the Manager, the breadth of the client’s relationship with Merrill and/or with other financial institutions with which theManager does business. At any time, theManager can decide to no longer consider these criteria in determining its Manager Rate for a client.PAS PAS PAS PAS PAS PAS PAS PAS PAS PAS PAS PAS PAS TheManager informs Merrill of the agreed-uponManager Rate by means of a document that we require to be prepared by theManager that sets forth the fees agreed and other information. We provide this document to the enrolled client upon acceptance of enrollment of the Account in the Program. Merrill will pay the Manager theManager Fee it collects on a monthly basis. See “Item 4 The Program Fee and Other Charges” for more information.
PAS PAS PAS PAS PAS Profiles. We make available information about eachStyle Manager Strategy through the Profile. The Profile will describe the relevant objectives, styles and risks of the particularStyle Manager Strategy.
It will also describe the role of theManager in implementing the Style Manager Strategy. The Profile will include performance history, data and other information provided to Merrill by the Manager. The Manager has the obligation to establish and maintain its Style Manager Strategies in the manner generally described in the then-current Profile and to provide us notice on a timely basis of any changes made. We cannot guarantee the accuracy or consistency of the information from the Managers contained in the Profiles but we obtain periodic confirmations from theManagers to help us confirm they continue to be materially accurate and complete.
PAS PAS PAS PAS PAS PAS PAS PAS PAS Merrill’s and Role and Authority. MAA’s By agreement with the Manager, Merrill arranges for investments to be implemented within the client’s Account directly by theManager. Merrill and have no authority to make investment and trading decisions related to Accounts with a Style Manager Strategy and neither exercises any investment authority or trading authority in respect of theStyle Manager Strategy.
PAS PAS MAA PAS PAS Merrill, by itself or with its Affiliates, will facilitate the investment by the Manager of any initial and any subsequent cash and securities deposited in the Account and process all contributions, withdrawal requests and Account terminations. Neither Merrill norassume responsibility for the actions of aManager and theStyle Manager Strategies, including its investment performance, theManager’s adherence to investment objectives and to any Accepted Investment Instructions, the Manager’s compliance with applicable laws or regulations, or other matters within theManager’s control. Similarly, we do not monitor transactions directed by theManager for compliance with any applicable restrictions or requirements even where we execute the transactions.
PAS PAS PAS PAS MAA PAS The client retains the final authority, obligation and responsibility for making their determinations regarding the selection and retention of a Manager as well as the monitoring of their Accounts. Merrill does not, nor Investment Advisory Program Brochure | 15IAPB-032024 DEFINED STRA TEGY will it, have discretionary authority or control with respect to the Account and it is not and nor will it be an “investment manager” within the meaning of with respect to the Account as a result of the Program Services it provides. Further, neither Merrill nor renders advice on a regular basis pursuant to a mutual agreement, arrangement or understanding that such advice shall serve as a primary basis for investment decisions with respect to the client’s Account that has selected aStyle Manager Strategy. PAS MAA ERISA Replacing aStyle Manager Strategy. PAS Changes to a previously selectedManager or Style Manager Strategy may be made in the following ways: PAS PAS (1) Merrill may terminate an investment manager or a particular strategy of the manager for any reason and (2) aManager PAS may terminate its participation in the Program, their investment strategy, or their investment management services to one or more clients for any reason. A client may change or terminate aStyle Manager Strategy for any reason by complying with our procedures forStyle Manager Strategy changes and termination. The Advisor may recommend a change for any reason, including due to a change in investment objectives or in market conditions or based on the view that a different investment manager would be more appropriate.
PAS PAS Occasionally, we may decide to discontinue offering aStyle Manager Strategy and/or to close aStyle Manager Strategy to new investments and/or additional contributions from existing investors or require a particular Style Manager Strategy to be replaced. In such event, we will use reasonable efforts to communicate any such discontinuance or termination to clients prior to such action taking place. We may determine to maintain current positions in the identified Style Manager Strategy and maintain in cash any contributions or sale or redemption proceeds in the Account until a replacement approach is chosen by you. Merrill may assign a client to a different manager with verbal or written consent.
PAS PAS PAS PAS We generally will provide notice of any discontinuation or closing event prior to it taking place. We, however, may provide notice of such an event after we have already taken action. Having the flexibility to act quickly helps us take action where we believe the action and the timing are in clients’ best interest. If we determine to terminate aStyle Manager Strategy from the Program and we are not provided with prior alternative instructions, the Account holding the Style Manager Strategy will be terminated from the Program and revert to a brokerage account where the client will be responsible for making all investment decisions for the account.
PAS PAS Registered Fund Prospectus Delivery. Where aManager purchases an eligible Registered Fund for theStyle Manager Strategy selected for an Account, the Manager is authorized to receive the Registered Fund prospectus in lieu of it being automatically delivered to the client. This is because by choosing the Premium Access Strategy as the Program Strategy type for the Account, the client grants theManager discretionary authority relating to the investments in the Account and authorizes such delivery. A copy of the Registered Fund prospectus can be obtained by contacting theManager. PAS PAS PAS PAS PAS Defined Strategy as a Program Strategy Option Nature of the Strategy and Investment Options. A Defined Strategy is one where your Advisor (or one you select) constructs, selects and manages an investment portfolio of individual securities and an allocation to cash and/or cash alternatives (referred to as a cash allocation) to meet a specified investment style or discipline. The cash allocation is held as a cash balance, invested in cash alternatives available for the Program through your Account in a Defined Strategy such as money market funds and/or the Preferred Deposit product, or a combination of both approaches. If no action is taken by your Advisor, cash balances will be automatically swept under the Cash Sweep Program.
Under certain circumstances, the Advisor may make changes to the Defined Strategy used to manage your Account based on various factors, including market conditions. You may choose to select a Defined Strategy that is managed by an Advisor who is not your Advisor or team of Advisors primarily responsible for your relationship with Merrill. In that case, that Advisor selected to manage your assets under a Defined Strategy will be responsible for implementing the Defined Strategy. Not all of our Advisors offer, or are eligible to offer, this Program Strategy type to their clients.are not eligible to offer this Program Strategy type.
MFSAs In constructing the Defined Strategy, the Advisor, may purchase different types of securities or investments, including equity securities, fixed income securities, brokered, mutual funds, money market funds, the Preferred Deposit product and certain types of Alternative Investments, like non-traditional mutual funds and non-traditional(together,).
Securities that are eligible to be part of a Defined Strategy may change over time as determined by us in our discretion. We may decide to discontinue offering a type of investment solution and/or close an investment product to new investments and/or additional contributions from existing investors and you will not necessarily be provided with prior notice of any such discontinuation or termination.
NTFs ETFs ETFs, CDs Cash Balances for a Defined Strategy. A Defined Strategy includes a cash allocation for operational and implementation purposes and/or investment purposes as directed by the Advisor. The cash allocation can be higher at certain times depending on the nature of the investment style or discipline, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation may comprise all or a substantial portion of your Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy or for cash management purposes. Some types of investments take an extended period of time to purchase due to the types of securities, their availability in the market and selection criteria and until the opportunity for investment in the particular investment security arrives, the Advisor can decide to hold the funds available as a cash balance that is automatically swept to the cash sweep option available for your account type or to invest the funds in a cash alternative, such as a money market fund.
Trading Authority. A Defined Strategy is managed with Advisor Discretion Authority. We, through the Advisor, have investment and trading discretion (including as to rebalancing) over the assets in your Account. This discretion empowers the Advisor to make investment and trading decisions with respect to those assets without contacting you. By choosing a Defined Strategy for your Account, you grant to us the authority to trade your investments and to select and implement any change to investments, asset allocation, or rebalancing within the same investment objective. Additionally, where your Advisor is a member of a team of Advisors, other members of that team may also exercise discretion over certain investment decisions made in your Account. Under certain circumstances, the Advisor may make changes to the Defined Strategy used to manage your Account based on various factors, including market conditions. While the Advisor has the discretion to manage the assets in a Defined Strategy, such discretionary management will be generally consistent with your investment objective for the Account. Your Account statement will list the security holdings in your Defined Strategy Account.
Defined Strategy Review Process. Defined Strategies are subject to review and evaluation by us. In certain circumstances, we may terminate the Defined Strategy offered by an Advisor. Generally, in such a situation, your Advisor will work with you to recommend an alternate investment solution, but, under certain circumstances, we may determine to select a replacement Program Strategy type for your Account and a Style Manager Strategy or Strategies that we believe to be in your best interest. A Style Manager Rate will apply for any replacement Style Manager Strategy selected and the Style Manager could be Merrill, one of our Affiliates or a third party investment manager. We generally will provide you with prior notice before selecting such a replacement. If you do not instruct us to select a different replacement or change to a different type of Program Strategy, your continued participation in the Program will be your consent to the Investment Advisory Program Brochure | 16IAPB-032024 PERSONALIZED STRA TEGY TYPES replacement we select for your Account. If there is no acceptable alternative to the terminated Defined Strategy or your Account is not eligible for the selected replacement, we may elect to terminate your Account from the Program.
Defined Strategy Profile. Where available, your Advisor will provide you a Profile for the Defined Strategy being followed which provides general information, asset allocation and top holdings. Not all Advisors prepare a Profile for the Defined Strategy that they implement. If provided, these Profiles are typically updated quarterly to include performance information as of the most recent quarter-end and can be obtained from your Advisor upon request.
Registered Fund Prospectus Delivery. When an eligible Registered Fund is purchased as part of the Defined Strategy, we are authorized to receive the Registered Fund prospectus in connection with managing your Account in lieu of it being automatically delivered to you. This is because you have granted discretionary authority to us and an Advisor relating to the investments in your Account and authorize such delivery on your behalf in the Agreement. If you would like a copy of the Registered Fund prospectus, you may obtain one by contacting your Advisor who will arrange for it to be sent to you free of charge. Notwithstanding the foregoing, Merrill may continue to send the Registered Fund prospectus to you in its sole discretion.
Personalized Strategy with Advisor Discretion as a Program Strategy Option Nature of the Strategy and Investment Options Available. With this Program Strategy option, you grant investment authority to your Advisor and your Advisor will manage an investment portfolio to meet the Target Asset Allocation and other objectives for your Account. Your Advisor may purchase or recommend different types of securities, including equity securities, fixed income securities, brokered , mutual funds,, money market funds, the Preferred Deposit product and certain Alternative Investments, like .
The Advisor also includes an allocation to cash and/or cash alternatives (referred to as a cash allocation). The cash allocation can be held as a cash balance, invested in cash alternatives available for the Program through your Account in a Personalized Strategy such as money market funds, the Preferred Deposit product or a combination of these approaches. If no action is taken by your Advisor, cash balances will be automatically swept under the Cash Sweep Program.
NTFs ETFsCDs Securities that are available in the Program may change over time as determined by us in our discretion. We may decide to discontinue offering a type of investment solution and/or close an investment product to new investments and/or additional contributions from existing investors and you will not necessarily be provided with prior notice of any such discontinuation or termination.
Not all of our Advisors offer, or are eligible to offer, this Program Strategy option to their clients. are not eligible to offer this Program Strategy type. MFSAs Cash Balances for a Personalized Strategy with Advisor Discretion. This Program Strategy includes a cash allocation as directed by your Advisor.
The cash allocation can be higher at certain times depending on the nature of the investment style or discipline, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation can comprise all or a substantial portion of your Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment strategy or for cash management purposes. Some types of investments take an extended period of time to purchase due to the types of securities, their availability in the market and selection criteria and, until the opportunity for investment in the particular investment security arrives, your Advisor can decide to keep funds available as a cash balance that is swept to the cash sweep option available for your account type or to invest the funds in a cash alternative, such as a money market fund.
Trading Authority. This Program Strategy type is managed with Advisor Discretion Authority. We, through your Advisor, have investment and trading discretion (including as to rebalancing) over the assets in your Account. This discretion empowers your Advisor to make investment and trading decisions with respect to those assets without contacting you. By choosing this Program Strategy, you grant to us the authority to trade your investments and to select and implement any change to investments, asset allocation or rebalancing. Additionally, where your Advisor is a member of a team of Advisors, other members of that team may also exercise discretion over certain investment decisions made in your Account.
Registered Fund Prospectus Delivery. When an eligible Registered Fund is purchased as part of an Account that has selected the Personalized Strategy with Advisor Discretion, we are authorized to receive the Registered Fund prospectus in connection with managing your Accounts in lieu of it being automatically delivered to you. This is because you have granted discretionary authority to us and an Advisor relating to the investments in your Account and authorize such delivery on your behalf in the Agreement. If you would like a copy of the Registered Fund prospectus, you may obtain one by contacting your Advisor who will arrange for it to be sent to you free of charge. Notwithstanding the foregoing, Merrill may continue to send the Registered Fund prospectus to you in its sole discretion.
Personalized Strategy with Client Discretion as a Program Strategy Option Nature of the Strategy and Investment Options Available. In an Account where you have selected the Personalized Strategy with Client Discretion option, you retain investment discretion and trading authority (except as noted below) to buy, hold and sell individual investment securities and to hold an allocation to cash to meet your Target Asset Allocation and other investment objectives. The cash allocation can be held as a cash balance, invested in cash alternatives available for the Program through your Account in a Personalized Strategy such as money market funds and/or the Preferred Deposit product (f the minimum initial investment is met), or a combination of these approaches. If no action is taken by your Advisor at your direction, cash balances will be automatically swept under the Cash Sweep Program.
The different types of securities or investments that can be purchased or held in an Account that has selected this Program Strategy include equity and fixed income securities, brokered, mutual funds, , money market funds, the Preferred Deposit product, variable rate demand obligations (), certain variable annuities, variable indexed annuities and fixed indexed annuities (together, Annuities), unsecured debt securities linked to the performance of an underlying market measure (Market-Linked Investments or ) and Alternative Investments. The types of Alternative Investments currently available for this Program Strategy include NTFs, hedge funds, certain types of private equity funds, non-traded real estate funds, physical gold, silver, platinum and palladium bullion bars and/ or gold, silver or palladium coins (Precious Metals), non-traded business development companies, real asset funds, commodity pools, interval funds or any other Fund that invests in alternative asset classes or other Funds that invest in whole or in part in any of the foregoing types of Funds.
Securities that are available in the Program may change over time as determined by us in our discretion. We may decide to discontinue offering a type of investment solution and/or close an investment product (i.e., a mutual fund or ) to new investments and/or additional contributions from existing investors. You will not necessarily be provided with prior notice of any such discontinuation or termination.
ETF MLIs VRDOs ETFs CDs This Program Strategy type is intended for clients who seek to receive the Program Services, including ongoing advice and guidance and monitoring with respect to investments but who want to retain investment and trading Authority. This Program Strategy type may not be appropriate if you intend to maintain or hold high levels of cash, money market funds and/or highly concentrated equity positions, in each case, consistently and over a prolonged period of time.
Investment Advisory Program Brochure | 17IAPB-032024 BROKERAGE SERVICES MFSAs are not eligible to offer this Program Strategy type. Cash Balances for a Personalized Strategy with Client Discretion. This Program Strategy can include a cash allocation as directed by you.
The cash allocation can be higher at certain times depending on the nature of the investment style or discipline, the asset allocation, the investment determinations or rebalancing being made and market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation can comprise all or a substantial portion of your Account assets based on, for example, concerns about the market, a decision to pursue a defensive investment approach or for cash management purposes. Some types of investments take an extended period of time to purchase due to the types of securities, their availability in the market and selection criteria and, until the opportunity for investment in the particular investment security arrives, you can decide to hold funds available as a cash balance that is automatically swept to the cash sweep option available for your account type or to invest the funds in a cash alternative, such as a money market fund.
Trading Authority. You, with the assistance of your Advisor, will select the investments that make up the Portfolio and, if desired, assign a corresponding asset allocation percentage for each investment and/or select a rebalancing frequency for the assets. Any change to investments (on a transaction by transaction basis), asset allocation or rebalancing will require your consent because you retain the Authority to select and implement these changes.
Certain Guidelines regarding Trade Activity. This Program Strategy type is not intended to be used by clients who engage in activity that is inconsistent with the investment advice provided through the Program or who intend to engage in a very low or very high volume of trading in their Portfolio. It is also not intended for clients who engage in high levels of unsolicited trading activity. Generally, unsolicited orders are those that you request your Advisor to effect without having received a recommendation or call to action from your Advisor or those orders that you instruct us to make that are contrary to your Advisor’s advice, guidance or recommendation.
Unsolicited trade activity is subject to Program guidelines. We have the right, in our sole discretion, to decline to accept or effect any unsolicited orders at any time, without providing you prior notice. If your activity contravenes our Program guidelines on these and other matters, we will request that you take certain corrective action. We have the right to terminate your Account from the Program if the requested action or other action is not taken.
Portfolio Reviews, Program Reports and Information An important part of the Program is providing you with the opportunity to engage in periodic reviews with your financial advisor or a designated member of the team servicing your Portfolio. These reviews provide updates on the progress of your Portfolios, Accounts and other important information about your investments. A periodic review of your Account should typically occur on an annual basis; however, under our Program guidelines, both you and Merrill have the ability to extend or defer the timing of the review under certain circumstances and for certain periods of time. If you do not participate in a review within the timeframes we have established in our Program guidelines, we have the right to terminate an Account from the Program in our discretion.
We also provide you with a Program Report about your assets and your Accounts in connection with the review and upon certain changes being made to your Portfolio. For an Account that has selected a Style Manager Strategy, you may also receive reports concerning the Portfolio directly from theManager in accordance with the terms of the agreement separately entered into between you and the selected Manager.
PAS PAS PAS Brokerage, Banking-Related and Custodial Arrangements and Services The primary purpose of the Program is to provide you with ongoing fiduciary investment advice and guidance for your Portfolio and access to investment strategies and ongoing monitoring. The Program Fee you pay covers these Services and your payment for the trade execution, clearance and settlement services provided by Merrill and . It also covers custody of assets if you maintain your Account with Merrill. Note that certain fees unrelated to investment activity, like fees for banking-related or cash transfer activities, wire transfer fees, foreign currency wire and conversion fees, account service fees, transaction fees and certain transactional costs, are not covered by the Program Fee, including those described in the section “The Program Fee and Other Charges” below.
MAA Brokerage Trading Services In effecting transactions for your assets in the Program, Merrill and its Affiliates will be acting exclusively as a broker-dealer and can arrange for trades to be executed through Merrill or a Merrill Affiliate or through an Unaffiliated Trade Counterparty. Trades will be handled by us consistent with our best execution and other regulatory obligations. Even in meeting these obligations, it is possible that you may be able to obtain better prices for transactions if such trades were executed with other broker-dealers or third parties, including having smaller spreads (the difference between the bid and the offer price) or at more favorable net prices.
We seek to effect transactions correctly, promptly and in the best interests of clients. In the event an error occurs in our handling of client transactions, we seek to identify and correct any errors as promptly as possible without disadvantaging you. In general, in instances where we are responsible for effecting the transaction incorrectly, we may reimburse you for any losses directly resulting from trade errors, credit to you any profits directly resulting from such trade errors that are corrected after the settlement of the transaction or retain for ourselves any profits directly resulting from such trade errors that are corrected prior to the settlement of the transaction.
If we or one of our Affiliates cannot effect a transaction on your behalf, we will effect the transaction through an Unaffiliated Trade Counterparty that is chosen by us at the time. In making that determination, we will take into account various factors, such as the nature and quantity of the securities involved, the markets involved, the reputation and perceived soundness of the firm, the firm’s clearance and settlement capabilities and other factors relevant to the selection of a broker-dealer for the execution of client securities transactions.
We may, but are not required to, aggregate orders for the sale or purchase of securities for your Accounts with orders for the same security for our other clients, for our own accounts or the accounts of our employees (including your financial advisor) and/or related persons. Where order aggregation is employed, each account in the aggregated transaction will be charged or credited with the average price and, when applicable, its pro-rata share of any fees.
To the extent Style Managers provide similar investment recommendations or trade orders for their particular Style Manager Strategy to for implementation, ability to implement those recommendations will be affected by the liquidity of the security, market volatility and any price limits imposed by the Style Managers. This may in turn have a negative impact on the performance of a Style Manager Strategy.
MAA’s For Personalized Strategy with Client Discretion Accounts, your Advisor will enter your trade orders promptly upon your instruction. In implementing your instructions, Merrill, as broker-dealer, has discretion as to the price or time at which it executes an order for a transaction, as long as the transaction is executed the same day the order is given to your Advisor and is consistent with our duty to seek best execution. If we believe that it may be appropriate to execute an order later than on the same day that we receive the order, we will ask for your authorization to do so.
Investment Advisory Program Brochure | 18IAPB-032024 Advisors also have broad discretion to trade Accounts participating in Defined Strategies. There can be no assurance that an Advisor will purchase or sell the same securities for all such Accounts in the Defined Strategy at the same time, or that the Advisor will aggregate your orders with those of other clients. As a result, you may receive different prices and executions for the same securities as compared to other clients making the same investment in that security. In addition, although we do have routines that monitor performance dispersion within a particular Defined Strategy that an Advisor is implementing, investment opportunities will not necessarily be allocated among participating Accounts on a fair and equitable basis.
Brokerage Execution for Discretionary Style Manager Strategies and Style Manager Strategies PAS If you have selected a Style Manager Strategy with a Discretionary Manager or anyStyle Manager Strategy, the Discretionary Manager or the Manager, as the case may be, has the authority to place orders for transactions with broker-dealers that it selects, including with us or any of our Affiliates that act as a trade counterparty (Affiliated Trade Counterparty) and with an Unaffiliated Trade Counterparty. Discretionary Managers andManagers are able to transact with us or an Affiliated Trade Counterparty on a principal basis when permitted by law. They may place trades for purchases of securities in underwritten offerings withor any of our other Affiliates or with an Unaffiliated Trade Counterparty under which certain underwriting compensation is earned byor any of our Affiliates or by the Unaffiliated Trade Counterparty.
BofAS BofAS PAS PAS PAS When these transactions are effected on a principal basis, we will receive additional compensation. For certain Style Managers that are Discretionary Managers, we may provide administrative support to the Discretionary Managers to assist with the placement of orders at their direction.
In selecting a firm to execute transactions and the markets in which the transactions will be executed, neither the Discretionary Manager nor the Manager is obligated to solicit competitive bids for each transaction or seek the lowest available commission cost so long as it reasonably believes that the firm it selects can be expected to obtain a “best execution” market price on the particular trade. Each is responsible for ensuring that it complies with its own best execution obligations.
PAS Both Discretionary Managers andManagers have the discretion to aggregate orders for the sale or purchase of securities with orders of the same security for other clients (either at Merrill or at other firms) in the same Style Manager Strategy or Style Manager Strategy, as the case may be, for its own accounts or for the accounts of its or our employees and/or related persons. It is not required to aggregate orders. Where it does employ aggregation of orders, each account in the aggregated transaction will be charged or credited with the average price and, when applicable, its pro-rata share of any fees.
PAS PAS Certain Style Managers that have authority to place orders for particular (but not all) transactions for their Strategies may place such orders with us, an Affiliated Trade Counterparty or an Unaffiliated Trade Counterparty if the Discretionary Manager determines, after consultation with us, that (1) they are able to aggregate a particular trade for Program clients in a block trade and (2) they expect such aggregation will be for the overall benefit of our Program clients. Important Information about “Step Out Trades” by Discretionary Managers and Managers. PAS An order placed by a Discretionary Manager or a Manager with an Unaffiliated Trade Counterparty is commonly referred to as a “step out” or a “step out trade.” The Discretionary Style Managers andManagers that we have identified as having engaged in “step-out trades” either on a regular or a limited basis are designated in the Step Out Information Document available at PAS PAS mymerrill.com/ADV/ materials . You can also obtain a copy of this document upon request from your financial advisor. The information in the Step Out Information Document is based solely on the historical information provided to us by the Discretionary Style Managers and theManagers. We do not make any representation regarding their future trading practices. In addition, we recommend that you review the applicable investment manager’s Form Part 2A brochure (available at ADV PAS mymerrill.com/ADV/materials or upon request from us in paper copy and/or available on the website at SEC adviserinfo.sec.gov .
For “step out trades” placed by a Discretionary Manager or by a Manager in fixed income or other securities where the Unaffiliated Trade Counterparty imposes a mark-up, mark-down and/or a dealer spread charge (dealer spread charges), the net price of the security will include these dealer spread charges and you bear these costs. Please note that this is also the case where a Discretionary Manager or aManager places a trade order with an Affiliated Trade Counterparty for the purchase or sale of fixed income or other securities where dealer spread charges are imposed. In both of these types of trade executions, the dealer spread charges (that are part of the net price of the security) will be in addition to your Program Fee.
These dealer spread charges will not be listed in your trade confirmation or account statement; however, upon written request, we will undertake to obtain the amount of these charges for a given transaction in your Account.
See “Item 4 The Program Fee and Other Charges—Fees and Expenses Not Covered by the Program Fee.” PAS PAS Where a Discretionary Manager or aManager places a trade with Merrill, an Affiliated Trade Counterparty or with an Unaffiliated Trade Counterparty as the executing broker for the purchase or sale of equity securities and other securities where commissions are charged, any brokerage commissions for such trade will not be a separate charge or cost to you. This does not apply for a “step out trade” in foreign ordinary shares and American Depositary Receipts (); see the heading “Foreign Ordinary Shares and” below. ADRs ADRs PAS Costs of “Step Out Trades.” If you hold a Style Manager Strategy or a Style Manager Strategy in an Account, you will pay a Style Manager Fee or a Manager Fee, as applicable, for the investment management and related services they provide. The rates charged by these managers vary among each other and among other Style Manager Strategies. For trades in fixed income securities, whether executed as a “step out trade” or a trade with an Affiliated Trade Counterparty, you will pay the dealer spread charges associated with such trade. It is possible that the Manager Fee rates for Discretionary Style Manager Strategies andStyle Manager Strategies may be higher than other available Style Manager Strategies andStyle Manager Strategies. You could be deemed to be indirectly bearing the cost of the “step out trades” by virtue of any such higher charges. In addition, you will pay the same fee rate for a particular Style Manager Strategy or Style Manager Strategy regardless of whether or not the Discretionary Manager or Manager executes “step out trades.” You should consider the use by the Discretionary Manager and/or theManager in executing “step out trades” when selecting a Discretionary Style Manager Strategy or a Style Manager Strategy.PAS PAS PAS PAS PAS PAS PAS PAS Brokerage Arrangements for Certain Securities Transactions Foreign Ordinary Shares and . ADRs For foreign ordinary security transactions executed outside the United States, we may use a foreign Unaffiliated Trade Counterparty (or its Affiliate). The foreign Unaffiliated Trade Counterparty (or its Affiliate) will handle the order and will assess trading-related charges and costs (i.e., commissions, mark- ups/ downs, dealer spreads and other fees and charges). In addition, fees associated with transactions in foreign ordinary securities can also include local country costs and fees, stamp taxes and foreign currency exchange or conversion fees. To the extent a foreign currency conversion transaction is required, the foreign Unaffiliated Trade Counterparty (or its Affiliate) will be remunerated in the form of a dealer spread or a mark-up/down. These trading-related and currency conversion-related charges and costs are included in the net price of the security and are charges and costs that are in addition to your Program Fee. See “Item 4 The Program Fee and Other Charges—Fees and Expenses Not Covered by the Program Fee.” In addition, these fees, charges and costs will not be reflected as separate charges on your trade confirmations or account statements. We will undertake, at your written request, to obtain the amount of this remuneration for a given transaction in your Account.
Investment Advisory Program Brochure | 19IAPB-032024 CASH SWEEP PROGRAM Annuities. Merrill, as a broker-dealer, and Merrill Lynch Life Agency Inc.
(), as general agent and insurance broker, have entered into selling agreements with insurance companies (that are not our Affiliates) to make available Annuities to Merrill clients, both in the Program and in brokerage accounts. Not all Advisors may offer Annuities in the Program. Your Annuity assets are maintained at the specific insurance company that issued the Annuity (“Annuity Issuer”). For any Annuity in your Portfolio, you authorize your Advisor to process all transactions relating to your investment decisions regarding the Annuity. We will provide you with investment advice and guidance regarding the Annuity and its role in your Portfolio and as to any constituent underlying investments, where applicable, associated with the Annuity.
MLLA Transactions in Precious Metals. For purchases or sales under the program that makes available allocated units of Precious Metals (Precious Metals Program), we will enter into a corresponding agency trade on your behalf with the third-party provider of certain precious metal services. The third-party provider is responsible for seeking pricing for the purchase or sale transaction from its network of dealers approved under the Precious Metals Program and will execute the transaction on a principal basis.
Margin Rules, Margin Loans and Securities Based Lending Programs. As a broker-dealer, Merrill is responsible for compliance with federal margin rules. Except where margin has been specifically permitted, Accounts are set up as cash Accounts. This account notation means that margin is not permitted and purchases of securities must be fully paid for on the date of the trade.
With a cash Account, if securities are sold before the payment for their purchase has settled, an event known as a “free-riding violation” has occurred. Freeriding is prohibited under margin rules and our Program guidelines. Having a “free-riding” violation may result in your Account being restricted for 90 days or “frozen.” The imposition of such a freeze could have a negative effect on your Account and performance. The risk of engaging in an inadvertent “free riding” violation and therefore freezing of your Account is enhanced: (1) when you have selected for your Account multiple Style Manager Strategies, as they operate independently and are unaware of purchase or sale activity for other strategies; (2) when you change Style Manager Strategies and reconstitute your investments; (3) when you engage in periodic rebalancing (which results in purchases and sales of securities over a short period of time); or (4) when you withdraw cash from your Account when there is a pending order to purchase a security.
Under certain circumstances and for Accounts that have selected the Personalized Strategy with Client Discretion, you may use margin in respect of your non-retirement Account assets. The collateral for the margin debit will be the assets in your Accounts and other accounts at Merrill. The costs, risks and other features and conditions of margin are more fully described in our Margin Lending Program Client Agreement. If you use margin to purchase additional securities, the value of your Account can increase and therefore the amount of fees you pay under the Program will increase. You will also be charged margin interest on the debit balance in your Account.
This results in additional compensation to us. You are responsible for notifying us if you decide that you no longer want to use margin in your Account. We are not responsible for any losses resulting from our failure or delay in implementing such instructions.
Certain of your Account assets may be “pledged” or used as collateral, if we consent, in connection with loans obtained through certain Affiliated loan programs (i.e., the Loan Management Account® and Mortgage 100®/ Parent Power® mortgage programs) or through unaffiliated loan programs (together, Lending Programs). The costs, risks and other features and conditions of a loan under the Affiliated Lending Programs are more fully described in the separate lending documentation you receive in connection with any such loan and are not described in this Brochure.
The costs, including interest, associated with a margin loan or a loan through any Affiliated Lending Program are not included in the Program Fee and will result in additional compensation to us, our Affiliates, and our financial advisors. The interest charges on any such margin loan or loan combined with the fees charged for Program Services may exceed the income generated by your pledged Account assets and, as a result, the value of your Account may decrease. There are risks, costs, and conflicts of interests associated with margin loans and Lending Programs. See the sections ”Item 6 Investment Strategies and Risk of Loss—Engaging in Margin and Securities—Based Lending with your Account;” “Item 9 Compensation, Conflicts of Interest and Material Relationships— Compensation and Benefits to Merrill and Financial Advisors;” and “Item 9 Participation or Interest in Client Transactions and Conflicts of Interest— Participation in Affiliate Lending Programs and Margin.” Cash Sweep Program and Other Banking-Related Services As provided in the relevant brokerage account agreement and documents you executed to open your account, unless you elected the “No Sweep” option, you have consented to having cash held in your account being treated as a cash balance and being automatically “swept” on the day following the cash deposit to the cash sweep option applicable to your underlying brokerage account under the Cash Sweep Program. Unless the cash allocation is invested, either in a cash alternative or in other securities, the cash allocation will be treated as a cash balance in the Program Account subject to the automatic sweep functionality.
“Bank Deposit” Sweep Option. Cash balances swept to a bank deposit account of our Bank Affiliates under the Cash Sweep Program will bear a rate of interest that has been established for, and in light of the features of, the Cash Sweep Program. The rate of interest for such deposit accounts will be periodically set and reset by the Bank Affiliates in their discretion.
The rate is variable and may change at any time after the account is opened without notice or limit.
Under the Program and , interest rates are tiered based upon a client’s relationship with Merrill and Accounts that enroll in the Program and in other specified Merrill investment advisory programs receive the highest tier rate available under the these programs. Clients with higher total eligible assets may receive a higher yield on their bank deposits associated with their other Merrill accounts under theProgram and provided their accounts are linked for valuation purposes. For rules regarding linking, please review your underlying brokerage account agreement. There is no interest rate tiering offered under the Facility. The interest rate under this Facility will likely be lower than the highest rate available under the Program or . In any event, the interest rate you earn in the bank deposit account affiliated with the Cash Sweep Program will likely be lower than yields on certain money market funds and other cash alternatives.
RASPMLBD IBVRD RASP MLBD RASPMLBD An Account’s cash balance swept to theProgram orthrough our Bank Affiliates is insured by the Federal Deposit Insurance Corporation (), up to the applicable standard maximum deposit insurance amount.
The cash balances held in theProgram are insured by theup to the applicable standard maximum deposit insurance amount per participating bank (together, “Participating Banks”). To view a list of the depository institutions currently participating in theProgram, visit ISA ISA FDIC ISA FDIC RASP MLBD www.ml.com/ ISA . Cash balances held in the Facility are not covered byor other deposit protection programs. FDIC IBVRD Thelimit is generally $250,000 per depositor, per ownership category, per bank. Deposits maintained in different categories of legal ownership (such as individual accounts, joint accounts or certain retirement accounts) are separately insured by the, up to applicable insurance limits. insurance covers both principal and credited interest, up to applicable limits.
Any deposits maintained with a Bank Affiliate or anyParticipating Bank in the same account ownership category, whether directly, through other Merrill accounts or through any other intermediary, would be aggregated for insurance limit purposes.FDIC ISA FDIC FDIC FDIC Neither Merrill nor the Bank Affiliates manage or monitor the deposits swept under the Program, the or Program for insurance limit purposes. Deposits are not aggregated or limited under the Program, and theProgram based on thelimits for FDIC ISA RASP MLBD FDIC ISA RASP MLBD Investment Advisory Program Brochure | 20IAPB-032024 CUST ODIAL SERVICES the same depositor in the same bank across Merrill accounts. Merrill does not undertake through the Program or the Agreement or the underlying brokerage agreement to provide you notice that cash balances in your Account or Accounts or in any of your brokerage accounts exceeds the coverage limit for any of our Bank Affiliates or any other Participating Bank. Monitoringinsurance coverage limits is expressly not a Program Service. Clients are responsible for monitoring the total amount of deposits held at the Bank Affiliates and at anyParticipating Bank in order to determine the extent of insurance.FDIC ISA FDIC FDIC If your total cash balances held at our Bank Affiliates or any Participating Bank in any type of deposit account (whether a direct bank deposit account or a sweep deposit account) and/or in any type of bank product (whether the Preferred Deposit product or any brokered CD of any such bank issuer) exceed thecoverage limits, the amount deposited that is over the applicable standard maximum deposit insurance amount will not be entitled tocoverage. FDIC FDIC ISA The agreements and disclosures that you received in connection with establishing your underlying Merrill brokerage account and the Sweep Program Guide for Merrill Clients include additional information about insurance. A paper copy can be obtained from your Advisor or. For additional information oninsurance, visit FDIC MFSA FDIC fdic.gov . “Money Market Fund” Sweep Option. Under account agreements coveringand certain retirement accounts, you can select from several money market funds as a sweep option. These money market funds have certain internal expenses and costs and also include a 0.40% asset-based administration fee per annum that is paid to Merrill. Merrill rebates the amount of the asset-based administration fee it receives to the clients with this sweep option. The amount of such rebate may be less than this 0.40% fee in certain rate environments where the fund manager waives or reduces the amount of such fee in order to avoid a negative return on the money market fund. You will bear your proportionate share of the sweep money market fund’s fees and expenses including, but not limited to, management fees paid to the fund’s investment managers or their Affiliates, fees payable to the fund’s professional and other service providers, transaction costs and other operating costs. The Program Fee does not cover or offset any fees and expenses that the sweep money market fund incurs for transactions occurring within the fund itself. Please consult the prospectuses and offering material for the sweep money market funds.
TMA “No Sweep” Option. Certain account types have the option to select the “No Sweep” option under their underlying brokerage agreement which results in cash being held in the account as a cash balance and not ‘swept’ to any available sweep option under the Cash Sweep Program. The cash balance will not earn interest or dividends. The cash held in the Account will be covered by the Securities Investor Protection Corporation () up to $500,000

