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The Better Budget Process Initiative: Strengthening the Budget Resolution Introduction O ne of the key elements of the Congressional Budget Control and Impoundment Act of 1974 (Budget Act) was the provision to adopt a budget resolution, which sets out Congressional priorities on the budget and provides a framework for legislation affecting spending and revenues. The budget resolution is a concurrent resolution, which means it is adopted by the House and Senate but not signed by the President. It establishes internal rules and procedures for legislation that impacts spending and revenues. But currently, the budget resolution mechanism has not been an effective tool in providing a framework for legislative action or imposing fiscal discipline. Congress has repeatedly failed to pass budget resolutions in recent years, and when it does adopt a budget resolution it fails to follow through and enforce the budget. Change the process for adopting a budget resolution 1. Make the Budget Committee a leadership committee 2. Change to a joint budget resolution signed by the President 3. Divide the budget resolution into two parts: fiscal goals and an enforceable legislative framework 4. Implement a biennial budget with off-year amendments 5. Provide for more informed consideration of amendments to the budget resolution Strengthen enforcement of the budget resolution 6. Enforce deficit reduction assumptions in the budget resolution through reconciliation 7. Make it harder to consider legislation violating spending or revenue levels in the budget As part of our Better Budget Process Initiative, resolution we have identified several potential changes to the budget resolution mechanism to make it a Modify the contents of the budget resolution more meaningful and effective tool. Our proposed 8. Include enforcement provisions in the text of the budget resolution options include: 9. Reinforce pay-as-you-go rules 10. Link the debt limit to the budget resolution 11. Include Social Security in the budget resolution 12. Provide for long-term savings targets 13. Limit the use of reserve funds 14. Show all budgetary resources in budget functions and committee allocations The Case for Strengthening the Budget Resolution An effective budget process should provide policymakers with a method to set fiscal goals and a set of mechanisms that allow for enforcement and implementation of those goals. The Budget Act of 1974 created such a system by requiring Congress to adopt a budget resolution each year before considering any tax or spending legislation. The Budget Act was enacted in part to provide an overall framework for the consideration of tax and spending decisions instead of considering legislation on an ad hoc basis without regard to the impact on aggregate spending, revenue, and deficit levels. The adoption of a budget resolution sets such levels, which are enforced through points of order1 against legislation in violation. A budget resolution may also provide reconciliation instructions for expedited consideration of legislation that would enact policy changes affecting the deficit called for in the budget resolution. In short, the current budget process provides for a robust mechanism for setting and enforcing fiscal goals centered on adoption of a budget resolution. However, Congress has repeatedly failed to pass a budget resolution, falling short of this goal six times in the last decade. It also appears unlikely that a budget resolution will be adopted this year. Even when Congress does pass a budget resolution, it often fails to implement or enforce the resolution. Budget resolutions are increasingly viewed as “aspirational” documents that are disconnected from the rest of the legislative process, with no expectation that the policies assumed in the resolution will be implemented or the tax and spending levels will be enforced. For example, the Fiscal Year 2016 resolution adopted last year assumed savings of $6 trillion over ten years to balance the budget, but there was only action on a small portion of the savings, and the effect of legislation enacted in 2015 actually increased the deficit by about $1 trillion over ten years. In addition, the executive branch has no formal role in adoption of the budget resolution. As a result, in times of divided government Congress often proceeds with tax and spending legislation based on priorities that are at odds with the administration and therefore are unlikely to be signed into law. This increasingly has resulted in ad-hoc negotiations at the end of the year and budget-busting omnibus legislation that is put together without the discipline of an overall budgetary framework. Adopting a budget resolution that does not result in action on the resolution's deficit reduction provisions and is routinely waived to pass legislation that violates the budget is arguably worse than not passing a resolution at all, as it undermines credibility of the budget process. Members of Congress are understandably frustrated with the amount of time and political pain devoted to a budget resolution when it appears to have little bearing on final decisions and outcomes on fiscal policy. Finally, the text of the budget resolution voted on by Congress focuses on functional totals for categories of spending that are not enforced and do not fully reflect the cost of all policies within that budget function. Making the budget resolution more meaningful and relevant would be an important step towards strengthening accountability and discipline in the budget process. Reforms should create a greater incentive for Congress to adopt a budget resolution, encourage key actors to buy-in, and strengthen procedures to implement and enforce the budget resolution. 1 A point of order is a parliamentary tool to enforce rules in the House of Representatives and the Senate. Any Member of the House or Senate can raise a point of order against legislation (or amendments to legislation) for violating a procedural rule. Some points of order apply to consideration of the entire bill, while others apply to specific provisions in legislation that violates rules (surgical point of order). If a point of order is sustained against legislation or an amendment, consideration of the legislation or amendment is blocked.If a surgical point of order is upheld, the specific provision in violation is struck. 2 Strengthening the Budget Resolution Options for Strengthening the Budget Resolution In this paper, we put forward fourteen options that could improve the current budget resolution mechanism. Among them include options to change the process for adopting a budget resolution, strengthen enforcement of the budget resolution, and modify the contents of the budget resolution. Many of them could be enacted together, though they could also be enacted separately. Most of these proposals envision amendment to the Budget Act, though some could be achieved through changes in House and Senate rules as well. While we do not endorse any of these options as the right choice, we believe they should all be on the table for consideration. The budget resolution is intended in part to set priorities among the various committees. By including representatives from the most relevant committees on the Budget Committee – at a minimum the Chairs and Ranking Members of Appropriations, Ways and Means, and Finance – these members would directly participate in the decisions regarding relative priorities among committees. Membership could also be extended to include Chairs of Agriculture, Education and Workforce/Health, Education, Labor and Pensions, and Energy and Commerce Committees as well as other major committees in years when major fiscal policy legislation is being considered for reauthorization. Change the process for adopting a budget Including key committee Chairs on the Budget resolution 1. Make the Budget Committee a leadership committee Current process: Membership of the House and Senate Budget Committees is composed of rank-and-file members, often more junior members because the committees are considered less prestigious than committees with legislative authority. Although there are seats on the House Budget Committee reserved for representatives of leadership and the Ways and Means and Appropriations Committees, 22 of the 36 members on the House Budget Committee are in their first three terms in Congress. Problem: Although the budget resolution is intended to be the framework to guide legislation on tax and spending policies, it is developed with little formal input or buy-in from the Committee Chairs who are responsible for tax and spending legislation. The seats reserved for the Appropriations and Ways and Means Committee tend to go to more junior members of those committees because it is considered a less prestigious assignment than appointment to an Appropriations or Ways and Means subcommittee. Proposal: Include representatives of leadership and Chairs and Ranking Minority Members of all committees with significant spending or tax legislation within their jurisdiction on the Budget Committees. 