Merrill Lynch INVESTMENT ADVISORY PROGRAM - Login

1 Merrill LynchINVESTMENT ADVISORY PROGRAMWRAP FEE PROGRAM BROCHUREP lease retain for your recordsMerrill Lynch , Pierce, Fenner & Smith IncorporatedOne Bryant ParkNew York, NY Account Advisors LLC101 Hudson StreetJersey City, NJ Brochure provides information about the qualifications and business practices of Merrill Lynch , Pierce, Fenner & Smith Incorporated (MLPF&S) and Managed Account Advisors LLC (MAA) relating to the Merrill Lynch INVESTMENT ADVISORY PROGRAM . If you have any questions about the contents of this Brochure, please contact us at ( ).Please note that the information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. INVESTMENT adviser registration does not imply a certain level of skill or training. Additional information about MLPF&S and MAA also is available on the SEC s website at INVESTMENT ADVISORY services described in this Brochure are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency, are not a deposit or other obligation of or guaranteed by MLPF&S, MAA or Bank of America Corporation (BofA Corp.)

2 Or any of its affiliates and are subject to INVESTMENT risks, including possible loss of 21, 2022 Merrill Lynch , Pierce, Fenner & Smith Incorporated (also referred to as MLPF&S or Merrill ) makes available certain INVESTMENT products sponsored, managed, distributed, or provided by companies that are affiliates of Bank of America Corporation ( BofA Corp. ). MLPF&S is a registered broker-dealer, Member SIPC and a wholly owned subsidiary of BofA Corp. Merrill Lynch Life Agency Inc. (MLLA) is a licensed insurance agency and a wholly owned subsidiary of BofA Corp. INVESTMENT products offered through MLPF&S and insurance and annuity products offered through MLLA:Are Not FDIC InsuredMay Lose ValueAre Not Bank GuaranteedAre Not Insured by Any Federal Government AgencyAre Not DepositsAre Not a Condition to Any Banking Service or ActivityIAPB-032022 INVESTMENT ADVISORY PROGRAM Brochure | 2 ITEM 2. MATERIAL CHANGES On March 22, 2021, MLPF&S and MAA together filed their last annual update for the Merrill Lynch INVESTMENT ADVISORY PROGRAM brochure ( Brochure ).

3 This summary of material changes is designed to make clients aware of information that has changed since the Brochure s last annual update and that may be important to them. The material changes and other enhancements summarized below were also incorporated within this CHANGES MADE AS PART OF THIS UPDATEB elow are material changes made to this Brochure as part of this annual filing:Reduction of the Maximum Merrill Lynch Fee Rate. The Merrill Lynch Fee Rate that applies to your Account when you are working with an Advisor is the rate that is agreed to between you and your Advisor and is a negotiated rate, subject to a maximum rate that can be charged in the PROGRAM . Effective May 1, 2022, the maximum Merrill Lynch Fee Rate that can be charged in the PROGRAM is being reduced from to per annum. This change will not affect any Accounts where the current Merrill Lynch Fee Rate is or less. Any Account with a Merrill Lynch Fee Rate greater than will automatically be reduced to See Item 4 at the section The PROGRAM Fee and Other Charges.

4 ENHANCEMENTS MADE TO THE BROCHURE AS PART OF THIS UPDATE As part of this annual update, in addition to the material changes listed above, we have made certain enhancements to our disclosures about the PROGRAM , its Services and other information throughout the Brochure, including the following: Merrill Financial Solutions Advisors and their Role in the PROGRAM . We have enhanced the disclosure throughout the Brochure to further delineate the role and requirements relating to certain of our financial advisors that we have designated as Merrill Financial Solutions Advisors (MFSAs). MFSAs are limited by Merrill policies to offering only certain Style Manager Strategies to their clients. In addition, we have updated Item 4 at the section The PROGRAM Fee and Other Charges to specify that under our internal policies, the maximum Merrill Lynch Fee Rate that can be charged by an MFSA under the PROGRAM is and the Merrill Lynch Fee Rate applied to an Account will be determined in accordance with a Merrill Lynch Fee Rate schedule as described in the Brochure.

5 Description of INVESTMENT Strategies. Item 4 has been updated throughout to clarify and enhance descriptions of PROGRAM Strategies offered. See Item 4 at the section INVESTMENT Strategy Services Available. Proxy Voting Arrangement Enhancements for Certain Issuers. Item 4 has been updated to clarify and enhance the description of the approach we take to the delivery of proxy materials and transmittal of voting instructions received in connection with voting matters of certain companies. CIO Review Process and Closed End Funds. Item 6 at the section Selection and Review of Style Manager Strategies and CIO-Reviewed Funds Available in the PROGRAM , has been updated to reflect that closed end funds are covered under the CIO Review Process. Sub-Accounting Services. The description of the fees paid to us in connection with providing sub-accounting services has been updated to reflect a change in the fees we charge for such services, which were reduced.