per client, inclusive of $250,000 for cash. As a registered broker-dealer, Merrill benefits from the possession or use of cash balances, also known as free credit balances in Merrill accounts, subject to restrictions imposed by Rule 15c3-3 under the Securities Exchange Act of 1934.
SIPC Ability to Invest Cash Balances. For an Account that has selected Personalized Strategy with Client Discretion as their Program Strategy type, rather than having the cash balances being automatically swept under the Cash Sweep Program or remain in the sweep bank deposit, you can instruct your Advisor at any time to invest any cash balances in cash alternatives (like money market funds or the Preferred Deposit product) or in other investment securities. For Style Manager Strategies and Style Manager Strategies and for those Program Strategy types where your Advisor has Advisor Discretion Authority, the Style Manager, Manager or your Advisor, as the case may be, can direct that your Account’s cash allocation be invested in a cash alternative investment. As rates and yields offered in the Cash Sweep Program change and/or your personal financial circumstances and other factors change, it may be in your financial interest to invest cash balances in investment products that generate a higher rate of interest or yield tax benefits.
PAS PAS Conflicts of Interest related to the Bank Sweep Program. There are conflicts of interest associated with the Cash Sweep Program which are discussed in “Item 9 Compensation, Conflicts of Interest and Material Relationships” at “Cash Sweep Program Compensation Received by Us and Our Affiliates,” “Compensation Received by Us for Sub-accounting Services” and “Mutual Funds Arrangements and Compensation” and at “Item 9 Participation or Interest in Client Transactions and Conflicts of Interest-Cash Balances and Cash Sweep Program.” Custodial Arrangements and Services Custody with Merrill. Generally, we will act as the custodian for the securities held in the Program. Your assets will be maintained in one or more central asset accounts established at Merrill through the applicable brokerage or other account agreement. Any assets held in the Program must be and remain free from any lien, charge or other encumbrance, unless we agree otherwise or it is a lien, charge or other encumbrance in favor of us or our Affiliates through our brokerage or other account agreements.
You must notify us in writing prior to effecting any loans secured or collateralized by your Account, including effecting any loans with our Affiliates. No specific securities in your Account should be held as collateral to secure any loans you may have. We will not provide advice on, or oversee any of, your collateral arrangements. Unless we otherwise agree, the terms of the Agreement will prevail in the event of any conflict between the terms of the Agreement and your collateral arrangements. You must also disclose to any lender the terms of the Agreement. There are adverse effects of collateralizing your Account, including, but not limited to, the fact that the lending institution may require additional collateral or liquidation of securities to meet a call, as well as the related tax consequences.
Custody with an Affiliated Custodian or an Unrelated Custodian. In limited circumstances, upon your request and direction and with our consent, you may enter into arrangements for your assets in the Program to be maintained with (1) certain of our Affiliates for that Affiliate to act as a custodian (Affiliated Custodian) or (2) a custodian that is not related to or affiliated with Merrill (Unrelated Custodian).
You will be responsible for all fees and expenses charged by the Affiliated Custodian or the Unrelated Custodian subject to applicable law and the custodial arrangements you agree to. These fees and expenses are not covered by the Program Fee. Our rights and authority respecting your assets enrolled in the Program, including as to transfers of assets held with the Affiliated Custodian or the Unrelated Custodian, are limited to those set forth in the Agreement, regardless of any separate agreements or arrangements you may have or may enter into. We disclaim any broader rights that may be contained in your separate agreement with an Affiliated Custodian or the Unrelated Custodian.
Cash held in Accounts with a custodian other than are not covered by the Cash Sweep Program and will not be subject to cash sweep arrangements. You are responsible for separately establishing appropriate sweep arrangements with the Affiliated Custodian or Unrelated Custodian.
We will include the cash positions in your Account in the value of your Program assets for the calculation of the Program Fee. Assets held in Accounts with an Affiliated Custodian and the Unrelated Custodian are not subject to Merrill’s coverage.SIPC MLPF&S’ MLPF&S You will be responsible for ensuring that we (and all vendors used by us) are provided with daily access to the Affiliated Custodian’s or Unrelated Custodian’s systems, transaction and account data and other information necessary to provide adequate account supervision, transaction, billing and other client reports and other necessary services to your Account. You understand that as a result of your use of a custodian other than Merrill, you will receive more limited information and reporting, including performance reporting. Furthermore, any performance and other reports or statements provided by us for your Portfolio will be based on information provided by the Affiliated Custodian or Unrelated Custodian. We will use this information to calculate the Program Fee, monitor your Target Asset Allocation and for other purposes. Merrill and are not responsible for verifyingMAA Investment Advisory Program Brochure | 21IAPB-032024 PRO XY V OTING the accuracy of the information provided by such custodian and are not responsible or liable for any losses or errors, including but not limited to, errors in performance reports and fees charged to the Account, if caused by, or in any way related to, our reliance on such information from, and the acts or omissions of, such custodian with respect to the Account. You agree to promptly notify us about any additions or withdrawals of assets to or from your Account maintained at any such custodian. Neither Merrill nor will be responsible or liable for any losses due to your failure to provide such prompt notification.
MAA It is the responsibility of the Affiliated Custodian or an Unrelated Custodian to implement your proxy delivery instructions. See “Item 4 Proxy Voting— Implementing Your Proxy Voting Selection.” Accounts that are custodied with an Affiliated Custodian or an Unrelated Custodian are not eligible to elect periodic trade confirmation delivery. See “Item 4 Delivery of Trade Confirmations on a Periodic Basis.” Special Custody Arrangements for Certain Program Assets. Annuity assets purchased for an Account will be maintained at the Annuity Issuer.
Custody of Precious Metals purchased through the Precious Metals Program will be maintained at approved vaults in the name of Merrill as agent for your exclusive benefit. Although the Precious Metals Program provides for periodic verification procedures, Merrill may not be able to regularly confirm the existence and amount of Precious Metals held under the Precious Metals Program at a given approved vault location. In lieu of having these assets custodied at one of the approved vaults, subject to certain restrictions, you may elect to take physical delivery of Precious Metals purchased under the Precious Metals Program; however, doing so involves the possibility of significant additional costs and risks. Merrill is not obligated to satisfy your request to take physical delivery. For more information, please review the Precious Metals Disclosure Statement for the program.
Proxy Voting Proxy Voting Options You have the right to vote proxies for securities held in your Account.
For certain Program Strategies, you also have the option to delegate proxy voting authority directly to a proxy voting service provider we have engaged and made available to you. The proxy voting service provider that Merrill has made available under the Program based on its oversight processes is Institutional Shareholder Services, Inc. (or Proxy Delegation Vendor). offers the ability to select certain proxy voting policies ( Voting Policies) that take certain positions on corporate governance and other issues. The ISS Voting Policies available as of the date of this Brochure for your Account are: ISS ISS ISS
• ISS Benchmark Guidelines designed to promote total shareholder value and company risk mitigation ( Benchmark Guidelines).ISS
• ISS Socially-Responsible Investing Guidelines designed to reflect a broad consensus of the socially responsible investor community ( Guidelines).
SRIISS
• ISS Catholic Faith-Based Guidelines designed to reflect the teachings of Catholicism and Christianity as a whole ( Catholic Guidelines).ISS Not all Voting Policies may be available to all clients. For more information on and its Voting Policies, see the heading “Voting Policies, Role of the Manager, Merrill and” below. MAA PAS ISS ISS A client that is anPlan may select among the available Voting Policies based on its own determination that the selected Voting Policy meets the requirements imposed on it under regulations. An “ Plan” is a plan subject to the provisions of or any other entity deemed to hold assets of such a plan, including SIMPLE, and other subject to fiduciary responsibility provisions. We may require additional documentation from the Plan client as to its selection.ERISA ERISA’s IRAs SEP ERISA ERISA ERISA ISS ISS ERISA If your Account is enrolled in the Premium Access Strategy type, the Manager will have proxy voting authority for the Account ( Manager Delegation), unless you notify us to the contrary in writing, PAS PAS Implementing Your Proxy Voting Selection General Approach. You provide to us your initial instruction regarding proxy voting in the section “Account Elections/Signature Page” in your Agreement or by a client attestation within our enrollment system that we use to open accounts and captureenrollment by electronic means or otherwise in writing by contacting your financial advisor. You may have a different election for each of your Accounts. Each election will apply to the Account specified unless the proxy voting option you elect is no longer available or until you make a different election. For each Account, your proxy voting election will be reflected in your initial Program Report.
IAP As indicated in the Agreement, unless you instruct otherwise on the “Account Elections/Signature Page” of the Agreement, through a client attestation within our enrollment system that we use to open accounts and capture enrollment in the Program by electronic or digital means (electronic enrollment tool), or by means of a separate writing, you instruct us as to your proxy delegation as follows:
• You retain proxy voting discretion and authority for any Account that has selected the Program Strategy type of Personalized Strategy with Client Discretion.