3 Strengthening the Budget Resolution Committee will give them a role in setting committee allocations and potential reconciliation instructions that are realistic and consistent with committee plans and give them greater buy-in to the decisions in the budget resolution. Likewise, including a senior representative of leadership on the Budget Committee will give leadership more buy-in to the budget resolution, which is critical to passage and enforcement of a budget resolution. Finally, including a senior representative of leadership and chairs of key committees on the Budget Committee will increase the committee’s stature and send a message that the budget produced by the Budget Committee is a serious document that will be used to guide legislative actions on tax and spending policies. 2. Change to a joint budget resolution signed by the President Current practice: The budget resolution is a concurrent resolution, which means it is adopted by the House and Senate but not signed by the President. Although it sets Congressional rules and procedures, it does not have the force of law. Problem: Currently, the President’s involvement in the budget-writing process is advisory at best. The White House proposes its own budget (which is of a very different nature than the budget resolution) at the beginning of the year, but this budget functions more as a set of suggestions than anything else. The President has absolutely no input when it comes to Agreement on a joint budget resolution would allow the appropriations process to move forward with an agreement on the top line for spending, Indeed, the first time the President has any formal providing more opportunity for consideration of role in the budget process is when legislation individual issues in the appropriations bills through following up on the budget resolution – typically the regular process. appropriations bills but sometimes legislation that results from reconciliation instructions – comes to Requiring that the President sign a budget resolution the President’s desk for a signature or veto late in could delay adoption of a budget resolution by the year. requiring additional time for negotiations with the administration. The process could be expedited Because the President has veto power over by the creation of a joint budget committee that individual tax and spending bills but no veto power produces a single budget resolution for consideration over the aggregate levels outlined in the budget by the House and Senate. In addition, there may be resolution, a Congress that follows through with a need for a fallback mechanism setting spending its budget resolution is likely to pass policies the and revenue levels based on the joint resolution President opposes, requiring ad hoc negotiations for purposes of internal enforcement to allow revising spending and revenue levels at the end appropriations and other budget-related legislation of the year. These end-of-year budget deals rarely to move forward if the President vetoes the joint look at the impact of legislation on the entire budget budget resolution. outlook as the budget resolution does, often leading to deficits much higher than called for in the budget Changing the budget resolution to a joint resolution resolution. signed by the President would also make it possible for the budget resolution to establish statutory In addition, the concurrent resolution can only changes, including adjusting discretionary be enforced through points of order prohibiting spending caps, increasing the statutory debt limit, consideration of legislation that violates the budget and setting up an enforcement mechanism such as resolution and other internal procedures and cannot sequestration that would take effect if Congress establish statutory enforcement mechanisms. It is fails to meet the specified deficit reduction targets. therefore often viewed as “non-binding” and not This improvement will cause lawmakers to take the budget resolution more seriously and consider taken as seriously as a law. whether they are prepared to abide by the limits in Proposal: Rather than a concurrent resolution the budget, especially if they were accompanied by agreed to by both chambers of Congress, there statutory enforcement mechanisms. could be a joint budget resolution agreed to by both 3. Divide the budget resolution into two parts: .fiscal Congress and the President. goals and an enforceable legislative framework A joint budget resolution requiring a presidential signature would bring the President into decisions Current practice: The budget resolution sets about discretionary spending levels, other tax and out goals for fiscal policy over the next ten years spending levels, and deficit reduction targets early along with spending and revenue levels necessary in the process. This would lead to a more desirable to achieve those goals. The spending and revenue outcome where negotiations occur at the beginning levels in the budget resolution are enforced by points of the year before Congress moves forward with the of order that prohibit consideration of legislation legislative process, rather than at the end of the year that would cause those levels to be breeched. after legislation has already been written. The resolution may also include reconciliation instructions providing for action on legislation that Having these negotiations early in the process changes laws regarding mandatory spending and will allow discussions regarding the top line for revenues. discretionary appropriations and other legislation to occur within the context of an overall framework Problem: Recent budget resolutions have become that considers the impact of individual decisions on viewed as “aspirational” documents expressing the overall bottom-line. Resolving disagreements support for achieving a balanced budget within the over the aggregate levels of spending and revenue ten-year window while relying on large, mostly before filling in the details would be more efficient. unspecified, spending cuts that Congress has no the allocation or levels of spending and revenue in the budget resolution. 4 Strengthening the Budget Resolution intention of enacting to achieve that goal. This leads to a disconnect between the spending and revenue levels in the budget that are supposed to be enforced and the reality of the legislative agenda. As a result, the budget resolution is not taken seriously and the Budget Act is routinely waived for tax and spending legislation. If the spending and revenue levels in the budget resolution are viewed as aspirational goals unrelated to the actual legislative agenda, the budget resolution will not provide meaningful budget discipline. Proposal: Divide the budget resolution into two separate pieces for goals and a budgetary framework. This way, Congress can continue to lay out its fiscal and budgetary goals while also putting forward an enforceable framework for legislation that will be considered during the rest of the year. The “goals” component would set out the roadmap for the budget over the 10-year window and possibly beyond while the “budgetary framework” would provide for concrete steps toward achieving fiscal goals. The two components could be combined in a single resolution or considered as two separate resolutions. If the budget resolution is changed to be a joint resolution as suggested above, Congress could pass a concurrent resolution outlining broad goals to stake out the Congressional position on fiscal policy as a counter to the President's budget and a joint resolution signed by the President to govern actual legislative actions. The resolution setting out fiscal goals could include overall targets for revenues, spending totals and priorities, deficits, and debt levels over the next ten and twenty years. This resolution could also call for consideration of major policy changes that may not be ready for immediate action. The enforceable budget framework would set the discretionary spending top line for the upcoming fiscal year, committee allocations for mandatory spending and revenue levels for the next five years, and reconciliation instructions that make a down payment on deficit reduction necessary to achieve long-term fiscal goals. The fiscal goals resolution could set out more ambitious long-term goals, while the budgetary framework would focus on the concrete steps that can be taken to move toward that goal. The fiscal goals resolution would address the desire of Members of Congress to show support for long-run fiscal policy goals that may be unlikely to be achieved through enacted legislation in the upcoming year, while the budget framework 5 Strengthening the Budget Resolution resolution would set realistic targets for tax and spending legislation that can be enforced. 