6 See Item 9 at the section Compensation, Conflicts of Interest and Material Relationships. INVESTMENT Risks. Item 6 has been updated to include enhanced disclosures regarding certain INVESTMENT risks, including, but not limited to, COVID-19, ESG INVESTMENT strategies, and LIBOR transition to other reference indices. See Item 6 at the section INVESTMENT Strategies and Risk of Loss. IAPB-032022 INVESTMENT ADVISORY PROGRAM Brochure | 3 ITEM 3. TABLE OF CONTENTSA bout Us and the PROGRAM ..4 ITEM 4. SERVICES, FEES AND Advice and Guidance Profiling and Creating a Target Asset Asset Allocation Categories ..6 Monitoring Adherence to Target Asset Allocation and PROGRAM Holding Portfolios Strategy Services Strategy to Request Reasonable INVESTMENT Restrictions .. 7 Managed Strategy as a PROGRAM Strategy Managed Strategy as a PROGRAM Strategy Strategy as a PROGRAM Strategy Option.

7 11 Personalized Strategy with Advisor Discretion as a PROGRAM Strategy Strategy with Client Discretion as a PROGRAM Strategy Reviews, PROGRAM Reports and Information ..12 Brokerage and Custodial Arrangements and Services .. 12 Brokerage Services Generally ..12 Brokerage Execution for Style Manager Strategies with a Discretionary Arrangements for Certain Types of Securities Transactions ..14 Custodial Arrangements and Voting Options ..15 Implementing Your Proxy Voting Voting Policies, Role of Merrill and MAA and Other Matters ..16 Delivery of Trade Confirmations on a Periodic of PROGRAM Materials and Electronic Access ..16 MAA Tax Efficient Management Overlay Service and Automatic Contribution/Withdrawal Service .. 17 The PROGRAM Fee and Other Lynch Fee Component of the PROGRAM Fee ..18 Style Manager Fee Component of the PROGRAM Fee.

8 18 Payment of the PROGRAM of How the PROGRAM Fee is Charged on Assets in the Covered by the PROGRAM and Expenses Not Covered by Your PROGRAM to Obtain Certain Services Separately and for Different .. 21 The MGI, MGI with Advisor and MEAA SPA and MAS and Operation of and Funding Your and an Account and/or Terminating the Balances and the Cash Sweep Matters and Related Matters ..25 ITEM 5. ACCOUNT REQUIREMENTS AND TYPES OF and Financial Advisor Eligibility ..26 PROGRAM 6. PORTFOLIO MANAGER SELECTION AND EVALUATON ..27 Selection and Review of Style Manager Strategies and CIO-Reviewed Funds Available in the of Style Manager and CIO-Reviewed Funds ..27 Available Information Regarding Style Manager Strategies and CIO-Reviewed Manager Strategy Construction and Selection .. 28 General .. 28 Style Manager Strategies Where Merrill , MAA or itsAffiliate is the Style Services Provided by Merrill , Certain Affiliates and Fees.

9 29 Methods of Analysis ..29 INVESTMENT Strategies and Risk of Risks Relating to PROGRAM Services ..29 Material Risks Associated with Investments Available in the INVESTMENT Advice ..32 Voting Client Securities ..32 ITEM 7. CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ..32 ITEM 8. CLIENT CONTACT WITH PORTFOLIO MANAGERS ..33 ITEM 9. ADDITIONAL Information33 .. Other Financial Industry Activities and Affiliations ..33 Conflicts of Interest and Information of Ethics ..34 Compensation, Conflicts of Interest and Material from Your Enrollment in the PROGRAM ..34 Style Manager Affiliated Compensation by Product and Services and Affiliate Compensation ..36 Arrangements relating to Mutual Funds ..36 Certain AI Fund Arrangements and Compensation ..36 Other Compensation Received by Us and Our Affiliates; Affiliated Products ..37 Relationships with Asset Managers, Sponsors, and Style Managers.

10 38 Offering of Investments or programs Managed by Us or Our of Diversified Financial Services by Us and Our Allocation of Equity Initial Public Offerings ..39 Participation or Interest in Client Transactions andConflicts of Interest ..39 Trade in Affiliate Lending programs and Balances and Cash Sweep PROGRAM ..40 Activity by Merrill , its Personnel and Entities under the Volcker Review and Reporting ..42 Periodic Reports and Updates ..42 Inclusion of other Accounts in the PROGRAM Arrangements ..42 Financial Information .. capitalized terms used in the Brochure are defined in the body of this Brochure and/or in the Lynch INVESTMENT ADVISORY ProgramBrochureInvestment ADVISORY PROGRAM Brochure | 4 IAPB-032022 About Us and the ProgramBoth Merrill Lynch , Pierce, Fenner & Smith Incorporated ( MLPF&S ) and its Affiliate Managed Account Advisors LLC ( MAA ) offer INVESTMENT ADVISORY services under the Merrill Lynch INVESTMENT ADVISORY PROGRAM ( PROGRAM ) as discussed in this Brochure.