• You delegate voting discretion and authority to the Proxy Delegation Vendor and select the Benchmark Guidelines for any Account that has selected any of the following Program Strategy types: Managed Strategy, Custom Managed Strategy, Defined Strategy or Personalized Strategy with Advisor Discretion.
ISS
• You delegate voting discretion and authority for any Account that has selected the Program Strategy type of Premium Access Strategy to the Manager of the selected Style Manager Strategy for the Account.
PASPAS If you subsequently change your Account to one with the Program Strategy type of Personalized Strategy with Client Discretion, any delegation as set forth above will cease and you will retain proxy voting authority for your Account.
Retention by You of Proxy Voting Authority. Where you retain proxy voting authority for securities held in an Account at, we will promptly send you proxy ballots and related shareholder communications that we receive, as well as any other information intended for distribution to you, except as described in the section “Circumstances When No Proxy Voting May Occur” below. You are responsible for taking any actions. If we are the custodian of your Account and do not receive voting instructions from you or your delegate, we will comply with the rules of the and applicable self-regulatory organizations relating to such matters, as required by law.
SEC MLPF&S Where you retain proxy voting authority for securities held in an Account at an Affiliated Custodian or an Unrelated Custodian, you are responsible for ensuring arrangements are in place for the Affiliated Custodian or Unrelated Custodian to deliver proxy ballots and related shareholder communications to you. You are responsible for taking any actions.
If your Account is an Plan, you represent that plan documents and applicable law authorize voting authority to be reserved to the trustee either in the discretion of the trustee or pursuant to the discretion of a named fiduciary.
ERISA Electing the Proxy Delegation Vendor Option. Where permissible under the Program and where you elect to have the Proxy Delegation Vendor vote the proxies for the securities in your Account, you are delegating proxy voting authority directly to the Proxy Delegation Vendor for the securities in your Account, voting under the Voting Policies that you select. As provided in the Agreement, where applicable, the Benchmark Guidelines will apply to your Account unless you make a written selection for other Voting Guidelines available to you. If you elect to have the Proxy Delegation Vendor vote the proxies for securities held in an Account at an Affiliated Custodian or an Unrelated Custodian, we will use reasonable efforts to notify such Custodian of the appropriate delivery instructions for proxy- ISS ISS ISS Investment Advisory Program Brochure | 22IAPB-032024 - related communications based on your election and the information you provide us about the Custodian. If the Proxy Delegation Vendor declines to exercise its proxy voting authority in respect of a proxy meeting for an issuer, the proxy voting authority will revert directly to you. In that event, we take all reasonably practicable action to promptly send or have sent to you all issuer-related materials for such security held in your Account. Delivery of those issuer-related materials to you will constitute notice that proxy voting authority with respect to a security has reverted to you. In instances where we have determined that it is not possible to send the materials to you given timing or other circumstances, the proxies of such securities will not be voted.
If we replace the current Proxy Delegation Vendor with another Proxy Delegation Vendor, we will provide you with notice of the change. You may choose to rescind the proxy voting authority that you have delegated to the Proxy Delegation Vendor by contacting your Advisor or .MFSA PAS Manager Delegation. Unless you instruct us otherwise in writing, by selecting the Premium Access Strategy as a Program Strategy type for an Account, you are delegating proxy voting authority directly to the Manager for the securities in that Account. For more information regarding theManager’s proxy voting, you should refer to your Manager/ Client Contract and the Manager’s Form, Part 2A brochure on the website at SEC ADV PAS PAS PAS PAS adviserinfo.sec.gov . Circumstances When No Proxy Voting May Occur. Voting proxies in certain situations involves logistical issues that can impact Merrill’s or the Manager’s ability to transmit a vote. We will not arrange for proxy voting under the Program in circumstances where we conclude, based on reasonable efforts and good faith belief and understanding, that the costs and burdens of voting exceed the potential benefit to you. The circumstances where this may occur include the following: PAS
• The proxy or other relevant materials are not received in a sufficient time to allow a vote to be cast by the voting deadline.
• The quantity or quality of materials received is insufficient.
• The proxy materials are provided in a language other than English.
• There are voting restrictions that may apply to shareholders not resident in a security issuer’s place of listing or incorporation (applicable in certain non- jurisdictions). U.S.