4. Implement a biennial budget with off-year amendments Current process: Congress is supposed to pass a new budget resolution every year, though it often fails to do so. Problem: Requiring adoption of a budget resolution every year results in Congress having essentially the same debate twice each Congress (each Congress lasting 2 years). Since the partisan composition of Congress is unchanged between the first and second session of Congress, there is little to no reason to expect a different outcome on major macro-budget priorities such as the appropriate levels of spending, revenues, and deficits. The budget resolution in the second session of Congress is often much more difficult to pass than the first since it must be passed during an election year. Indeed, Congress has failed to pass complete budget resolutions in seven of the last nine election years. Work to develop two resolutions each Congress delays consideration of other important matters including actual legislation. Proposal: Adopt biennial budgeting, where budgets are passed every other year. Under this proposal, Congress would pass a comprehensive budget resolution setting all budget totals and other budget policies in the first year of the two-year Congressional cycle. There could be a formalized process for expedited consideration of amendments to the budget resolution in the second year to accommodate any new legislative priorities, achieve further deficit reduction, or otherwise address changed circumstances without having to rehash major fiscal policy issues settled in the budget resolution adopted in the prior year. A biennial budget could be accompanied by biennial appropriations with a process for a supplemental appropriations bill in the second fiscal year, adjusting priorities consistent with the amended budget resolution. Alternatively, annual appropriations could be retained, with Congress being able to begin work on individual appropriations bills earlier in the second year of the cycle. 5. Provide for more informed consideration of amendments to the budget resolution Current practice: The Budget Act limits debate on the budget resolution in the Senate to fifty hours. However, the Budget Act allows an unlimited number of amendments to be filed, even after the fifty hours for debate time has expired. Problem: The ability to offer amendments after the time for debate has expired has led to a practice known as “vote-a-rama” whereby numerous amendments are offered and voted on at the end of the process without any debate or time to review the amendments. As a result, Senators vote on and often approve amendments to the budget resolution without a full understanding of the implications of the amendment. provided for a reduction in mandatory spending of $15 trillion that was not allocated to any committees in the Senate but rather included as “unassigned” savings. Proposal: Amend the Budget Act to require reconciliation instructions for any changes in mandatory spending or revenues assumed in the resolution and prohibit “unassigned” spending reductions. Providing for action on legislation that implements specific policy changes necessary to achieve all of the deficit reduction assumed in the budget resolution would increase the credibility of the deficit reduction assumptions in the budget resolution. Requiring all spending cuts assumed in the budget resolution to be assigned to committees, backed up by reconciliation instructions, would Proposal: Institute a filing deadline requirement also discourage the reliance on assumptions of large on amendments offered to the budget resolution unspecified or unrealistic savings. If the budget and provide for a one day layover of amendments resolution were divided into separate fiscal goals and before votes. For example, former Senator Robert legislative framework, the legislative framework Byrd (D-WV) proposed requiring that first degree would have reconciliation instructions to provide amendments be filed at the desk prior to the 10th for legislative action to implement savings assumed hour of debate and second degree amendments in the framework while the fiscal goals would not be filed prior to the 20th hour of debate and that include reconciliation instructions. consideration of the budget resolution be set aside for one calendar day prior to the 40th hour of debate 7. Make it harder to consider legislation violating to allow amendments to be printed in the record and spending or revenue levels in the budget resolution reviewed before they come to a vote in the Senate. Current practice: The Budget Act establishes Strengthen enforcement of the budget points of order against legislation that increases resolution spending above a committee’s allocation under the budget resolution or reduces revenues below 6. En/orce de.ficit reduction assumptions in the the revenue level in the budget resolution. Budget budget resolution through reconciliation resolutions often include “reserve funds” allowing committee spending and revenue allocations to Current practice: The budget resolution may be adjusted prior to consideration of legislation include reconciliation instructions that require meeting certain criteria, generally including deficit authorizing committees to report legislation neutrality, to protect that legislation from being changing mandatory spending or revenues within subject to a point of order for violating budget their jurisdiction by a specified amount. The intent allocations. These points of order can be waived in is to “reconcile” spending and revenue levels in the rule for floor consideration in the House. Major current law with the levels provided in the budget Budget Act points of order can be waived by 60 resolution. The budget resolution conference report votes in the Senate; other points of order established also provides for authorizing committee allocations in law and through rulemaking can be waived by a of spending and revenues for legislation reported simple majority vote. by the committee. Problem: The House routinely waives budget Problem: Recent budget resolutions have assumed points of order as part of the rules under which large, unspecified savings without reconciliation legislation is considered on the floor. These rules instructions directing committees to report often waive all points of order against legislation legislation achieving those savings. The Fiscal without much debate or even awareness that budget Year 2016 congressional budget resolution report points of order are waived. According to the House 6 Strengthening the Budget Resolution Rules Committee Survey of Activities, the Budget Act was waived a total of 60 times during the 113th Congress. Seventeen of the waivers were to provide new budget authority in excess of a committee’s spending allocation. Another 14 waivers were to allow total spending to be above the level in the resolution or reduce revenues below the level in the resolution. In the Senate, Budget Act waivers are often included in global waivers of all points of order, which avoid debate on the merits of any Budget Act waivers. The sixty vote threshold to waive the Budget Act in the Senate is currently less significant because the need for 60 votes to obtain cloture to proceed to any legislation is common. Waiving the Budget Act is viewed as yet another 60-vote procedural hurdle and not a substantive vote on whether legislation violating the budget should be considered. Often, Budget Act points of order are not raised because legislation has already received 60 votes on cloture, and it is assumed that there would be the same number of votes to waive the Budget Act. Budget Act waivers in the rule for consideration of legislation. Strengthening enforcement of Budget Act points of order in the Senate would entail providing for an automatic vote on waiving Budget Act points of order identified by the Senate Budget Committee and prohibiting global waivers of Budget Act violations. An even stronger step to strengthen enforcement of the budget resolution would be to require 67 votes in the Senate to waive a Budget Act point of order for violating spending or revenue levels in the budget resolution. It is important to remember that these procedures would only apply to legislation that violates the tax and spending levels in the budget resolution, making such legislation more difficult to pass than legislation that complies with the budget. Hopefully, this would help to make the budget resolution more meaningful and create an incentive to rely on more realistic assumptions in the budget resolution to accommodate likely legislation in the budget framework so as to avoid the need to waive Proposal: Make it harder to waive Budget Act the Budget Act. points of order for violating spending or revenue levels in the budget resolution. Modify the contents of the budget resolution This would involve a number of specific changes. First, it would mean amending the Budget Act and/or House and Senate rules to require the Budget Committees to publish a report in the Congressional Record at least one day prior to floor consideration of the legislation certifying whether or not legislation affecting spending or revenues violates budget allocations so Members are aware of Budget Act violations. The Budget Committees already perform this review of legislation and provide information to the parliamentarian to rule on points of order, but publishing a statement about Budget Act violations in the Congressional Record would bring greater transparency to the process and make Members of Congress aware of Budget Act violations before consideration of legislation. In addition, it would mean requiring a separate vote to waive a budget point of order for violating budget resolution allocations. This could operate similarly to the unfunded mandates rule or emergency spending rule in Statutory PAYGO, which provide for a separate vote on whether to proceed with legislation notwithstanding the point of order. Alternatively, it could be accomplished by providing for privileged amendments striking 7 Strengthening the Budget Resolution 8. Include enforcement provisions in the text of the budget resolution Current Practice: The text of the budget resolution sets recommended spending levels divided among 19 budget functions (for example, function 050 for defense and function 400 for transportation). These functional levels are non-binding and have no connection to budget enforcement. The budget is enforced through committee allocations for spending and revenues that are set out in the joint statement of managers accompanying the budget resolution. The spending allocations for committees are known as the 302(a) allocations. The Appropriations Committee establishes separate sub-allocations for Appropriations subcommittees that are known as 302(b) allocations. Problem: The focus on functional totals in the budget resolution creates a misleading impression about how spending would be divided as a result of the budget resolution. While the spending totals in the budget resolution appear to show how spending is divided among various national priorities, it is the committee allocations that actually determine where spending will be increased or decreased as a result of the budget resolution. The committee allocations, which are the aspect of the budget that is actually enforced, are not included in the text of the resolution subject to a debate and vote. As a result, the debate and decisions regarding budget priorities reflected in consideration of the budget resolution often have little bearing on how spending is actually divided in the legislative process. legislation increasing mandatory spending or reducing revenues without corresponding offsets or assuming a net increase in mandatory spending or reduction in revenues that is not offset. Require a budget resolution to include provisions enforcing compliance with pay-as-you-go requirements, including a prohibition against excluding costs from the PAYGO scorecard. Proposal: The spending and revenue allocations for all committees should be included in the text of the budget resolution voted on by the House and Senate instead of including them in a joint statement of managers or the conference report. Ideally, the budget resolution would include the 302(b) allocations for Appropriations Subcommittees, but even including just the 302(a) allocations for all committees in the resolution would be a positive step. This would increase transparency of the budget resolution and focus more attention on the budget limits that will be enforced as a result of adoption of the budget resolution. 10. Link the debt limit to the budget resolution 9. Reinforce pay-as-you-go rules Current Practice: The Statutory Pay-As-You-Go Act requires the net effect of all legislation enacted during a session of Congress affecting mandatory spending or revenues to not increase the deficit over the five- and ten-year budget window. There is a similar provision in Senate rules (established by a budget resolution) prohibiting consideration of legislation affecting mandatory spending or revenues that increases the deficit over the five- and ten-year budget window. The Budget Act provides that a budget resolution may set out procedures to effectuate pay-as-you-go in the House and also provides that legislation which complies with payas-you-go requirements is not subject to points of order for violating spending or revenue allocations in the budget resolution. Current practice: The budget resolution sets forth recommended levels of debt subject to limit, but those recommendations do not affect the actual statutory limit on debt. Problem: There is no connection between the spending and revenue decisions made in the budget resolution that result in debt and the statutory limit on debt. Members may vote for a budget that increases debt or policies that increase the debt beyond the budget resolution and vote against legislation increasing the debt limit necessary to cover debts incurred as a result of those prior policy decisions. Proposal: Amend the Budget Act to provide for a separate bill increasing the debt limit by the amount of increased debt assumed in the budget resolution for the upcoming fiscal year either as a spin-off bill deemed to pass the House and Senate upon adoption of a budget resolution or a separate bill automatically voted on upon passage of the budget resolution conference report. Also amend the Budget Act or House and Senate rules to require any legislation that violates allocations in budget resolution to include an increase in the debt limit equal to the amount of the violation. While this proposal is usually discussed as a way to facilitate action on the debt limit, it also has potential benefits for the budget process in several ways. First, it creates an incentive for Congressional leaders to expend the political capital necessary to pass a budget resolution in order to avoid the need to pass separate legislation increasing the debt limit, which is considered to be a difficult vote. Problem: The pay-as-you-go principle does not apply to the budget resolution, so it is possible for a budget resolution to provide for legislation increasing mandatory spending or reducing revenues without providing for corresponding offsets. Congress also routinely evades the existing pay-as-you-go requirements by including language Linking an increase in the debt limit to the debt in legislation excluding the costs from the PAYGO levels in the budget resolution would also create scorecard. an incentive for policymakers to ensure that the actual increase in debt does not exceed the increase Proposal: Apply pay-as-you-go requirements in the debt limit approved in conjunction with to the budget resolution by prohibiting a budget the budget resolution. There will be an incentive resolution from providing for consideration of to make realistic economic assumptions in the 8 Strengthening the Budget Resolution budget resolution for purposes of projecting debt levels. It also provides consequences for passing laws violating the budget or failing to enact deficit reduction legislation assumed in the budget. If the budget resolution relies on overly optimistic economic assumptions or Congress fails to enforce the budget resolution, then the debt will exceed the limit set by passage of the budget resolution and require a separate vote to raise the debt limit further. It still may be necessary to pass a separate debt limit increase in response to unforeseen events, but adopting a budget with realistic