• The non- issuer or the non-jurisdiction has imposed a requirement that you vote the proxy in person and/or appoint a local agent or provide a local agent with powers of attorney in order for a voting instruction to be accepted.
U.S. U.S.

• Share-blocking rules apply under local law or regulation that result in the sale of the security being prohibited for a period of time (usually the time between the record and meeting dates) if you cast a proxy vote for a shareholder meeting.

• Share re-registration requirements are imposed that affect liquidity.
• The issuer or the non- jurisdiction of the issuer requires that you provide personal, client-specific information (e.g., passport identification, personal client data) and/or whether you have a controlling or personal interest in the issuer, in order for your ballot to be accepted and/or counted for the meeting.
U.S.

• Securities are on loan (i.e., securities may not be voted by the lender unless the loan is recalled). In light of significant costs and burdens, including privacy concerns, we have determined that we will generally not arrange for the voting of non-U.S.
company proxies. A Manager with delegated voting authority may make a different decision regarding voting of non- company proxies based on their own guidelines and contractual agreement with you. If you retain the proxy voting authority for an Account, Merrill will provide pre-ballot notices we receive about non- company meetings where required.
If you wish to receive proxy voting materials for a particular meeting of a non- company, you may contact your financial advisor and we will arrange for proxy materials and forms to be provided to you on a best efforts basis. To vote, you will need to provide us with the information and other documentation that may be required. Merrill will arrange with its agents to transmit your completed ballot for a particular meeting provided the appropriate information is timely received. In transmitting your vote, this information will be provided to various intermediaries unrelated to us.
Merrill is not responsible for any misuse of your client information and data provided to these intermediaries or to the issuer and its agents.
U.S.
U.S.
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PAS Clients holding securities of European companies or issuers are also entitled to receive confirmation of proxy votes, which may be requested via dg.msg-proxy@ml.com . Voting Policies; Role of the Manager, Merrill and MAAPAS If you direct , the Proxy Delegation Vendor, to vote proxies, it will exercise the applicable voting authority in its sole discretion in accordance with its proxy voting policies and procedures and populate votes on its electronic voting platform. The applicable Voting Policies and how voted proxies for securities held in your Account are available atISS ISS ISS vds.issgovernance.com/vds/#/MzU4NA== (Proxy Website). will vote proxies in accordance with the Benchmark Guidelines unless you elect otherwise in writing, either in the Agreement at the Account Election/ Signature Page or in a separate written authorization. The other Voting Policies available for your selection are the Guidelines and the Catholic Guidelines. Each of these Voting Policies and Guidelines are updated annually by and are available via the Proxy Website or upon request. has significant relationships with companies on whichalso furnishes proxy voting advice as part of its proxy voting guideline services.
Information relating to significant relationships with companies whose securities are held in your Account and as to other information is available on website atISS’ ISS’ ISS ISS ISS ISS SRI ISS ISS ISS issgovernance.com or by contacting us at dg.msg-proxy@ ml.com . The ADV 2A firm brochure is available at ISS mymerrill.com/ADV/ materials and at the website at SEC’sadviserinfo.sec.gov . AManager will exercise the applicable voting authority in its sole discretion in accordance with its proxy voting policies and procedures. PAS You may not delegate to us, and we do not accept or assume from you, proxy voting authority for any securities in your Account. As a broker-dealer, Merrill uses a third-party service provider for certain proxy-related functions, including processing and forwarding proxy and other issuer-related materials, and receives amounts collected by the vendor for the costs of these services as permitted by applicable securities regulation.
Delivery of Trade Confirmations on a Periodic Basis If eligible, you may elect to receive trade transaction information on a periodic basis (at least quarterly) in lieu of trade-by-trade confirmations. To receive periodic trade transaction information, you must make an election on the “Account Elections/Signature Page” in your Agreement, attest to this election within our electronic enrollment tool, or by means of a separate written letter of authorization. The election to have periodic delivery of trade confirmations will apply to the eligible Accounts you designate until you instruct your Advisor orto the contrary. You can rescind this election at any time. If you enroll in the electronic delivery service for trade confirmations at MFSA mymerrill.com after this election, we will provide you with an electronic communication of your periodic trade transaction information being available for your review in your inbox at mymerrill.com .
You are not eligible to elect periodic delivery of trade confirmations when:
• Your Account is enrolled in the Program Strategy - Personalized Strategy with Client Discretion.
• The assets in your Account are held at an Affiliated Custodian or Unrelated Custodian. In our discretion and from time to time, we will take action to ensure trade by-trade confirmation delivery for your Account if you are not eligible to elect periodic delivery of trade confirmations. Investment Advisory Program Brochure | 23IAPB-032024 - If your Account is enrolled in Custom Managed Strategy with Client Discretion, any election that you make for periodic delivery of trade confirmations will only apply as to trades that occur as part of a Style Manager Strategy that is included in the Account. If you include mutual funds and in the Account, you will receive trade by trade confirmations as to any transactions related to those securities.
ETFs Your Program Report will indicate whether you have elected the periodic delivery of trade confirmations option. Making this election will not result in any change to the Program Fee and is not a condition to receiving the Program Services. You may request to receive, at no additional cost, trade-by-trade confirmations for transactions effected for your Account for up to one year after we send the last periodic statement reflecting those transactions. You may request interim updates and further details concerning any transaction by calling your financial advisor or reviewing your activity atmymerrill.com .
Delivery of Program Materials and Electronic Access When you enroll in the Program, you acknowledge in the Agreement that you received certain Program materials, such as this Brochure, the Part 2B Brochure Supplements of your Advisor or ADV and/or of any required Merrill investment professionals and other related materials applicable to your enrollment. Additional copies may be requested from your Advisor or at any time and will be provided without charge. For your reference and convenience, we have posted this Brochure and other information at MFSA MFSA mymerrill.com/ADV/materials . We provide access to Style Manager disclosure documents and brochures by the digital media format at mymerrill.com/ADV/materials . We provide access to Profiles of any Style Manager Strategies you select by the digital media format at Merrill website address provided to you in your enrollment materials and in the Program Reports or communications that you receive from us about your selection. You may request a paper copy of these disclosure documents and Profiles at any time from your Advisor or .MFSA You may revoke your consent to electronic delivery of Program documents, disclosures and Style Manager disclosure documents and brochures and receive paper copies by contacting your Advisor or . From time to time, we may deliver paper copies of documents relating to your Account notwithstanding your Account preference.
MFSA For clients that have selected a Style Manager Strategy, the Manager, and not Merrill, will provide you with copies of the Manager disclosure documents and brochures. We have posted these materials for your information and convenience at PAS PAS PAS mymerrill.com/ADV/materials . Profiles of any Style Manager Strategies are provided to you in the digital media format at Merrill website address provided to you in your enrollment materials and in your Program Reports or communications that you receive from us about your selection.
PAS If you consent to electronic delivery at mymerrill.com , you will generally authorize us to deliver Program documents, disclosures and notices to you electronically. There are separate procedures for enrollment and unenrollment through mymerrill.com . In accordance with any such consent, we will send electronically certain Program materials, including the Brochure, any Account-specific documents (and any changes or amendments), Program Reports as well as other Program notices and materials. Electronic delivery through this process may not be available for all Program-related communications, and, in that case, we will send paper copies to you.
Certain of our materials, including this Brochure, are accessible to clients as required under the Americans with Disabilities Act () and other of our Program materials, including your Program Report, will be provided to you in an compliant format upon request to your financial advisor. ADA ADA Optional Account Services Merrill and offer you the ability to elect certain Account Services to help meet certain of your goals and objectives for the Account. Neither Merrill,nor our Affiliates, employees, or agents will be liable for any loss or expense that may result from your use of any of these optional Services. There may be current tax consequences with any transaction occurring under these optional Services. Neither we nor our financial advisors provide tax, accounting or legal advice and you should review any planned financial transactions or arrangements with your professional tax or legal advisors for these matters.
MAA MAA MAA Tax Efficient Management Overlay Services For those Accounts that have selected eligible Style Manager Strategies, makes available certain tax efficient management overlay services (each, a Overlay Service) that are intended to help manage the investment activity in a more tax-efficient manner as considered under tax rules and regulations. TheOverlay Services will only be available to taxable Accounts that have enrolled in a Managed Strategy or Custom Managed Strategy and have selected as investments for that Account a Style Manager Strategy or Strategies that are eligible for theOverlay Services and/or mutual funds and . A Overlay Service will only apply to eligible investments within the Account for which it was selected and therefore may not apply to all investments or managed strategies that are part of a Custom Managed Strategy.
TEM ETFs TEM TEM U.S. TEM MAA Through a variety of rules-based approaches, theOverlay Services generally try to increase post-tax value by seeking to: TEM
• Opportunistically sell securities that have a loss and invest proceeds in strategy-aligned replacement securities for at least 30 days.
• Engage in tax lot management by prioritizing sales of securities that result in the lowest tax cost, as circumstances warrant.
• Defer short-term gains by restricting sales of short-term tax lots if the tax lot holding period will go long-term within 31 days or less.
• Engage in tax efficient management by realigning the portfolio to underlying strategy weights and giving a sell preference to depreciated securities.
• Overweight gains and underweight losses by not selling appreciated securities and selling depreciated securities relative to the underlying strategy, as circumstances warrant.
• Avoid wash sales. The risks and limitations associated with theOverlay Services and other-related Offerings are covered in this Brochure in the section “Tax Matters” as well as in other materials. By selecting aOverlay Service, you authorize to effect theOverlay Service or Services selected and the related securities transactions on an ongoing basis without making any additional contact with you. This authority will continue in effect until you change or cancel theOverlay Service (which you may do at any time) or terminate the associated Account.
TEM TEM MAA TEM TEM TEM The Overlay Service will only take into consideration the trading activity that occurs in that enrolled Account. If there are any Reasonable Investment Restrictions in place for the enrolled Account, will seek to take those investment restrictions into consideration when applying the Overlay Services and identifying appropriate replacement securities (if any). may add to theOverlay Services that it offers from time to time. There is no separate or additional fee that is charged by Merrill or for adding one or more of theOverlay Services to an eligible Account. reserves the right to charge a fee for any Overlay Service upon prior written notice.
TEM MAA TEM MAA TEM MAA TEM MAA TEM TEM Overlay Services are not available to be selected for an Account that has invested in aStyle Manager Strategy. If you have tax requests or instructions with respect to that Account, you must separately request the Manager to implement investment instructions providing for tax efficient management of the Account.
PAS Rebalancing Service and Automatic Contribution or Withdrawal Service For any of your Accounts having a Personalized Strategy with Client Discretion, you may enroll at no additional cost in the following: Investment Advisory Program Brochure | 24IAPB-032024 PROGRAM FEE
• The Rebalancing Service—for scheduled automatic rebalancing of selected securities in your Account.
• The Automatic Contribution/Withdrawal Service—for scheduled contributions to or withdrawals from your Account. The Rebalancing Service and the Automatic Contribution/Withdrawal Service are referred to as “Automatic Services.” You can enroll in either of the Automatic Services by executing the required written letter of authorization (Automatic Service ). By doing so, you authorize us to effect the chosen scheduled service and related securities transactions (Automatic Transaction) on an ongoing basis without making any additional contact with you. Your instructions will continue in effect until any expiration date in the Automatic Serviceis reached (if applicable) or you change or cancel your instructions, or your Account is terminated. You can change or cancel your instructions at any time. We may terminate the offering of these optional Automatic Services at any time upon prior notice to existing participants.
LOA LOA The Automatic Servicesupplements your Agreement. It sets forth the terms and conditions of the optional Automatic Services and enrolls you in the optional service you select. You should carefully review and understand the terms of the Automatic Serviceand how it affects your Account before enrolling. Having an Account with an Automatic Service may affect other of your Accounts that enroll in aOverlay Service or invest in a Direct Indexing/Style Manager Strategy or a PAS Direct Indexing/ Style Manager Strategy. See “Item 4 Tax Matters.” TEM TEM TEM LOA LOA Only certain equity securities, mutual funds, , , publicly traded closed-end funds and cash and cash alternatives are eligible for these optional Services. We may, from time to time, change which assets will be eligible. For both the Rebalancing Service and the Automatic Contribution and Withdrawal Service, your designations will be recorded on Schedule A to the applicable. If you want to add to, delete or otherwise change your assets subject to the optional Services or your target allocation percentage designations, you must confirm these changes with your Advisor.
LOA NTFsETFs The Program Fee and Other Charges You agree to pay the Program Fee to Merrill for the Program Services provided under the Agreement for each Account. The Program Fee for each Account is the sum of (1) the Merrill Lynch Fee and (2) the Style Manager Fee orManager Fee if you chose a Style Manager Strategy and/or a Style Manager Strategy for your Account, as applicable.PAS PAS
• The Merrill Lynch Fee is the fee charged by Merrill for the Program Services that Merrill and its financial advisors provide under the Program based on a fee rate determined as set forth below (Merrill Lynch Fee Rate).

• The Style Manager Fee is the fee charged by the Style Manager if you select a Style Manager Strategy for your Account as determined below.
• The Manager Fee is the fee charged by theManager if you select a Style Manager Strategy for your Account as determined below. PAS PAS PAS The Style Manager Fee andManager Fee may also be referred to collectively as the “Manager Fee.” PAS For participating which are accounts over which has investment discretion, please refer to your trust agreement and/orBrochure and Fee Schedule in addition to this Program Brochure for information relating to fees and expenses and other matters regarding youraccount. TMA TMA BANA TMAs Each of your Accounts may be subject to a different Program Fee which will be calculated separately for each Account. Your Program 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.
Unless otherwise agreed to between you and Merrill in writing, the Program Fee and any other fees payable under the Agreement will be deducted directly from your Account.
Information about the Program Fee and rates applicable to each of your Accounts will be shown in a Program Report that we prepare for you. We will send you a Program Report upon enrollment into the Program and provide an updated Program Report when you enroll any new Accounts, make certain changes to your Account or Portfolio Group and if there are any changes made to your Merrill Lynch Fee Rate other than, as applicable, as a result of your qualifying for a different rate based on an applicable rate schedule.
The Program Fee does not include all of the charges that may apply to your Account. Please see the heading “Fees and Expenses Not Covered by the Program Fee” below. The Merrill Lynch Fee Component of the Program Fee The Merrill Lynch Fee Rate—Working with an Advisor. The Merrill Lynch Fee Rate that applies to your Account when you are working with an Advisor is the rate agreed to between you and your Advisor for the Account.
This rate can be either set up as a specified rate or various rates determined by reference to Merrill Lynch Fee Rate schedule. The Merrill Lynch Fee is a negotiable component of the Program Fee. In addition, the following requirements and information apply:
• The maximum Merrill Lynch Fee Rate that can be charged under the Program is 1.75%. The maximum Merrill Lynch Fee Rate is subject to change from time to time upon notice to you. Your continued use of Program Services will constitute your agreement to the change in the maximum Merrill Lynch Fee Rate.