assumptions and following through on enforcing the budget would significantly reduce the potential need for separate legislation increasing the debt. 11. Include Social Security in the budget resolution Current process: Social Security revenues and outlays are excluded from the spending and revenue totals in the budget resolution. Reconciliation instructions cannot provide for changes to Social Security. The budget resolution does set out Social Security revenues and outlays for purposes of enforcing Senate rules prohibiting legislation increasing Social Security outlays or reducing Social Security revenues in a manner that harms solvency. Problem: Social Security represents a major component of our fiscal position and budget. Social Security is the largest government program and the payroll taxes dedicated to the program are second largest revenue source. Spending and revenues for Social Security represent roughly one-quarter of total federal spending and revenues. Excluding Social Security from the budget resolution provides an incomplete picture of federal fiscal policy. Social Security was excluded from the budget when the Social Security system was running a surplus and its inclusion in the budget resolution masked the size of the deficit in the rest of the budget, but the Social Security system is currently paying more in benefits than it collects in revenues. As a result, excluding Social Security from the budget masks the true size of the unified budget deficit. In addition, excluding Social Security from the budget resolution prevents the budget resolution from providing for any Social Security changes, which means reconciliation legislation cannot include any changes increasing or decreasing Social Security revenues or benefits, including cross-cutting policies which apply to Social Security along with other parts of the budget or even increase revenue or benefits. 9 Strengthening the Budget Resolution Proposal: Include Social Security revenues and outlays in budget resolution totals as well as functional totals and committee allocations. This will provide both a more complete presentation of the budget and apply regular budget enforcement rules to Social Security. This change should be accompanied by language clarifying that increases in Social Security revenues and reductions in Social Security outlays should not be counted as an offset for budget enforcement purposes to avoid double counting savings for solvency of Social Security trust fund and as an offset for increased spending outside of Social Security. It would also allow reconciliation instructions to assume changes in Social Security and permit changes to Social Security to be included in reconciliation. 12. Provide for long-term savings targets Current Practice: Reconciliation instructions require committees to achieve savings over the budget window covered by the budget resolution, usually ten years. Problem: Reconciliation is a powerful tool to put the U.S. fiscal house in order. However, it currently has limited capacity to encourage policymakers to address the county's largest fiscal challenges, which are over the long run. By focusing reconciliation instructions on short- and medium-term savings, budget resolutions create an incentive for committees to meet instructions through policies that produce up front savings that don’t grow over time and in some cases produce no savings beyond the ten-year window. Proposal: Amend the Budget Act to allow budget resolutions to include reconciliation instructions with a second-decade deficit reduction target. Reconciliation legislation reported with a seconddecade savings target would automatically be subject to a second-decade estimate by the Congressional Budget Office. Because long-term estimates are subject to more uncertainty, the instructions could set savings targets as a percentage of Gross Domestic Product and/or ranges rather than an exact dollar amount. Allowing the budget resolution to set an aggregate savings goal in the second decade or another period of time beyond the ten-year budget window could provide an incentive for committees to enact structural reforms that produce savings that grow over time. This reform could be helpful even if the second decade instructions are only advisory and not binding on committees. 13. Limit the use of reserve funds Current process: Reserve funds are included in the budget resolution to give the Chairman of the Budget Committee authority to adjust budget allocations for legislation meeting certain conditions. Generally, this is for legislation that is deficit neutral with costs in one area that are offset by savings elsewhere in the budget. They are used by the Budget Committee to provide useful flexibility in considering legislation with budgetary effects that are uncertain when the budget is put together. They also ensure that legislation increasing spending is only allowed to move forward if it is accompanied by offsets. Problem: While reserve funds provide useful flexibility for legislation with uncertain budgetary effects, there has been a proliferation of floor amendments creating reserve funds for legislation with little or no budgetary impact. The Fiscal Year 2016 budget resolution conference report contained 120 reserve funds, 70 of which were added by Senate floor amendments. These amendments essentially use the creation of a reserve fund for certain legislation as a “Sense of Congress” in support of that legislation rather than the intended purpose of accommodating budgetary effects of legislation. The proliferation of amendments creating reserve funds is a major contributor to "vote-a-rama," or numerous votes at the end of consideration of the budget resolution in the Senate—a source of great frustration with the budget process. The approval of amendments creating reserve funds for various bills unlikely to be considered also creates a misleading perception of what the budget can accomplish, further undermining the credibility of the budget resolution. Proposal: Preserve the ability to include reserve funds to provide flexibility in budget enforcement, but limit use of reserve funds as de facto “Sense of Congress” amendments by limiting or prohibiting floor amendments creating reserve funds, possibly 10 Strengthening the Budget Resolution by requiring amendment sponsors to demonstrate that a proposed reserve fund would apply to legislation with budgetary effects. 14. Show all budgetary resources in budget functions and committee allocations Current process: The text of the budget resolution sets out recommended levels of spending for each function. The spending levels in the resolution incorporate offsetting collections and receipts, which are treated as negative spending. The budget resolution report includes a list of tax expenditures by function, but the budget resolution itself does not include recommended levels for tax expenditures by function. Problem: Only showing net spending in each function provides an incomplete picture of the budgetary resources devoted to each function and masks the true size of government. In many budget functions, gross spending totals for programs within that function are partially offset by user fees or other collections credited to those programs. The budget resolution does not show federal support for various budget functions through tax expenditures, many of which function similar to spending programs. Proposal: Include recommended levels for gross spending, offsetting collections and receipts, and tax expenditure levels in the functional totals of the budget resolution to show the full federal commitment to the purpose of each budget function. Provide allocations for gross spending and offsetting collections and receipts for each committee. Establish an enforceable allocation for total tax expenditures similar to allocations for mandatory spending, with reconciliation instructions requiring a reduction in tax expenditures if the allocation is lower than current law. Showing gross spending and tax expenditures for each budget function would represent a step toward portfolio budgeting to have a full debate on the amount of budgetary resources devoted to various policy goals. Conclusion The Budget Act provides lawmakers with several tools to establish fiscal priorities and enforce fiscal discipline, but these tools have become less effective over time. Reform of the budget process should begin by examining why the budget resolution is not as effective in enforcing budget discipline as it could be and by considering reforms to make it more effective. Ultimately, the effectiveness of a budget resolution depends on the will of Members of Congress to follow through and comply with the limits in the budget resolution. However, the reforms set out in this paper could make the budget resolution a more meaningful document that provides a framework that is followed in the legislative process. About the Better Budget Process Initiative There is a growing consensus that the budget process is broken. The Better Budget Process Initiative will put forward specific options to reform and improve the budget process in a wide range of areas, including increasing focus on the long-term fiscal outlook, improving the process for dealing with the debt limit, strengthening statutory budget enforcement, revising the content and structure of the budget resolution, moving to biennial budgeting, and addressing treatment of tax expenditures in the budget process. Other papers: The Better Budget Process Initiative: Strengthening Statutory Budget Enforcement Improving the Debt Limit Improving Focus on the Long-Term The Budget Act at 40: Time for a Tune Up? 11 Strengthening the Budget Resolution ATLASSIAN CORPORATION CORPORATE GOVERNANCE GUIDELINES T B D ( B a d ) A C ( C a ) B C . T ,T C A R N I . T C S M ,A LLC ( Na da ) R B B B .T I. B . DIRECTOR CRITERIA AND SELECTION ● D ec C e a: T B .T B . T B N a B N N gC C G C ( ee ) C .T N C B .T , N C B , B . T N C B , B B .D , . ● P ce N f Ide f g a d Se ec g D ec :T B C B N C ( ) . T N B B .T B C . I , N , C , , , , , , B , , , , ( , , , , ). T , , B . ● I de e de ce: E N , B N . T B C .E , , , , C R C ● L N .T be P T P . f O he B a d : C B , , . T , B , , , .I N , C , . P , C . ● Te a d Te N e: T . E B C . T B .D B N C , , C , C , . A , B . ● Re e e . D P c :T B 75 75 ● E ec , B f D ec . : A C A R , .I , . T B - .T N C B , . T N B C 90 . T .T N B C B .T B , , B ● S cce : T N . C B II. ● . DIRECTOR RESPONSIBILITIES AND COMPENSATION R e f D ec :T B , C , .E : ; ; , C , , C C - . ; T C B C , .H C , B . ● A e da ce a Mee g: E B B B , , . I N , C ● T eC e ; Ad a ce D b B . a d Re e f Ma e a : D . S B .E . ● D ec C B C ( e a C :T e a C ee ) C L D .A C N -E D C P E C .T N C . , A C . F B ● B S c O , . e h :I B , C N -E D C P . T C d c a d Ehc : T C C . ● B C de f B C e C E .E . III. BOARD STRUCTURE AND PROCEDURES C , ● S e f B a d: T A R C B C B T B T B a d Leade h : T B B C B CEO, ● I .T B . . B ● . Lead I de e de D ec C B C , : I CEO . . C B , .T B C , , B , B , C -CEO C , B C . A B C B .T B . ● C ee : T L C E B A D C C N , C . .T B M . N , S -O A 2002 E B S C I R S ( ). T . I . ● E ec e Se : T . T , C B C .A - , B .I C B , - . I , , - , S , C , E C .I ● . D ec Acce , B Ma age e a d I de e de , , Ad :I , B , , .T B , , C , C , C C C , B B B .T , , , . ● D ec Wh Cha ge J b Re B .H C N N C , B , : T B , , , B B , .T B b N , C B . ● D ec O e a a dC g Ed ca . T :T C C , , C B C E , .A , . IV. LEADERSHIP DEVELOPMENT ● A a Re e C ● V. Ma age e CEO B . f CEO: T C -CEO C S cce C C C -CEO . T C C . :T C C OTHER CORPORATE GOVERNANCE MATTERS B ● A a Pe f - a ce E a a f he B a d a d C ee : T , B B .T ● C ca N C h O . de I e e ed Pa e: T B , C C , , B C ● N L a , . O he R gh : T , , C C R A B ● B R C G de e:A M d f ca , , , 30, 2022 , .I B :S A . .I A / I , . AMENDED AND RES A ED CER IFICA E OF INCORPORA ION OF A LASSIAN CORPORA ION A la ian Corpora ion ( he Corpora ion ), a corpora ion organi ed and e i ing nder he General Corpora ion La of he S a e of Dela are ( he DGCL ), doe hereb cer if a follo : 1. The name of he Corpora ion i A la ian Corpora ion. The Corpora ion a incorpora ed b he filing of i original Cer ifica e of Incorpora ion i h he Secre ar of S a e of he S a e of Dela are on J l 1, 2022. 2. Thi Amended and Re a ed Cer ifica e of Incorpora ion ( he Re a ed Cer ifica e ), hich amend , re a e and f r her in egra e he cer ifica e of incorpora ion of he Corpora ion a here ofore in effec , ha been appro ed b he Board of Direc or of he Corpora ion ( he Board of Direc or ) in accordance i h Sec ion 242 and 245 of he DGCL, and ha been adop ed b he ri en con en of he ockholder of he Corpora ion in accordance i h Sec ion 228 of he DGCL. 3. The e of he cer ifica e of incorpora ion of he Corpora ion, a here ofore amended, i hereb amended and re a ed b hi Re a ed Cer ifica e o read in i en ire a e for h in EXHIBIT A a ached here o. IN WITNESS WHEREOF, A la ian Corpora ion ha ca ed hi Re a ed Cer ifica e o be igned b a d l a hori ed officer of he Corpora ion, on Sep ember 27, 2022. A C , a Dela are corpora ion B : / / S an Shepard Name: S an Shepard Ti le: A hori ed Signa or [Signa re Page o A la ian Corpora ion Cer ifica e of Incorpora ion] E HIBI A AR ICLE I The name of he corpora ion i A la ian Corpora ion ( he Corpora ion ). AR ICLE II The addre of he Corpora ion regi ered office in he S a e of Dela are i 251 Li le Fall Dri e, in he Ci of Wilming on, Co n of Ne Ca le, 19808, and he name of i regi ered agen a ch addre i Corpora ion Ser ice Compan . AR ICLE III The p rpo e of he Corpora ion i o engage in an la f l ac or ac i i for hich corpora ion ma be organi ed nder he General Corpora ion La of he S a e of Dela are ( he DGCL ) a i no e i or ma hereaf er be amended and pplemen ed. AR ICLE I The o al n mber of hare of capi al ock of all cla e ha he Corpora ion hall ha e a hori o i e i 990,000,000 hich are di ided in o hree cla e , con i ing of 750,000,000 hare of Cla A Common S ock, par al e $0.00001 per hare ( he Cla A Common S ock ), 230,000,000 hare of Cla B Common S ock, par al e $0.00001 per hare ( he Cla B Common S ock and, oge her i h he Cla A Common S ock, he Common S ock ) and 10,000,000 hare of Preferred S ock, par al e $0.00001 per hare ( he Preferred S ock ). AR ICLE The de igna ion and he po er , pri ilege and righ , and he q alifica ion , limi a ion or re ric ion hereof in re pec of each cla of capi al ock of he Corpora ion are a follo : A. COMMON STOCK. 1. Di idend Righ . S bjec o he righ of he holder of an erie of Preferred S ock hen o anding, he holder of he Cla A Common S ock and Cla B Common S ock hall be en i led o recei e, on an eq al priori , pa i pa , per hare ba i , hen, a and if declared b he Board of Direc or of he Corpora ion ( he Board of Direc or ), o of an a e of hi corpora ion legall a ailable herefor, an di idend a ma be declared from ime o ime b he Board of Direc or , nle differen or di propor iona e rea men of he hare of each ch cla i appro ed b he affirma i e o e of he holder of a majori of he o anding hare of Cla A Common S ock and he affirma i e o e of he holder of a majori of he o anding hare of Cla B Common S ock, each o ing a a epara e cla . 2. Liq ida ion Righ . S bjec o he righ 1 of he holder of an erie of Preferred S ock hen o anding, pon he di ol ion, di rib ion of a e , liq ida ion or inding p of he Corpora ion, he her ol n ar or in ol n ar , holder of Cla A Common S ock and Cla B Common S ock ill be en i led o recei e ra abl on a per hare ba i all a e of he Corpora ion a ailable for di rib ion o i ockholder , nle di para e or differen rea men of he hare of each ch cla i h re pec o di rib ion pon an ch liq ida ion, di ol ion, di rib ion of a e or inding p i appro ed b he affirma i e o e of he holder of a majori of he o anding hare of he Cla A Common S ock and he affirma i e o e of he holder of a majori of he o anding hare of Cla B Common S ock, each o ing a a epara e cla . 3. Redemp ion. The Common S ock i no redeemable a he op ion of he holder hereof. 4. Vo ing Righ . Holder of Cla A Common S ock, a ch, hall ha e he righ o one o e for each ch hare held a he record da e for he de ermina ion of he ockholder en i led o o e on ch ma er . Holder of Cla B Common S ock, a ch, hall ha e he righ o en (10) o e for each ch hare held a he record da e for he de ermina ion of he ockholder en i led o o e on ch ma er . Each holder of hare of Common S ock hall be en i led o no ice of an ockholder mee ing in accordance i h he B la of he Corpora ion (a he ame ma be amended and/or re a ed, he B la ). E cep a o her i e e pre l pro ided b hi Amended and Re a ed Cer ifica e of Incorpora ion ( he Re a ed Cer ifica e ) or a req ired b applicable la , he holder of hare of Cla A Common S ock and Cla B Common S ock hall a all ime o e oge her a a ingle cla on all ma er (incl ding he elec ion or remo al of direc or ) bmi ed o a o e of he ockholder of he Corpora ion. There hall be no c m la i e o ing. 5. S bdi i ion or Combina ion . Share of Cla A Common S ock or Cla B Common S ock ma no be bdi ided, combined or recla ified nle he hare of he o her cla are conc rren l here i h propor iona el bdi ided, combined or recla ified in a manner ha main ain he ame propor iona e eq i o ner hip be een he holder of he o anding Cla A Common S ock and Cla B Common S ock on he record da e for ch bdi i ion, combina ion or recla ifica ion; p o ided, ho e e , ha hare of one ch cla ma be bdi ided, combined or recla ified in a differen or di propor iona e manner if ch bdi i ion, combina ion or recla ifica ion i appro ed in ad ance b he affirma i e o e of he holder of a majori of he o anding hare of Cla A Common S ock and he affirma i e o e of he holder of a majori of he o anding hare of Cla B Common S ock, each o ing a a epara e cla . 