• You and your Advisor may agree to a Merrill Lynch Fee Rate for an Account that is lower than the maximum rate. The extent to which you and your Advisor agree to a rate that is lower than the maximum Merrill Lynch Fee Rate is solely within your and your Advisor’s discretion and is subject to our policies regarding the Program. In certain instances and in our discretion and in the manner we determine in our discretion, we may waive, reduce or rebate some or all the monthly Merrill Lynch Fee applicable to your Account or other Merrill client accounts enrolling or enrolled in the Program for a period of time.

• You and your Advisor can agree to a different Merrill Lynch Fee Rate for each of your Accounts.
• If you and your Advisor agree to a change to the Merrill Lynch Fee Rate, we will provide you an updated Program Report to reflect this change. Your continued use of our Program Services will constitute your agreement to any such change to the Merrill Lynch Fee Rate.

• If you and your Advisor agree to a Merrill Lynch Fee Rate schedule for an Account, for purposes of determining the Merrill Lynch Fee Rate from such schedule, we will consider your Account assets and certain assets and liabilities held by you and/or others in your designated household at Merrill and its Affiliates as determined by us. This may result in a Merrill Lynch Fee Rate that is lower than the one that would have been applicable to your Account if only the value of your Account assets were used in making such determination. Once determined, the applicable Merrill Lynch Fee Rate will apply to that Account. In addition, the Merrill Lynch Fee Rate applicable to your Account may vary from month to month based on the fluctuations in the value of these other assets and liabilities and your schedule but generally will not change within any given month. At any time, we may decide to no longer consider these assets and liabilities in determining a Merrill Lynch Fee Rate for an Account where a schedule has been agreed to.
As noted above, the Merrill Lynch Fee Rate is negotiable subject to the maximum rate that can be charged. Merrill compensates your Advisor on an ongoing basis from, and based on, the Merrill Lynch Fee Rate that is agreed to for your Account. When proposing a Merrill Lynch Fee Rate to you, your Advisor typically will consider a number of factors, including the type and size of your Account, the breadth of your relationship with Merrill, the range of services and the nature of the engagement your Advisor anticipates providing, the Program Strategy type you selected for your Account, competitive considerations and the Advisor’s own compensation considerations. Your Advisor has a financial interest in the level of the Merrill Lynch Fee Rate. Merrill has business and compensation policies that Investment Advisory Program Brochure | 25IAPB-032024 result in Advisors receiving lower compensation if the agreed-upon Merrill Lynch Fee Rate is lower than certain established levels. Therefore, Advisors also have a financial incentive not to reduce fees below those levels. You may accept or decline any proposed rate by your Advisor as part of the negotiation process. For more information on Advisor compensation and conflicts of interest, see “Item 9 Compensation, Conflicts of Interest and Material Relationships—Compensation and Benefits to Merrill and Financial Advisors.” The Merrill Lynch Fee Rate—Working with an. MFSA Where you work with anas your financial advisor, based on qualifications and our internal policies, you will be limited to selecting the Managed Strategy as your Program Strategy type and then to selecting certain designated Style Manager Strategies. In light of the limited capabilities that ancan offer under the Program, the Merrill Lynch Fee Rate that applies to your Account is determined as set forth below: MFSA MFSA
• The maximum Merrill Lynch Fee Rate that can be charged by an under the Program is 1.10%. MFSA
• The Merrill Lynch Fee Rate applied to your Account is determined based on the following Merrill Lynch Fee Rate schedule: – 1.10% where your assets are below $2 million. – 1.00% where your assets are at $2.0 million and above.
• For purposes of determining the Merrill Lynch Fee Rate from such schedule, we will consider your Account assets and certain assets and liabilities held by you and/or others in your designated household at Merrill and its Affiliates as determined by us. This may result in a Merrill Lynch Fee Rate that is lower than the one that would have been applicable to your Account if only the value of your Account assets were used in making such determination. Once determined, the applicable Merrill Lynch Fee Rate will apply to that Account. At any time, we may decide to no longer consider these assets and liabilities in determining a Merrill Lynch Fee Rate under this schedule.

• The Merrill Lynch Fee Rate applicable to your Account will adjust based on the level of assets at the end of a billing period. It may vary from month to month but generally will not change within any given month.

• The Merrill Lynch Fee Rate based on the schedule above will apply unless a lower rate is requested by you and agreed to between you and yourand approved by us. The extent to which we agree to and approve a rate that is lower than the Merrill Lynch Fee Rate based on the schedule above is solely within your and our discretion and is subject to factors that we determine in our discretion and which may change.
MFSA’s MFSA The maximum Merrill Lynch Fee Rate and the schedule applicable to Accounts serviced byis subject to change from time to time, upon notice to you. Your continued use of Program Services will constitute your agreement to the change in the Merrill Lynch Fee Rate. For more information oncompensation, see “Item 9 Compensation, Conflicts of Interest and Material Relationships—Compensation and Benefits to Merrill and Financial Advisors-Compensation.”MFSA MFSA MFSAs The Manager Fee Component of the Program Fee Style Manager Fee Component of the Program Fee. If you select a Style Manager Strategy for your Account, you will be charged a Style Manager Fee for each such Style Manager Strategy. Certain Style Manager Strategies do not have an associated Style Manager Fee.
The Style Manager Fee is a fee charged by a Style Manager based on the assets invested in the Style Manager Strategy and the rate set by the Style Manager either as a specified rate or by reference to a schedule implemented for that Style Manager Strategy by the Style Manager (Style Manager Rate). The following applies to the determination and calculation of the Style Manager Fee component of the Program Fee:
• A listing of the Style Manager Strategies available in the Program and the associated Style Manager Rates schedule or schedule of rates may be found at mymerrill.com/ADV/materials . You can obtain a copy from your Advisor or . MFSA
• The Profile for the Style Manager Strategy will also indicate the applicable Style Manager Rate or whether a schedule applies.
• The Style Manager Rates will vary depending on the Style Manager Strategy. The Style Manager Rates (and the maximum Style Manager Rates in the Style Manager Rate schedules, if applicable) generally range from 0.00% to 0.65%. If a Style Manager Strategy has a Style Manager Rate above 0.65%, you will be provided with prior notice.

• The Style Manager Rate (including the rates in the Style Manager Rate schedule) may change from time to time and you will receive notice of any Style Manager Rate increase for a Style Manager Strategy.
• Where a Style Manager Rate schedule is applicable to the Style Manager Strategy selected for your Account, we and the Style Manager may consider the assets invested in the Style Manager Strategy in the Account as well as assets invested in Style Manager Strategies of the Style Manager held by you and/or others in your designated household (other than assets held in anyStyle Manager Strategy of the Style Manager) in determining the applicable Style Manager Rate from month to month. Where such other assets are considered, the Style Manager Rate applicable to your Account may vary from month to month based on the fluctuations in the value of these other assets. Any such consideration may result in a Style Manager Rate that is lower than the one that would have been applicable to your Account if only the value of the assets in your Account were used in making such determination.
At any time, we and a Style Manager may decide to no longer consider other Program assets in determining a Style Manager Rate for an Account selecting a particular Style Manager Strategy.
PAS
• We will not automatically send you a document with the applicable Style Manager Rate for an Account for a billing cycle, initially or on an ongoing basis; however, you may request this information from your Advisor or .MFSA
• If the Program Strategy selected includes a combination of Style Manager Strategies, each applicable Style Manager Rate will be applied proportionately to the value of your assets in your Account with each Style Manager Strategy. In the event that the actual asset allocation is not available, the strategy allocation of the Style Manager Strategies (instead of your actual allocation) will be used to calculate the Style Manager Fee component of the Program Fee.
PAS Manager Fee Component of the Program Fee. If you select a Style Manager Strategy for your Account, you will be charged a Manager Fee for each such Style Manager Strategy. TheManager Fee is a fee charged by aManager based on the assets invested in the Style Manager Strategy and the rate agreed to between you and the Manager (Manager Rate), which can be a specified rate or a rate determined by an agreed upon fee rate schedule.
PAS PAS PAS PAS PAS PAS PAS PAS The following applies to the determination and calculation of the Manager Fee component of the Program Fee: PAS
• The Manager Rate is a negotiated rate that is determined between the client and theManager in their respective discretion. The Manager has complete discretion to agree to charge aManager Rate and can consider any number of factors or criteria, including, among other things, the nature of theStyle Manager Strategy, the complexity of the Accepted Investment Instructions, the nature of the client requests for their Account, theManager’s own competitive considerations, the size of the client’s assets and anticipated investment opportunity, the client’s household value, the overall relationship with theManager, Merrill’s relationship with the Manager, the size of Account investment in the Account, the breadth of the client’s relationship with Merrill and/or with other financial institutions with which the Manager does business. At any time, theManager can decide to no longer consider these criteria in determining its Manager Fee rate for a client.
PAS PAS PAS PAS PAS PAS PAS PAS
• You may accept or decline any proposedManager Rate as part of the negotiation process. Investment Advisory Program Brochure | 26IAPB-032024
• TheManager Rate agreed to between you and theManager will be reflected on the fee summary provided to us by theManager and included in a Program Report provided to you upon enrollment or upon any change to such rate (other than as result of a rate change within the agreed upon fee schedule).
PAS PAS PAS
• Where your agreement with theManager has aManager Rate schedule based on household assets, the assets invested in the Style Manager Strategy in the Account as well as assets invested in theManager’s other Style Manager Strategies held by you and/or others in your designated household will be taken into account in determining the applicableManager Rate from month to month. When such other assets are considered, theManager Rate applicable to your Account may vary from month to month based on the fluctuations in the value of these other assets. Any such consideration may result in aManager Rate that is lower than the one that would have been applicable to your Account if only the value of the assets in your Account were used in making such determination.
PAS PAS PAS PAS PAS PAS PAS PAS
• At any time, we and/or aManager may decide to no longer consider other assets as described above in determining aManager Rate for an Account. PAS PAS
• We will not provide you with the applicable Manager Rate for any Account in an applicable billing cycle on an ongoing basis; however, you may request this information from your Advisor. PAS
• TheManager Fee rate that is provided to us by theManager in a fee summary will apply until we are provided with a different fee summary stating a different rate has been agreed to or applies. We will provide you a copy of the new fee summary in a Program Report upon any such rate change.
PAS PAS
• In certain instances, theManager may waive, reduce or rebate the Manager Fee applicable to a client’s Account. PAS PAS Payment of the Program Fee Initial Program Fee Assessment. When you enroll a new Account in the Program, an initial Program Fee will be assessed during the week following the date on which you have contributed the required minimum level of assets to the Account for the Program Strategy you select. The initial Merrill Lynch Fee component of the Program Fee will be calculated and paid to Merrill based on: (1) the value of the assets in your Account as of the earlier to occur of the last business day of the week or the last business day of the month following required funding and (2) one-twelfth (1/12) of the annual Merrill Lynch Fee Rate applicable to such value, prorated based on the number of days remaining in the month from the date of required funding. The initial Manager Fee component of the Program Fee will be calculated based on: (1) the value of your assets in your Account for the Style Manager Strategy or Style Manager Strategy, as the case may be, as of the earlier to occur of the last business day of the week or the last business day of the month following required funding and PAS (2) one-twelfth (1/12) of the annual Style Manager Rate orManager Rate applicable to such value, prorated based on the number of days remaining in the month from the date of required funding. PAS Monthly Program Fee Assessment. After the initial Program Fee, the Program Fee is typically charged to your Account during the first week of the current calendar month. The Merrill Lynch Fee component will be calculated and paid to Merrill based on: (1) the value of the assets in your Account as of the last business day of the previous calendar month and (2) one-twelfth (1/12) of the annual Merrill Lynch Fee Rate applicable to such value. Similarly, after the initial Manager Fee, the Manager Fee component (applicable Style Manager Fee orManager Fee) will be calculated based on: PAS (1) the value of your assets in your Account for each Style Manager Strategy orManager Strategy as of the last business day of the previous calendar month and PAS (2) one-twelfth (1/12) of the annual Style Manager Rate orManager Rate applicable to such value. PAS The following changes to your Account that occur during the month will not change the Program Fee calculated for the month but will be applied in determining the next month’s Program Fee. These include but are not limited to:
• Changes in the value of your Program Account.
• Fluctuations in the value of your assets and liabilities that we, in our discretion, have decided to consider or to no longer consider in calculating the Program Fee.
• Changes in the Program Strategy type.
• Changes in the individual Style Manager Strategies orStyle Manager Strategies selected or your allocations among them. PAS
• Changes in the Merrill Lynch Fee Rate or the Style Manager Rate or Manager Rate (either as a specified rate or in the form of a schedule). PAS This means that any fee rate change associated with any such change will be implemented for purposes of determining the next month’s Program Fee and there will be no interim adjustment if such events happen intra-month.
Treatment of the Program Fee upon Termination of Your Account or Certain Program Strategy Changes. If you or we terminate your Account, we will refund to you a pro-rata portion of the Program Fee based on the number of calendar days remaining in the month. The refund, if any, will be applied to your Account typically during the week following Account termination. For more information, see “Item 4 Funding and Operation of Accounts.” If you make certain changes to your Program Strategy, we consider the change as an initial enrollment into the new Program Strategy and we will calculate the Merrill Lynch Fee and any applicable Manager Fee for the remainder of the month of the change as outlined in the section “Initial Program Fee Assessment” above.
How the Program Fee is Charged General. Except as noted, you will be charged the Program Fee on all assets in your Account, including cash and cash alternatives. Generally, all Account values used to determine the Program Fee are based on the value of the assets in your Account, as determined by us. In calculating such Account values, we will use a variety of pricing sources, including our Affiliates. When utilizing a Style Manager or aManager, there may be a difference in the determination of the Account values for the Style Manager Fee or Manager Fee versus the Merrill Lynch Fee applicable to your Account.
PAS PAS Cash and Cash Alternatives. The Program Fee will be applied to any cash and cash alternatives held within your Account, including (1) cash that is treated as a cash balance which is automatically swept into a cash sweep option applicable to your Account in accordance with the Cash Sweep Program; (2) cash in your Account due to your having chosen the “No Sweep” option for your cash balances; and (3) cash alternatives held in the Account such as money market funds and the Preferred Deposit product. The Program Fee is in addition to other compensation that we and our Affiliates earn on cash and cash alternatives held in your Account.
Depending on interest rates and other market factors, the yield that you earn on cash balances and cash alternatives has been, and can be in the future, lower than the Program Fee that you may pay on assets held in your Account. As a result, depending on the interest rate environment, you may experience a negative overall investment return with respect to cash and cash alternatives and, in some situations, the effective return on cash held in a bank deposit account can be negative.
For more information on the treatment of cash, see “Item 4 Brokerage, Banking-Related and Custodial Arrangements and Services—Cash Sweep Program and Other Banking-Related Services” and “Item 4 Funding and Operation of Accounts—Cash Balances and the Cash Sweep Program.” Assets Held with a Custodian other than Merrill. If you maintain the assets in your Account with an Affiliated Custodian or an Unrelated Custodian, we will calculate the Program Fee based on information provided by such custodian, which may use a different method to value the securities in the Account than we do. We will not be responsible for verifying the accuracy of information provided by such custodian regarding your Account or any losses or errors that result from that information. For information Investment Advisory Program Brochure | 27IAPB-032024 - - regarding the billing methodology used for Accounts with such a custodian (including the circumstances relating to the addition of new Accounts or termination of Accounts), please speak with your Advisor or. MFSA Annuities. Valuations of Annuities used to calculate the Program Fee will be based on the daily end-of-day contract values provided by the Annuity Issuer. We provide no assurance that the end-of-day contract values given to us by the Annuity Issuer and used to calculate the Program Fee are accurate and we do not verify the Annuity contract values provided.
Alternative Investment Funds. For investments inAdvisory Units (defined below) in Alternative Investment Funds (as defined below), we generally calculate the Program Fee on the basis of estimated and unaudited net asset values provided to us on a periodic basis by the investment managers. Advisory Units means a class, tranche or series of interests, units or shares in an Alternative Investment Fund that is available for purchase by persons investing through an eligible program account that is subject to an asset-based program fee or interests in a separate Alternative Investment Fund that has been structured specifically for clients purchasing through an eligible program account that is subject to an asset-based program fee.
Alternative Investment Funds include hedge funds, private equity funds, managed futures funds, non-traded business development companies, non traded real estate funds, real asset funds, commodity pools, interval funds, or any other Fund that invests in alternative asset classes or other Funds that invest in whole or in part in any of the foregoing types of Funds.
AI We use the most current valuations that we have been provided to calculate the portion of the Program Fee attributable to your investments in Advisory Units. We provide no assurance that the estimated net asset values given to us by the investment managers are accurate and we do not verify the valuations provided by the investment managers. It is possible that we will be using a valuation that does not reflect the current net asset value of yourAdvisory Units as of the date the Program Fee is actually calculated for your Account. We will not make any adjustments to your Program Fee for the Account if the actual net asset value is subsequently updated. For more information about how net asset value for theAdvisory Units is determined by the investment manager, please refer to the offering materials for the relevant Alternative Investment Fund.
AI AI AI The foregoing approach is not applicable to. The valuation of a non-traditional mutual fund is based on the fund’s net asset value and the valuation of a non-traditionalis based on the closing market price. ETF NTFs Treatment of Short Positions. The asset value of an account with margin is based on the market value of the eligible assets, which is the long eligible portfolio value, minus the short cash and short options. All short equity, debt and ineligible securities are excluded from the asset value of the account.
Precious Metals. Valuations of Precious Metals held under the Precious Metals Program and used to calculate the Program Fee and applicable service fees will be based on average daily valuations provided by the third party provider under the Precious Metals Program. Daily valuations will in turn be based on the closing average of the top three indicative bids for the relevant bar type and will not be verified by us.
Assets Subject to Merrill Lynch Fee Deferral. We have determined that we will defer including in the calculation of the Merrill Lynch Fee component of the Program Fee the value of any securities purchased in your Account or transferred into your Account from your brokerage account that had been acquired in the past twelve months through a new-issue offering for which we or an Affiliate were paid under the terms of the new issue offering an underwriting discount, selling concession or other sales commission and as to which an Advisor receives sales compensation. The Merrill Lynch Fee deferral will take place in respect of such securities (Fee Deferred Assets) for a period of up to one year after the Fee Deferred Assets were purchased.
The Fee deferral treatment will not apply in the circumstance when a client determines after the purchase of any such securities to enroll the brokerage account holding such securities in order to receive the Program Services.
Please note that, other than Fee Deferred Assets, any securities purchased in a Merrill securities account, an account of an Affiliate or an account at another firm and/or that is moved to or becomes part of a Program Account will be subject to the Program Fee immediately. This means that securities purchased in an initial public offering or other new-issue offering that are not considered Fee Deferred Assets as well as securities purchased in the secondary market will be subject to the Merrill Lynch Fee Rate being applied immediately upon enrollment of the account into the Program. In these situations, you will have paid an up-front commission or transaction charge at the time of purchase because the security was purchased in a brokerage account where per trade charges and fees apply, and once the security is held in a Program Account, you will pay the Program Fee for the Program Services. Once the security is held in an Account enrolled in the Program, we and your Advisor receive compensation from charging the Merrill Lynch Fee Rate in respect of those securities. While the Account is enrolled in the Program, you will receive the Program Services and you will not pay any sales commissions for any subsequent sales or subsequent purchase transactions that would be charged if done in a brokerage account.
You should assess your own trading patterns, objectives and intention to utilize the Program Services to determine whether purchases and sales of investment securities should be effected in your Program Account where the Program Fee will apply, whether transactions should be effected in a brokerage account where you will pay up-front commissions and whether such assets should be moved to or from the Account. We reserve the right to designate assets as Fee Deferred Assets and to re-designate a Fee Deferred Asset as an asset covered by the Program Fee without notice to you.
Excluded Assets. We have designated certain assets as ineligible for the Program (Excluded Assets). These Excluded Assets are not subject to the Program Fee and will not be entitled to access the Program Services. We may require you to transfer any Excluded Assets out of your Account. Failure to comply with a request to transfer out such Excluded Assets may result in the termination of the Account from the Program. Please note that, consistent with applicable regulation and the terms of the Agreement, we are not an investment adviser or a fiduciary with respect to any Excluded Asset. Commissions or other transaction-based compensation will apply to purchases and sales of Excluded Assets because we have not charged the Program Fee on the value of these securities. This compensation may be more or less than the Program Fee that would have been charged. We reserve the right to designate assets as Excluded Assets and to re-designate an Excluded Asset as an asset covered by the Program Fee without notice to you.
Margin Balances. Margin debit balances do not reduce the value of the Account. Purchasing eligible securities with proceeds from a margin loan increases your Account value by the value of those positions. If the margin loan proceeds are reinvested in securities, the Account value will be affected by any changes in the value of those securities. You will also be charged margin interest on the debit balance in your Account. Margin interest is in addition to the Program Fee. The interest charges, combined with the Program Fee, may exceed the income generated by the assets in your Account and, as a result, the value of your Account may decrease.
Services Covered by the Program Fee The primary purpose of the Program is to provide you with ongoing fiduciary investment advice and guidance for your Portfolio. The Program Fee you pay covers the Program Services, including investment advice and guidance under the Program, access to investment strategies and ongoing monitoring as described in this Brochure, as well as trade execution, clearance and settlement of transactions and custody of assets. It also includes the annual account fee.
The Program Fee will not be adjusted for your use of, or failure to use, the Program Services, including (1) the level of your trade activity (including low or no trading activity); (2) your choice of a Style Manager Strategy or a PAS Style Manager Strategy where the manager engages in trading activity away from us for certain security types (see “Important Information about “Step Out Trades” by Discretionary Managers andManagers“ above); PAS (3) your decision to custody your assets at a financial institution other than Merrill; or (4) your determination to not implement or follow the investment Investment Advisory Program Brochure | 28IAPB-032024 - advice we provide to you. Obtaining incidental services and trade execution should not be a principal consideration in deciding to enroll or remain in the Program. Fees and Expenses Not Covered by the Program Fee Your Program Fee does not cover the following expenses, charges and costs, some of which are discussed in more detail below:
• Dealer spread charges, mark-ups or mark-downs charged with respect to any principal transaction effected by us or our Affiliate or effected by a Discretionary Manager orManager with us or by an Affiliated Trade Counterparty acting as a dealer and fees that we or our Affiliate may receive in connection with our Affiliate’s role as a remarketing agent for certain. VRDOs PAS
• Dealer spread charges, mark-ups or mark-downs charged with respect to any transaction effected by us, a Discretionary Manager or Manager with an Unaffiliated Trade Counterparty acting as a dealer. PAS
• Underwriting discounts, selling concessions or other transaction charges with respect to any new issue securities offering that we or our Affiliate may receive in connection with the offering, a portion of which may be used to pay your financial advisor.