6. Merger, Con olida ion or O her Tran ac ion . An : (a) con olida ion or merger of he Corpora ion i h or in o ano her en i (e cep a merger or con olida ion in hich he holder of capi al ock of he Corpora ion immedia el prior o ch merger or con olida ion con in e o hold a lea a majori of he o ing po er of he capi al ock of he Corpora ion or he r i ing or acq iring en i ); 2 (b) ale or ran fer b he Corpora ion of all or b an iall all of i a e ( hich hall for ch p rpo e incl de he a e of an direc or indirec b idiar of he Corpora ion); or (c) ale, ran fer or i ance or erie of ale , ran fer and/or i ance of hare of capi al ock of he Corpora ion b he Corpora ion or he holder hereof in an ran ac ion o hich he Corpora ion i a par , a a re l of hich he holder of capi al ock of he Corpora ion immedia el prior o ch ale, ran fer or i ance cea e o hold a lea a majori of he o ing po er of he capi al ock of he Corpora ion, o her han ran ac ion principall for bona fide eq i financing p rpo e in hich ca h i recei ed b he Corpora ion or an cce or or indeb edne of he Corpora ion i cancelled or con er ed or a combina ion hereof (an ch e en de cribed in paragraph (a), (b) or (c), a Deemed Liq ida ion E en ), hall be deemed o be a liq ida ion, di ol ion and inding p of he Corpora ion for p rpo e of Ar icle V(A), Sec ion 2 ( nle he Board of Direc or hall de ermine o her i e) and an di rib ion or pa men in re pec of he hare of Cla A Common S ock and Cla B Common S ock pon he con mma ion of a Deemed Liq ida ion E en hall be made in accordance i h Ar icle V(A), Sec ion 2. 7. Eq al S a . E cep a e pre l pro ided in hi Re a ed Cer ifica e or a req ired b applicable la , Cla A Common S ock and Cla B Common S ock hall ha e he ame righ and pri ilege and rank eq all , hare ra abl and be iden ical in all re pec a o all ma er . 8. erm Con er ion. (a) Cer ain Defini ion . A hall ha e he follo ing meaning : ed in hi Ar icle V(A), he follo ing (i) Affilia e mean in rela ion o a per on an o her per on direc l or indirec l con rolling, con rolled b or nder common con rol i h ch per on, here con rol mean he po e ion, direc l or indirec l , of he po er o direc he managemen and policie of a per on he her hro gh he o ner hip of o ing ec ri ie , con rac or o her i e, pro ided ha Affilia e hall no incl de an por folio companie of a per on. (ii) Depo i ar mean an depo i ar , clearing agenc , c odian, nominee or imilar en i appoin ed nder arrangemen en ered in o b he Corpora ion or o her i e appro ed b he Board of Direc or ha hold , or i in ere ed, direc l or indirec l , incl ding hro gh a nominee, in, hare of capi al ock of he Corpora ion, or righ or in ere in re pec hereof, and hich i e cer ifica e , in r men , ec ri ie or o her doc men of i le, or main ain acco n , e idencing or recording he en i lemen of he holder hereof, or acco n holder , o or o recei e ch hare , righ or in ere . 3 (iii) Depo i ar In ere mean an cer ifica e, in r men , ec ri , depo i ar receip , or o her doc men of i le i ed or crea ed, or in ere recorded in an acco n main ained, b a Depo i ar o e idence or record he en i lemen of he holder, or acco n holder, o or o recei e hare of capi al ock of he Corpora ion, or righ or in ere in re pec hereof. holder of hare of Cla (i ) Permi ed Cla B Common S ock: B Tran feree mean , i h re pec o a (A) a r for he benefi of ch holder or per on o her han ch holder, if ch ran fer doe no in ol e an pa men of ca h, ec ri ie , proper or o her con idera ion (o her han an in ere in ch r ) o ch holder, in each ca e o long a ch holder ha ole di po i i e po er and e cl i e Vo ing Con rol i h re pec o he hare of Cla B Common S ock held b ch r ; (B) a pen ion, profi haring, ock bon or o her pe of acco n , plan or r of hich ch holder i a par icipan or beneficiar , pro ided ha ch holder ha ole di po i i e po er and e cl i e Vo ing Con rol i h re pec o he hare of Cla B Common S ock held in ch acco n , plan or r ; (C) a corpora ion, par ner hip or limi ed liabili compan in hich ch holder direc l , or indirec l hro gh one or more Permi ed Cla B Tran feree , o n hare , par ner hip in ere or member hip in ere , a applicable, i h fficien Vo ing Con rol in he corpora ion, par ner hip or limi ed liabili compan , a he ca e ma be, or o her i e ha legall enforceable righ , ch ha ch holder re ain ole di po i i e po er and e cl i e Vo ing Con rol i h re pec o he hare of Cla B Common S ock held b ch corpora ion, par ner hip or limi ed liabili compan , a he ca e ma be; or (D) an Affilia e. ( ) Thre hold mean (i) a an mee ing of he ockholder of he Corpora ion, a n mber of o e eq al o 49.9999% of he aggrega e o ing po er of he o al n mber of o e ca b all ockholder a ha mee ing (ei her in per on or b pro ); or (ii) in re pec of an o her ma er req iring he con en of a holder of Cla B Common S ock and i Permi ed Cla B Tran feree , a applicable, a n mber of o e eq al o 49.9999% of he o al o ing po er of he Corpora ion hare en i led o o e in re pec of ha ma er. ( i) To al Share O anding mean , a an par ic lar ime, he aggrega e n mber of hare of Cla A Common S ock and Cla B Common S ock o anding a ch ime. For he a oidance of do b , To al Share O anding hall no incl de an op ion or o her righ o acq ire capi al ock of he Corpora ion o anding or an hare of capi al ock of he Corpora ion i able pon he e erci e of ch op ion or righ . 4 ( ii) Vo ing Con rol mean , i h re pec o a hare or o her eq i in ere , he e cl i e po er ( he her direc l or indirec l ) o o e or direc he o ing of ch hare or o her eq i in ere b pro , o ing agreemen or o her i e. (b) Wri en Con en of Holder of Cla B Common S ock. Each hare of Cla B Common S ock hall con er in o one f ll paid and nona e able hare of Cla A Common S ock pon he ri en con en of he holder of an aggrega e of a lea 66.66% of he o al n mber of o anding hare of Cla B Common S ock. (c) Elec ion b Holder of Cla B Common S ock. A holder of hare of Cla B Common S ock ma elec a an ime o con er an of i hare of Cla B Common S ock in o f ll paid and nona e able hare of Cla A Common S ock on a one-for-one ba i b no ice in ri ing o he ran fer agen of he Corpora ion. (d) Le han 10% of To al Share O anding. Each hare of Cla B Common S ock hall a oma icall , i ho an f r her ac ion on behalf of he Corpora ion or o her i e, con er in o one f ll paid and nona e able hare of Cla A Common S ock if he aggrega e n mber of hare of Cla B Common S ock hen o anding compri e le han en percen (10%) of he To al Share O anding. (e) Tran fer o Non-Permi ed Tran feree. Wi h re pec o an holder of Cla B Common S ock, each hare of Cla B Common S ock held b ch holder hall a oma icall , i ho an f r her ac ion on behalf of he Corpora ion or o her i e, con er in o one f ll paid and nona e able hare of Cla A Common S ock pon a ran fer of ch hare of Cla B Common S ock b i holder o an per on ha i no a Permi ed Cla B Tran feree. For he a oidance of do b , he a oma ic con er ion nder hi Ar icle V(A), Sec ion 8(e) affec onl he hare of Cla B Common S ock ha are he bjec of ch ran fer. (f) Effec of Con er ion. In he e en of a con er ion of hare of Cla B Common S ock o hare of Cla A Common S ock p r an o hi Ar icle V(A), Sec ion 8, ch con er ion hall be deemed o ha e been made (i) on he da e or ime (incl ding a ime de ermined b he happening of a f re e en ) pecified in he ri en con en of he req i i e holder of Cla B Common S ock, (ii) a he ime ha he ran fer agen of he Corpora ion recei e he ri en no ice req ired from a holder of Cla B Common S ock or, if la er, a he ime or he happening of a f re e en pecified in ch ri en no ice, (iii) on he fir da e ha he aggrega e n mber of hare of Cla B Common S ock cea e o repre en a lea en percen (10%) of he To al Share O anding, or (i ) on he da e ha he ran fer of ch hare o an non-Permi ed Cla B Tran feree occ rred, a applicable. Upon an con er ion of Cla B Common S ock o Cla A Common S ock, all righ of he holder of ch hare of Cla B Common S ock hall cea e and he per on or per on in ho e name or name he cer ifica e or cer ifica e repre en ing he hare of Cla B Common S ock are o be i