• Commissions, mark-ups or mark-downs, sales charges or penalties charged on purchases and sales of Fee Deferred Assets and Excluded Assets, a portion of which may be used to pay your financial advisor.
• Margin interest and fees and charges, charged by us or third parties, imposed for any margin strategy or for any securities that are shorted as part of an options strategy and that are in limited supply (i.e., the shorted securities are “in demand”), a portion of which may be used to pay your financial advisor.

• Transfer taxes.
• Exchange fees, alternative trading system fees, requiredfees or similar fees charged by third parties, including issuers. SEC
• Electronic fund, wire and other Account transfer fees, including any fees or mark-ups charged for foreign currency exchange or conversions relating to transfers or wires to or from your Account, a portion of which may be used to compensate your financial advisor.

• Custodial fees and expenses associated with your use of an Affiliated Custodian or an Unrelated Custodian.
• Commissions and charges for transactions in foreign ordinary securities and dealer spread charges, mark-ups or mark-downs in connection with foreign currency conversions, including transactions in foreign ordinary shares or or foreign currency wire transfers either in or out of your Account.
ADRs
• Fees, expenses and charges charged by Funds or by the managers or sponsors of Funds.
• Fees and charges that are specific to Annuities or in respect of the Precious Metal program, including administrative and distribution fees, charges for optional benefits, surrender charges as well as charges for the underlying investment options.

• Any other charges imposed by law or otherwise agreed to by you and Merrill with regard to your Account, including those charges payable to Merrill and/or third parties as described in the Brochure. The Program Fee does not include certain fees and charges relating to transfers and terminations, certain corporate actions and banking related services, like lending, check-writing services, money transfers, wire transfers, including foreign currency wire transfers, and conversions.
Certain of these fees and charges are detailed on theMerrill Schedule of Miscellaneous Account and Service Fees and the Explanation of Fees document (as to fees and charges associated with foreign currency wire transfers and conversion), available at ml.com/relationships . Please see the brokerage account agreement and account enrollment documents relating to brokerage services and related transactions and account fees for your Merrill account. If you have any questions about any charges or fees applicable to your Account, please consult with your financial advisor.
For new issue securities offerings, you will pay the public offering price on securities purchased from an underwriter or dealer involved in a public offering distribution and such public offering price may reflect costs incurred by the issuer in conducting the offering or distribution with such underwriter or dealer, which may be one of our Affiliates.
For certain transactions effected by a Discretionary Manager or aManager, PAS the trading-related charges and costs (dealer spreads, mark-ups or mark-downs) charged by the Affiliated Trade Counterparty or Unaffiliated Trade Counterparty acting as a dealer are included in the net price of the security and will not be reflected as separate charges on your trade confirmations or account statements. We will undertake, at your written request, to obtain the amount of this remuneration for a given transaction in your Account.
For foreign ordinary securities transactions, a foreign Unaffiliated Trade Counterparty we use to effect the transaction will assess trading related charges and costs and, to the extent a foreign currency conversion transaction is required, it will be remunerated in the form of a dealer spread or a mark-up/down. In addition, fees associated with transactions in foreign ordinary securities can also include local country costs and fees and stamp taxes. These costs, fees and commissions/dealer spreads are included in the net price of the security and will not be reflected as separate charges on your trade confirmations or account statements. We will undertake, at your written request, to obtain the amount of this remuneration for a given transaction in your Account.
If you invest in Funds including Alternative Investment Funds, you will bear your proportionate share of such Fund’s fees and expenses including, but not limited to, management fees and performance-based compensation paid to the Fund’s investment managers or their Affiliates, fees payable to the Fund’s professional and other service providers, transaction costs and other operating costs. In addition, any Fund contingent deferred sales charge, redemption or other fees imposed by a Fund manager as a result of your redeeming the Fund (e.g., to invest in a particular Program Strategy) will be separate from, and in addition to, the Program Fee. The Program Fee does not cover or offset any fees and expenses that any Fund incurs for transactions occurring within the Fund itself, including commissions and other transaction-related charges incurred by the Fund, even if we or any Affiliate effect these transactions for the Fund or provide services to the Fund. All of these fees and costs may be material. An investor in a fund-of-funds or feeder fund vehicle will also bear a proportionate share of the fees and expenses of each underlying investment fund. Please consult the prospectuses and offering material for the Funds for more detailed information on the amounts charged.
When you invest in Annuities, you will be subject to fees and charges that are specific to these products, which may include, but are not limited to, mortality and expense risk charges, administrative and distribution fees, charges for optional benefits, surrender charges and charges for the underlying investment options. Over time, your total expenses to own an Annuity in an Account enrolled in the Program may be greater than the total expenses to own a similar Annuity in a brokerage account.
When you trade and hold Precious Metals under the Precious Metals Program, you will be subject to transaction and service fees which will be in addition to, and will not be covered or offset by, the Program Fees. A portion of the service fee you are charged by the third-party provider of the Precious Metals program will be allocated between the provider and Merrill as compensation for ongoing sub-accounting, reconciliation, transaction and related expenses. Valuations of Precious Metals used to calculate these applicable transaction and service fees will be based on average daily valuations provided by the program provider. Daily valuations will in turn be based on the closing average for the top three indicative bids for the relevant bar type and will not be verified by Merrill. Please consult the Precious Metals Disclosure Document for this program for further details on the amounts charged and allocation arrangements.
Investment Advisory Program Brochure | 29IAPB-032024 Ability to Obtain Certain Services Separately and for Different Fees You may be able to obtain the same or similar Program Services or types of investments through a brokerage account or other investment advisory programs and services offered by Merrill. These may be available at lower or higher fees than the Program Fee you pay. You may also be able to obtain some or all of the Program Services from other firms and at fees that may be lower or higher than the Program Fee we charge.
Depending on your asset allocation, Program Strategy selection and Merrill Lynch Fee rate, certain security types and investment strategies are available to you outside of the Program for more or less than you would pay in the Program. When you compare the account types and investment advisory programs and their relative costs with what is available in the Program, you should consider various factors, including, but not limited to:
• Your preference for a fee-based or commission-based relationship.
• The nature and breadth of the offering and services provided in the programs you are comparing.
• The qualifications of your financial advisor and what they are able to offer you based on their qualifications.
• Whether the program has the features and framework to offer you the ability to manage your investment assets in the method you require or prefer.
• The ability to access a wider range of investment solutions and products available to you, including Style Manager Strategies, Style Manager Strategies and individual securities, including Funds. PAS
• The ability to choose whether to delegate or retain Authority.
• Whether you want to work with your Advisor at the Merrill Lynch Fee Rate you agreed to in order to have the ability to access the complete range of available Managed Strategies and investment solutions available in the Program.

• Whether you are willing to work with anwho is qualified to offer you advice and guidance in the Program with respect to the Managed Strategy type only and as to a smaller number of Style Manager Strategies than an Advisor may offer you.
MFSA
• The types of investments available to you through a brokerage relationship.
• The types of investment solutions available to you under theand with Advisor programs discussed in more detail below. MGI MGI
• How much trading activity you expect to take place in your Account.
• How much of your assets you expect to be allocated to cash.
• The frequency and type of client profiling reports, performance reporting and account reviews that are available in a brokerage account and in the other Merrill investment advisory programs. The, with Advisor and Programs. MEAA MGI MGIWe offer the Merrill Guided Investing program (), the Merrill Guided Investing with Advisor program ( with Advisor) and the Merrill Edge Advisory Account program (). These investment advisory programs have different service models and set of investment offerings than the Program.
MEAA MGI MGI Under the Program, from a service model perspective, you have direct access to and advice and guidance from your dedicated Advisor or your , as the case may be, whom you have personally selected and chosen to work with to discuss the particular investment strategy and available alternatives. is a self-guided investment advisory program through an interactive website and there is no advice or recommendations available from a financial advisor. For the with Advisor and programs, you are provided advisory services from Financial Solutions Advisors () who are available to you through our call center or at certain bank branch locations. These investment advisory programs only offer Style Manager Strategies constructed by our ( Style Manager Strategies) and not the fuller complement of Style Manager Strategies available in the Program.
The Style Manager Strategies available in, with Advisor and are the same as or very similar to those available in the Program.MEAA MGI MGICIO CIOCIO FSAs MEAA MGI MGI MFSA In the Program, you have access to a much larger set of Style Manager Strategies and the ability to access Program Strategy types and investment products and solutions that are unavailable in , with Advisor or . You have access to both Merrill-managed Style Manager Strategies, Style Manager Strategies and third-party managed Style Manager Strategies. You may implement a potentially more customized investment solution for your Portfolio using the other Program Strategy type options available as well as access to a number of investment products and solutions. Depending on the Merrill Lynch Fee Rate you pay for Program Services, you may obtain certain of the Style Manager Strategies for a lower cost in the, with Advisor andprograms but you will not have access to the same service model from a dedicated financial advisor, certain of the Program Services and investment offerings and investment flexibility.
MEAA MGI MGI CIO CIO MEAA MGI MGI We have provided you with materials that help to explain the various platforms and programs we offer, including the Form CRS and the Summary of Programs and Services , both of which are available at ml.com/ relationships or from your Advisor or upon request. MFSA Access to Managed Strategies through Other Investment Advisory Programs at Merrill and its Affiliates. Merrill makes available the following dual contract investment advisory programs: the Merrill Lynch Strategic Portfolio Advisor Service program () and Merrill Lynch Managed Account Service program (). By enrolling into, clients can access discretionary management services and investment strategies and related advisory and trading services of participating third-party and affiliated investment managers (each, amanager) they select for their account. Participation in requires the client and themanager to enter into a separate contract that sets forth the terms of the manager’s services and the negotiated, agreed uponmanager fee rate. In addition, the client will enter into the Merrillagreement that provides, among other terms, for the payment of the Merrill fee rate (a rate negotiated by the client and their Advisor). The maximum Merrill rate that can be charged is 1.50% for equity and hybrid managed strategies and 0.70% formanaged fixed income strategies. There are various fee levels depending on the assets invested in the program. Certain Managers also participate in the Program as Managers and/or Style Managers.
PAS SPA SPA SPA SPA SPA SPA SPA SPA SPA SPA SPA SPAMAS SPA The program is designed to accommodate a client’s selection of a third-party investment manager that is not currently available in other Merrill investment advisory programs. Under this program, Merrill makes the investment strategy available on an exception basis where the client or the Advisor has a pre-existing relationship with the manager prior to establishing an account relationship with Merrill.
MAS MAS BANA, our Affiliate, makes available certain of its managed strategies through the Program asStyle Manager Strategies. These strategies are available for clients who want trust management services from and Program Services from their Advisor through the Program for their accounts and they also are available directly throughoutside of the Program. The fee schedules applicable to clients and clients with accounts directly throughare different from that offered in the Program and can be lower than the Merrill Lynch Fee Rate negotiated with an Advisor as the maximumrate that can be charged is lower than the maximum Merrill Fee Rate that can be charged for the Program.
BANA BANA TMA BANA TMA BANA PAS In the Program, we may offer or make available from the same investment manager a Style Manager Strategy that is substantially similar to a Style Manager Strategy. By selecting the Premium Access Strategy for their Account, if eligible, the client has the opportunity to negotiate a lower rate for theStyle Manager Strategy than the specified Style Manager Strategy Rate for the Style Manager Strategy. CertainManagers also participate in the Program asManagers and/or Style Managers. PAS SPA There are important differences among theandprograms, a account relationship and this Program in terms of the involvement BANA MAS SPA Investment Advisory Program Brochure | 30IAPB-032024 - - FUNDING & OPERA TION OF Y OUR ACCOUNT of your Advisor in providing ongoing advice, the services associated with the relevant investment advisory or trust program offering, structure and administration, the depth of research conducted on the managers available in the programs and the applicable fees. You may request a copy of the program brochures for theand programs or or trust account materials by contacting your Advisor.
TMA MAS SPA ADV Funding and Operation of Accounts Enrolling and Funding Your Account Account Enrollment into the Program. By signing the Agreement, you can enroll an Account and then any subsequent Accounts into the Program in the same account ownership capacity by providing verbal, electronic or written instructions. Examples of different account ownership capacities include an individual, a joint ownership capacity, a trustee of a trust, a personal representative or executor of an estate, a guardian for a minor, a business entity, a non-retirement plan and an endowment. You may need to sign a separate Agreement if you want to open an Account in account ownership capacity not covered in the originally signed Agreement.
IRA The effective date of the Agreement for each of your Accounts will be the date of its acceptance by us and will be set forth in the Program Report you receive. The effective date of a Program Strategy change will be the date that the change is entered and noted into our systems. Any preliminary discussions or recommendations provided to you before Merrill accepts the Agreement do not constitute investment advice under the Advisers Act and should not be relied on as fiduciary investment advice.
A Client request to enroll in the Program or to initiate a Program Strategy change is not considered a market order due to the requirements for enrollment, which includes funding as well as the administrative processing time needed to implement enrollment instructions. We will initiate Program Services for new Accounts after your execution of any required Account documentation, approvals and funding of the Account and expect such enrollment to occur promptly.
Funding the Account. There is typically a short delay between Account inception and initial investment transactions. Until we initiate Program services with respect to a new Account, your assets will be held in a brokerage Account for which you will be solely responsible for making any investment decisions with respect to the assets. During such time, we will not act as an investment adviser with respect to the assets.
You may fund your Account by depositing cash and/or securities acceptable to us. We may determine in our sole discretion that certain assets, including securities or pending orders relating to securities, are ineligible for the Program or otherwise unacceptable. If we determine any contributed asset is not eligible or is unacceptable, by your execution of the Agreement, you authorize us to transfer this asset to a Merrill brokerage account or sell the asset as promptly as practicable, including on a principal basis, and charge you a commission for the sale of the asset. We also may request that you take action to transfer the ineligible assets out of an Account. Failure to comply with such a request may result in that Account’s termination from the Program.
For Accounts that are in a Personalized Strategy with Advisor Discretion, a Personalized Strategy with Client Discretion and/or a Defined Strategy, upon enrollment of your Account in the Program, you acknowledge and agree that any open “good ‘til cancelled orders,” “good ‘til date orders” and “day limit orders” for equity securities that have not been executed in your brokerage account will be cancelled for administrative purposes. A “good ‘til cancelled order,” “good ‘til date order,” or “day limit order” for equity securities will not be re-entered in your Account unless you instruct your financial advisor to do so. Any such re-entered orders will be executed by Merrill in the trading capacity permitted for the Account.
You may contribute certain Annuities and certain units of certain Alternative Investment Funds to be held in an Account that has selected the Personalized Strategy with Client Discretion as the Program Strategy type for the Account.
If you select a Style Manager Strategy for your Account, we will as a general matter sell any assets you may have in your Account in order to invest in accordance with the Style Manager’s recommendations. If we determine not to sell the particular asset, are unable to sell the asset or if you specifically direct us in writing to not liquidate the asset (before it has been liquidated), we have the right to transfer the asset to a Merrill brokerage account or other account. We will not act as a fiduciary or an investment adviser in connection with these sale transactions. You are responsible for all tax liabilities arising from any sale of such ineligible or unacceptable assets.
If you select a Style Manager Strategy for your Account, the Manager will as a general matter sell any assets you may have in your Account in order to invest such assets in accordance with theManager’s investment strategy. The terms of yourManager/Client Contract with theManager will determine the treatment of assets held in the Account and whether you can direct theManager to refrain from liquidation of any asset. We will not act as a fiduciary or an investment adviser in connection with these sale transactions. You are responsible for all tax liabilities arising from any sale of such ineligible or unacceptable assets.
PAS PAS PAS PAS PAS PAS Special Note about Funding Your Account with Mutual Fund Shares. Before contributing mutual fund shares to the Program, you should consider that you will have paid a front-end sales charge or may be obligated to pay a contingent deferred sales charge or redemption fee if the mutual fund shares are redeemed by us in order to invest in the manner you have selected as part of your Program Strategy for the Account. These fees, where applicable, will remain your responsibility and will be in addition to the Program Fee.
Each mutual fund has its own system of fund share classes for certain types of clients and accounts. The Program-eligible share classes vary depending on the mutual fund, its roster of share classes and our agreements with the mutual funds. In general, the share classes that are eligible for the Program do not have any sales loads and annual asset-based fees. Annual asset based fees include “service fees” or “12b-1 fees” charged by mutual funds.
There are some mutual funds available in the Program that have such annual asset-based fees due to share class availability.
If you contribute or hold mutual fund shares that we deem to be ineligible for the Program, depending on the Program Strategy you have selected, we will either sell them and purchase the share class eligible for the Program or we will exchange them into the Program eligible share class as promptly as practicable under the Authority provided to us under the Agreement, the mutual fund prospectus rules and our own policies. We may also require you to remove them from the Account. We may elect to not exchange particular share classes of a mutual fund if, for example, there is no equivalent class eligible for the Program or if other circumstances exist. Depending on your Program Fee, by contributing mutual fund shares to your Account in the Program, you could be subject to higher expenses overall once the shares are exchanged into a class we deem to be eligible or if you held them in your brokerage account.
Holding Funds in your Account If you invest in Funds, you will bear your proportionate share of such Fund’s fees and expenses including, but not limited to, management fees and performance-based compensation paid to the Fund’s investment managers or their Affiliates, fees payable to the Fund’s professional and other service providers, transaction costs and other operating costs. The Program Fee does not cover or offset any fees and expenses that any Fund incurs for transactions occurring within the Fund itself, including commissions and other transaction-related charges incurred by the Fund, even if we or any Affiliate effect these transactions for the Fund or provide services to the Fund. Please consult the prospectuses and offering material for the Funds for more detailed information on the amounts charged.
Certain Style Manager Strategies andStyle Manager Strategies include Funds as part of the investment portfolio, including Manager Related Funds sponsored or advised by a Style Manager orManager (or their respective Affiliates). Certain of these Manager-Related Funds are designed to only be utilized in wrap fee programs, have no internal Investment Advisory Program Brochure | 31IAPB-032024 - advisory or distribution fees (but do have certain ongoing expenses) and cannot be held outside of the particular strategy. The Style Manager or Manager typically views such Funds as an integral part of their strategy with no appropriate substitutions that can be utilized as replacements.
Clients will indirectly bear Fund expenses for their Account assets allocated to Manager-Related Funds from the fees received by the Style Manager Affiliate directly from the Fund for certain expenses.
PAS To the extent that a Style Manager orManager utilizes a Manager Related Fund that is charged a fund management fee by the Style Manager orManager (or their Affiliate), Merrill will work with the Style Manager orManager, as the case may be, to provide a rebate of the fund management fees paid in respect of the Manager-Related Fund holdings as against the Style Manager or Manager Fee. See the information covered in “Holding Funds in your Account” in this section and “Item 9 Compensation, Conflicts of Interest and Material Relationships—Affiliated Investments of a Style Manager or aManager.” PAS PAS PAS PAS PAS Contributions and Withdrawals Contributions. Contributions of cash and securities to your Account may be made at any time. For an Account that has selected a Style Manager Strategy, there may be a delay between the date that securities are contributed to the Account and the date thatinvests such funds and/ or liquidates contributed securities, if applicable. For an Account that has selected the Premium Access Strategy type and aStyle Manager Strategy, there will be a delay between the date the securities are contributed to such Account and the date that theManager invests such funds and/or liquidates contributed securities, if applicable. Neither Merrill norwill be liable for any lost opportunity profits that may result from a delay in investing or liquidating contributed securities in order to invest the proceeds.
MAA PAS PAS MAA Withdrawals. For withdrawal requests, the liquidation of certain securities will be required. Withdrawal requests will be implemented as promptly as practicable, although implementation of the withdrawal may be delayed in certain instances, such as during periods of extreme market volatility.
The following will apply to our handling of a withdrawal request:
• We require at least five business days prior notice before you withdraw assets from an Account. In certain situations, it may take longer than five business days before you can access your requested funds. The ability of , or theManager in the case of assets invested in a Style Manager Strategy, to liquidate may be impacted by market conditions and events or pending rebalancing or other actions being taken in respect of the Portfolio.
PAS PAS MAA
• Your withdrawal request will be handled as promptly as practicable given other activities that may be occurring at the same time in an Account or Portfolio, like changes to a Program Strategy, a change to the Style Manager Strategy orStyle Manager Strategy applicable to the Account, any rebalancing transactions in process and other activity affecting the Account.
PAS
• For withdrawals from an Account invested in aStyle Manager Strategy, you must take action to notify promptly theManager with respect to any additions or withdrawals of assets to the Account and to avoid conflicting instructions to Merrill and theManager. Neither Merrill norwill be responsible or liable for any losses due to your failure to provide such prompt notification of additional or withdrawn assets to the Account or in circumstances where you provide conflicting instructions to Merrill and theManager. PAS MAA PAS PAS PAS
• For Managed and Custom Managed Strategy Accounts, if you do not withdraw the proceeds received from a liquidation from the Account within 15 calendar days after the proceeds have settled in the Account, may take action to reinvest the proceeds without notifying you in accordance with the strategy that was part of the Managed Strategy or Custom Managed Strategy.
MAA
• We reserve the right to terminate any Account that falls below the required minimum asset size as reflected in the applicable Profile for a Style Manager Strategy or aStyle Manager Strategy. PAS
• Merrill reserves the right to liquidate, redeem or exchange mutual funds, Alternative Investment Funds, and other securities that are transferred from an Account to a brokerage account.
• In certain circumstances, you may not be permitted to redeem all or a portion of your investment in an Alternative Investment Fund at the time of your choosing and you may be required to hold such investments indefinitely.

• We will charge the Program Fee on the value of your Account investments (except for certain Alternative Investment Funds under certain circumstances) until the proceeds from any sale or redemption have moved out of the Account.

• For certain Alternative Investment Funds, all or a portion of your redemption proceeds may not be available to you for a period of time following the effective date of redemption (the date on which the Alternative Investment Fund has provided as the redemption date for the particular investment (i.e., the monthly or quarterly scheduled date). You will continue to pay the Program Fee on the value of your investment in a particular Alternative Investment Fund through the redemption date unless determined by us in our sole discretion.

• Frequent withdrawals from your Account may affect the achievement of your investment objectives and taxable gains and losses may be realized as a result of your withdrawal instructions. Your Account’s trading activity may impact available funds for an Account under margin rules.
See “Item 4 Brokerage and Custodial Arrangements and Services” for additional information.
To the extent aManager has been granted discretion over an Account, you authorize Merrill to provide all necessary and applicable information to theManager concerning assets in such Portfolio and transactions each Manager effects in the Account.PAS PAS PAS Cash Balances and the Cash Sweep Program Depending on the Program Strategy type you have selected, either you, your financial advisor, a Style Manager or aManager will determine the cash allocation for your Account. The cash allocation can be held in the form of cash balances in your Account or investments in cash alternatives in your Account. At times, your Account will have an allocation to cash balances that will be automatically swept to the cash sweep option applicable to your Account under the Cash Sweep Program because you or your Advisor have made a decision to keep a cash balance for various purposes, such as your cash needs or as a way to fulfill your cash asset allocation target. Where your Account has selected to invest in a Style Manager Strategy or Style Manager Strategy, the Style Manager orManager determines whether to keep a cash balance for operational and/or investment purposes as part of the strategy. See “Item 4 Investment Strategies Available.” PAS PAS PAS Under the Cash Sweep Program, any uninvested cash balances in your Account will automatically be “swept” in accordance with the cash sweep option available to you for your account type (or if more than one is available, as designated by you) as part of your underlying brokerage account agreement. Other than for Retirement Accounts, there is also a “No Sweep” option. Cash balances maintained in Accounts that are held with a custodian other than Merrill are not subject to the Cash Sweep Program and will not earn interest or dividends on any cash balances held.
Apart from the Cash Sweep Program, Merrill makes available money market funds through the Program for investment. Certain money market funds are available with a one dollar ($1) minimum investment and have same day settlement periods. For transactions in money market funds facilitated or implemented by, the available money market funds have a settlement period of one day. We also make available in certain Program Strategy types the Preferred Deposit product that has a minimum investment requirement of $100,000 currently. We can change the minimum investment requirements at any time without notice.
MAA Except for Accounts that have invested in a Style Manager Strategy or Manager Strategy, at any time, you can instruct your Advisor to invest cash PAS Investment Advisory Program Brochure | 32IAPB-032024 - - balances in cash alternatives, like money market funds and the Preferred Deposit product, or to invest in securities other than cash alternatives. For Style Manager Strategies andManager Strategies, the Style Manager orManager, as the case may be, determines how to invest the assets in the Strategies and may determine to keep a cash balance as part of the strategy as described above.
PAS PAS We have a conflict of interest regarding the use of bank deposits as a cash sweep option because such use benefits Merrill and benefits our Bank Affiliates. See “Item 9 Compensation, Conflicts of Interest and Material Relationships” at the headings “Cash Sweep Program Compensation Received by Us and Our Affiliates,” “Compensation Received by Us for Sub accounting Services” and “Mutual Funds Arrangements and Compensation” and “Item 9 Participation or Interest in Client Transactions and Conflicts of Interest-Cash Balances and Cash Sweep Program.” You can hold cash in a separate brokerage account or in a deposit account at a Bank Affiliate or at other banking institution. This cash will not be subject to the Program Fee and will not receive any Program monitoring and other Program Services. We will not be an investment adviser or fiduciary with respect to such cash.
Your Responsibilities for Account Operation and Management You must notify your financial advisor promptly of any material change in financial circumstances, investment objectives, or investment restrictions (if any) that may affect the nature of the investment advice and services your financial advisor provides to Program Accounts. Because the management of an Account that is enrolled in aStyle Manager Strategy is the responsibility of the particular Manager and not ours, you must provide any such updated information directly to theManager. We and your financial advisor do not have any obligation to communicate such information to theManager. PAS PAS PAS PAS You are responsible for monitoring the total amount of deposits, including brokeredand other bank deposit products, held at any one bank, including at any of our Bank Affiliates, forinsurance limits. There is more detailed information aboutinsurance and limits in the FDIC FDIC CDs Sweep Program Guide . See “Item 4 Brokerage, Banking-Related and Custodial Arrangements and Services—Cash Sweep Program and Other Banking Related Services.” Closing an Account and/or Terminating the Agreement The Agreement may be terminated at any time by either us or you, by providing verbal or written notice. The termination of the Agreement will terminate all Accounts. You may also terminate any Account by giving us notice of termination. Your termination of a particular Account will not automatically terminate any of your other Accounts. Termination of the Agreement will not preclude the consummation of any transaction initiated prior to termination. Termination of your Account will be effective following the completion of processes that may be required to terminate the Account, including any required liquidations.
We will not be responsible for market fluctuations in your Account from time of written notice until complete liquidation. All efforts will be made to process the termination in an efficient and timely manner. Factors that affect the orderly and efficient liquidation of an Account include, but are not limited to, size and types of securities, liquidity of the markets and market-makers’ abilities. Due to the administrative processing time needed to terminate an Account, termination requests cannot be considered market orders. It could take up to several business days under normal market conditions to process your request, particularly as it relates to Accounts that have selected aStyle Manager Strategy for their Account. For an Account that is in aStyle Manager Strategy, it is your responsibility to notify both your Advisor and theManager of your decision to terminate the selection of theStyle Manager Strategy for the Account and to terminate theManager/Client Agreement with the Manager. PAS PAS PAS PAS PAS PAS Upon termination of an Account or the Agreement, a pro-rata adjustment to the Program Fees for the remainder of the billing period will be made, which may result in your receiving a refund of a portion of the Program Fee monthly payment. In addition, your Account will be converted to, and designated as, a brokerage account that will be subject solely to the terms and conditions of the Merrill brokerage account agreement.
The termination of your financial advisor’s employment with Merrill or a change in the role of your financial advisor will not automatically terminate the Agreement. In such an event, we will transfer your Accounts to a different financial advisor and we will inform you of this fact. The Program Strategy and Authority that is in effect for any such Account will continue with the newly designated financial advisor and the Account will remain in the Program and incur the Program Fee until you instruct us otherwise.
Merrill reserves the right to take action under its Program guidelines to terminate the Account from the Program or to authorize or preclude financial advisors from taking action in respect of your Account if we are unable to obtain instructions from you as to your Account in a timely manner.
If your Account is terminated and converted to a brokerage account, the brokerage services and activities will be limited to those available from your Advisor or, as the case may be. The brokerage capabilities you will receive where your financial advisor is anare more limited than those available from an Advisor. You (or any other party acting on your behalf) will have the sole responsibility for the investment of assets in the brokerage account. In the event of a termination, the Account assets will not be liquidated but will be held in your brokerage account, except where the holding of such security in that account is not permitted.
MFSA MFSA For an Account that is in Personalized Strategy with Advisor Discretion, Personalized Strategy with Client Discretion and/or Defined Strategy, upon termination of your Account from the Program, you acknowledge and agree that any open “good ‘til cancelled orders,” “good ‘til date orders” and “day limit orders” for equity securities will be cancelled. A “good ‘til cancelled order,” “good ‘til date order” or “day limit order” for equity securities will not be re-entered in your brokerage account following termination of your Account from the Program unless you instruct your financial advisor to do so. Any such orders may be executed by Merrill on a principal, agency or agency cross basis in the brokerage account.
Special Note about Impact of Termination on Holdings of Mutual Funds, Alternative Investment Funds and Annuities. For certain mutual funds (including) and Alternative Investment Funds, the advisory share class of such funds are not eligible to be held in an account that is not enrolled in the Program. Upon Account termination or termination of the Agreement or if you or we move or transfer mutual fund shares from your Account to a brokerage account, we will automatically liquidate, redeem or exchange these mutual fund shares into another appropriate share or unit class in accordance with applicable offering materials and our own policies, without providing prior notice. In addition, Manager-Related Funds that may be part of a Style Manager Strategy or aStyle Manager Strategy cannot be held outside of the particular managed strategy. Upon termination, we will work with the Style Manager orManager to liquidate the position. PAS PAS NTFs ForAdvisory Units, we may automatically redeem or convert the Advisory Units to another appropriate tranche, share, or unit class in accordance with applicable offering materials and our own policies, without providing prior notice. Any liquidation, redemption or exchange will generally be effected as soon as practicable, which may be as soon as the close of the next business day following termination or transfer. For certain securities, such as those traded on a when-issued basis or as odd-lots, the liquidation or redemption process may take longer. Additional fees and expenses may apply upon any such liquidation, redemption, exchange or conversion.
AI AI Brokerage share classes, tranches or units of mutual funds and Alternative Investment Funds generally will have higher operating expenses than advisory share classes that are eligible for the Program and will charge sales loads and/or trailing commissions, which will be used to compensate Merrill Investment Advisory Program Brochure | 33IAPB-032024 - or one of its Affiliates and your financial advisor. Please note that if there is higher compensation resulting from the liquidation, redemption or exchange of mutual fund shares,Advisory Units or Annuities, your Advisor has a financial incentive to recommend that you terminate your Account or move individual positions from your Account to a brokerage account and therefore has a conflict of interest. See “Item 9 Compensation, Conflicts of Interest and Material Relationships—Compensation and Benefits to Merrill and Financial Advisors.” AI As to any holdings of Annuities, upon termination of your Account, Merrill and will no longer act in any capacity as to any Annuity held in your Account, including as broker-dealer of record, custodian (or beneficiary) or as general agent and insurance broker. We will resign all positions and you will have to make alternative arrangements for the holding of this asset.
You should discuss with your Advisor the impact of an Account’s termination from the Program with respect to an Annuity.
MLLA Legal Matters and Related Notifications We will not advise or act for you with respect to any legal matters for securities held in your Account, including bankruptcies or class actions. In its role as a broker-dealer, Merrill will endeavor to send you any documents received with respect to such matters. You may enroll in the Merrill Class Action Settlement Service, a separate administrative service. Please note that this service is not part of the Program or covered by the Program Fee.
Tax Matters General Tax Matters. The wide ranging variety of investments that may be covered by the Program makes it impossible to alert you to the tax risks and consequences of each investment. You are responsible for all tax liabilities and tax-return filing obligations arising from the transactions in the Program. You also are responsible for all tax liabilities and tax-return filing obligations arising from all transactions in your Account. We are not responsible for attempting to obtain any tax credit or similar item or preparing and filing any legal document on your behalf. You should review all disclosures you receive associated with the investments held in and transactions occurring within your Account with a qualified tax professional.
We do not, and will not, offer tax advice to you and you need to rely on such qualified tax professional in all instances for tax advice.
If you are an investor with special circumstances such as a non-U.S. resident or an entity sensitive to unrelated business taxable income, you should also discuss with your qualified tax professional the tax consequences of each investment to be held in your Account as there may be additional tax withholding, reporting and payment obligations which may result from such investments. Special tax rules may apply to the investments themselves which may result in unique tax consequences to you. In some circumstances, certain tax elections may be able to be made that will affect the tax consequences arising from such an investment.
Certain investments (such as master limited partnerships) may result in tax consequences to investors that are subject to tax on unrelated business taxable income and you will be responsible for the reporting and filing of tax returns and the payment of the associated income tax resulting from such investments.
You should be aware that tax consequences may arise when Portfolio changes occur such as rebalancing, liquidations and redemptions and as a result of any action undertaken as part of aOverlay Service or in implementing a Direct Indexing/Style Manager Strategy or Direct IndexingStyle Manager Strategy. Except to the limited extent described in this section, we specifically disclaim any undertaking of tax management of your Account or investments and assume no responsibility for any resulting tax consequences. Additionally, if you direct us to take certain actions in an Account (other than an Account with aStyle Manager Strategy, as to which we cannot take any such instructions) for tax related reasons, there is no assurance that your desired tax effect will be realized. For example, if you direct us to realize gains in your Account, when we resume normal trading activity in your Account, such activity could generate new taxable losses or gains and the same or similar securities may be repurchased. Similarly, if you direct us to realize losses in your Account, when we resume normal trading activity in your Account, such activity could generate new taxable losses or gains.
PAS /TEM PAS TEM TEM Upon your request to realize losses within an Account (other than an Account with a Style Manager Strategy, as to which we cannot take any such instructions) and not as part of a Overlay Service, we will attempt to undertake the following: TEM PAS (1) restrict purchases of substantially identical securities in the Account for a minimum of thirty-one calendar days following the sale of securities at a loss in the Account; (2) restrict sales of substantially identical securities in the Account that are currently at a loss for a period of thirty-one calendar days following the purchase of securities in the Account; and (3) at our discretion, engage in strategies to invest the available proceeds for varying time periods in substitute securities, current holdings, and/or alternative securities such as. ETFs We also could determine to hold cash in certain circumstances. We do not make any guarantee that these actions will be successful in recognizing the losses. We are not providing any tax advice with respect to the effects of these transactions including whether a loss has been disallowed pursuant to the wash sale rules under the Code and we do not take into account the trading activity in any of your other accounts, including your other Accounts in the same Portfolio Group, any other Accounts you may have in the Program or any accounts you have with Merrill or its Affiliates or third parties. You should be aware that as a result of these transactions, a higher than normal cash allocation may result for a period of time. In addition, this type of transactional activity may adversely affect Account performance and may increase the volatility of its results.
For Accounts with aStyle Manager Strategy, any requests to realize gains or losses with the Account must be made to theManager as the Manager has full investment and trading authority respecting activity in the Account.
PAS PAS PAS Special Risk and Limitations associated with Tax Efficient Management Offerings. We make available to eligible Accounts: (1) TEM Overlay Services provided byand MAA (2) Direct Indexing/TEM strategies offered by Style Managers and Managers (both, Tax Efficient Management Offering). PAS There are risks and limitations associated with a Tax Efficient Management Offering and these limitations may result in tax inefficient trades and wash sales. A Tax Efficient Management Offering is designed to effect tax efficient management undertax rules and regulations. You should consult your tax and/or legal advisor prior to enrolling in any Tax Efficient Management Offering, as well as on an ongoing basis, to determine whether the wash sale rules, the straddle rules, or other special tax rules could apply to your trading activity. Generally, under the wash sale rules, if you sell a security for a loss and you repurchase the same (or a substantially identical) security either 30 days before or 30 days after the date of sale, the loss is disallowed. In addition, other tax treatment rules, such as the straddle rules, may disallow losses. There is little authority governing whether anor mutual fund replacement security is “substantially identical” to another or mutual fund security for purposes of the wash sale rules. As such, no assurances can be provided that if we or a Style Manager choose an or mutual fund security as a replacement security to the sold security, the replacement or mutual fund security will not be deemed “substantially identical” for purposes of the wash sale rules.
ETF ETF ETF ETF U.S. A Tax Efficient Management Offering applies on a per-Account basis only and only to the Account that has selected the particular Tax Efficient Management Offering. Please note, however, that the wash sale rules apply to securities transactions in not only that Account but also to securities transactions in all other accounts held by you, your spouse and certain entities controlled by you and your spouse. The accounts covered under the wash sale rules include all taxable accounts and retirement accounts held at Merrill or an Affiliate that are brokerage accounts and/ or accounts enrolled in investment advisory programs, and all securities Investment Advisory Program Brochure | 34IAPB-032024 accounts of any type held with third parties in each case, held by you, your spouse and certain entities controlled by you and your spouse (securities accounts). A particular Tax Efficient Management Offering will not take into account trading activity in any of these other securities accounts. If an Account that has selected a Tax Efficient Management Offering is part of a Portfolio Group, the Tax Efficient Management Offering will only apply to activities occurring in that Account and not to the activities occurring in the other Accounts that are part of the Portfolio Group.
The sale of a security for a loss in an Account enrolled in a Tax Efficient Management Offering will not generate a loss for tax purposes if the security or position was part of a wash sale or straddle as a result of trading activity or securities in any other of your securities accounts. In addition, the purchase of a replacement security in an Account enrolled in a Tax Efficient Management Offering may give rise to a wash sale with respect to a security or position in any of your securities accounts (including those of your spouse and certain of your spouse’s controlled entities). Similarly, other trades executed in any securities account may also result in a wash sale in the Account enrolled in a Tax Efficient Management Offering. If you have elected to participate in the Automatic Contribution Service, Automatic Withdrawal Service, or Rebalancing Service offered in the Program for certain Program Accounts, the transactions that occur as a result of a Tax Efficient Management Offering may result in wash sales, even in the Account that has selected a Tax Efficient Management Offering.
In applying or selecting a Tax Efficient Management Offering to an Account that includes selling securities and investing in strategy-aligned replacements, the performance of any replacement security selected will not be the same as that of the security sold and, in fact, the replacement security may perform worse than the security sold. Any tax-related benefits that result from a Tax Efficient Management Offering may be negated or outweighed by investment losses and/or missed gains (realized and unrealized) that also may result.
An Account that enrolls in a Tax Efficient Management Offering will generally trade more frequently than an account which has not selected a Tax Efficient Management Offering. There are implicit trading opportunity costs associated with the additional turnover which may affect the returns on your Account. Selecting a Tax Efficient Management Offering may not be appropriate for your financial situation. If you are taxed at lower aggregate marginal income tax rates, you may be less likely to benefit from the Tax Efficient Management Offering than would an investor taxed at higher aggregate marginal income tax rates. Because you may use capital losses only to offset certain amounts of capital gains that you might have, and possibly, to a limited extent, ordinary income, if you have net capital losses in excess of the applicable threshold, you may not realize as many immediate tax benefits through the application of a Tax Efficient Management Offering to your Account. When selling a security that is held in two or more tax lots, certain overlay services may seek to minimize the capital gains tax consequences of the sale and in doing so may consider the holding periods (long-term or short-term) of the securities sold.
It is your obligation to monitor transactions across all of your accounts to identify any wash sales or straddles and you are responsible for all tax liabilities attributable to the disallowance of any losses pursuant to the wash sale rules or of any deferral under the straddle rules. Merrill andcannot provide any assurances that losses will not be disallowed pursuant to the wash sale rules or deferred under the straddle rules. If you elect to enroll in a Tax Efficient Management Offering, you should consider receiving trade-by-trade confirmations (rather than receiving trade confirmations on a periodic basis), monitoring those confirmations and, to the extent any security is sold for a loss, refraining from acquiring the same (or a substantially identical) security in your Account or any of your securities accounts. Despite this, it is possible that you may still be subject to the wash sale or straddle rules in any given tax year.
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