ed, if an , hall be rea ed for all p rpo e a ha ing become he record holder or holder of ch n mber of hare of Cla A Common S ock in o hich ch Cla B Common S ock ere con er ible. Share of Cla B Common S ock ha are con er ed in o hare of Cla A Common S ock a pro ided in hi Ar icle V(A), Sec ion 8 hall be a oma icall cancelled and re ired and 5 hall no be rei ed. No i h anding an hing o he con rar herein or o her i e, if an hare of Cla B Common S ock o anding and en i led o o e a of he record da e for de ermining ockholder en i led o o e a an mee ing of ockholder are con er ed in o hare of Cla A Common S ock af er ch record da e b prior o he final adjo rnmen of ch mee ing, he hare of Cla B Common S ock o con er ed hall be deemed for p rpo e of de ermining he e abli hmen of a q or m and for p rpo e of o ing a ch mee ing o be o anding and en i led o o e a ch mee ing a hare of Cla B Common S ock. (g) Re er a ion of S ock. The Corpora ion hall a all ime re er e and keep a ailable o of i a hori ed b ni ed hare of Cla A Common S ock, olel for he p rpo e of effec ing he con er ion of he hare of Cla B Common S ock, ch n mber of i hare of Cla A Common S ock a hall from ime o ime be fficien o effec he con er ion of all o anding hare of Cla B Common S ock in o hare of Cla A Common S ock. (f) Depo i ar In ere . De pi e an o her pro i ion of hi Re a ed Cer ifica e or he righ a aching o an hare of capi al ock of he Corpora ion, a Depo i ar ma ran fer an hare of capi al ock of he Corpora ion held b he Depo i ar o a holder of a Depo i ar In ere a par of he rrender of heir Depo i ar In ere and ch ran fer hall no in an a re l in he righ a aching o ch hare being aried or, if applicable, re l in he a oma ic con er ion of an hare of capi al ock of he Corpora ion in accordance i h he pro i ion of hi Ar icle V(A), Sec ion 8. 9. Adj men in A hori ed Common S ock. The n mber of a hori ed hare of Cla A Common S ock or Preferred S ock ma be increa ed or decrea ed (b no belo he n mber of hare hereof hen o anding and he n mber of hare of Common S ock req ired o be re er ed here nder o effec a e he con er ion of hare of Preferred S ock and he con er ion of hare of Cla B Common S ock in o hare of Cla A Common S ock) b he affirma i e o e of he holder of a majori in o ing po er of he o anding capi al ock of he Corpora ion en i led o o e hereon, irre pec i e of he pro i ion of Sec ion 242(b)(2) of he DGCL, bjec o he righ of he holder of one or more o anding erie of Preferred S ock, o ing a a epara e erie or oge her a a cla i h one or more o her erie , p r an o he erm of hi Re a ed Cer ifica e. 10. Admini ra ion. The Board of Direc or ma , from ime o ime, e abli h ch policie and proced re no in iola ion of applicable la or hi Re a ed Cer ifica e rela ing o he con er ion of he Cla B Common S ock o Cla A Common S ock and he general admini ra ion of hi d al cla Common S ock r c re, incl ding he i ance of ock cer ifica e i h re pec here o, a i ma deem nece ar or ad i able, and ma req e ha holder of hare of Cla B Common S ock f rni h cer ifica e , affida i or o her proof o he Corpora ion a ma be rea onabl nece ar o erif he o ner hip of Cla B Common S ock and o confirm ha a con er ion o Cla A Common S ock ha no occ rred. A de ermina ion b he Board of Direc or , ac ing rea onabl and in good fai h, a o he her or no a ran fer of a hare of Cla B Common S ock b i holder o an per on ha i no a Permi ed Cla B 6 Tran feree ha occ rred and re l in a con er ion o Cla A Common S ock, or a o he her or no ano her con er ion con empla ed in Ar icle V(A), Sec ion 8 ha occ rred, hall be concl i e and binding. All reference in hi Re a ed Cer ifica e o a cer ifica e or cer ifica e repre en ing hare of hi Corpora ion capi al ock incl de a no ice or no ice of i ance of ncer ifica ed hare . 11. S pen ion of Vo ing Po er. If a holder of hare of Cla B Common S ock o ld be deemed (b aggrega ing he o ing po er of ch holder hare of Cla B Common S ock oge her i h he o ing po er of he hare of Cla B Common S ock held b ch holder Permi ed Cla B Tran feree ) o hold more han 49.9999% of he aggrega e o anding o ing po er in he Corpora ion, hen, nle he Board of Direc or re ol e o her i e: (a) he ma im m o ing po er ha ma be e erci ed b ch holder and i Permi ed Cla B Tran feree in he aggrega e hall no e ceed he Thre hold; (b) an o ing po er p rpor ed o be e erci ed b ch holder and i Permi ed Cla B Tran feree (in aggrega e) a an mee ing of he ockholder of he Corpora ion or in re pec of an o her ma er req iring heir con en (a he ca e ma be) abo e he Thre hold hall be di regarded and no co n ed a a o e for or again he ma er bmi ed o he ockholder for a o e; (c) he o ing po er di regarded p r an o hi Ar icle V(A), Sec ion 11 hall be di regarded for p rpo e of de ermining he o al o anding o ing po er of he capi al ock of he Corpora ion a of he applicable record da e; and (d) he pen ion of o ing po er p r an o hi Ar icle V(A), Sec ion 11 hall be propor iona e a be een he holder and i Permi ed Cla B Tran feree , p o ided ha , he pen ion of o ing po er p r an o hi Ar icle V(A), Sec ion 11 hall no appl in he ca e of a epara e cla o e of he holder of hare of Cla B Common S ock. B. PREFERRED STOCK Share of Preferred S ock ma be i ed from ime o ime in one or more erie , each of ch erie o ha e ch erm a a ed or e pre ed herein and in he re ol ion or re ol ion pro iding for he crea ion and i ance of ch erie adop ed b he Board of Direc or a hereinaf er pro ided. A hori i hereb e pre l gran ed o he Board of Direc or from ime o ime o i e he Preferred S ock in one or more erie , and in connec ion i h he crea ion of an ch erie , b adop ing a re ol ion or re ol ion pro iding for he i ance of he hare hereof and b filing a cer ifica e of de igna ion rela ing here o in accordance i h he DGCL (a Cer ifica e of De igna ion ), o de ermine and fi he n mber of hare of ch erie and ch o ing po er , f ll or limi ed, or no o ing po er , and ch de igna ion , preference and rela i e par icipa ing, 7 op ional or o her pecial righ , and q alifica ion , limi a ion or re ric ion hereof, incl ding i ho limi a ion hereof, di idend righ , con er ion righ , redemp ion pri ilege and liq ida ion preference , he righ o elec direc or and o increa e or decrea e (b no belo he n mber of hare of ch erie hen o anding) he n mber of hare of an erie a hall be a ed and e pre ed in ch re ol ion , all o he f lle e en no or hereaf er permi ed b he DGCL. Wi ho limi ing he generali of he foregoing, he re ol ion or re ol ion pro iding for he crea ion and i ance of an erie of Preferred S ock ma pro ide ha ch erie hall be perior or rank eq all or be j nior o an o her erie of Preferred S ock o he e en permi ed b la and hi Re a ed Cer ifica e (incl ding an Cer ifica e of De igna ion). E cep a o her i e req ired b la , holder of an erie of Preferred S ock hall be en i led onl o ch o ing righ , if an , a hall e pre l be gran ed here o b hi Re a ed Cer ifica e (incl ding an Cer ifica e of De igna ion). AR ICLE I For he managemen of he b ine i i f r her pro ided ha : and for he cond c of he affair of he Corpora ion A. E cep a o her i e e pre l pro ided b he DGCL or hi Re a ed Cer ifica e, he b ine and affair of he Corpora ion hall be managed b or nder he direc ion of he Board of Direc or . In addi ion o he po er and a hori e pre l conferred pon hem b a e or b hi Re a ed Cer ifica e or he B la , he direc or are hereb empo ered o e erci e all ch po er and do all ch ac and hing a ma be e erci ed or done b he Corpora ion. B. The n mber of direc or hich hall con i e he hole Board of Direc or hall be fi ed e cl i el b one or more re ol ion adop ed from ime o ime b he Board of Direc or . C. Each direc or hall hold office n il he ne ann al elec ion and n il ch direc or cce or i d l elec ed and q alified, or n il ch direc or earlier dea h, re igna ion or remo al. D. S bjec o he pecial righ of he holder of one or more o anding erie of Preferred S ock o elec direc or , he Board of Direc or or an indi id al direc or ma be remo ed from office a an ime b he affirma i e o e of he holder of a lea a majori of he o ing po er of all of he hen o anding hare of o ing ock of he Corpora ion en i led o o e generall in he elec ion of direc or . E. S bjec o he pecial righ of he holder of one or more o anding erie of Preferred S ock o elec direc or , e cep a o her i e pro ided b la , an acancie on he Board of Direc or re l ing from dea h, re igna ion or remo al and an ne l crea ed direc or hip re l ing from an increa e in he n mber of direc or hall be filled e cl i el b he affirma i e o e of a majori of he direc or hen in office, e en ho gh le han a q or m, 8 or b a ole remaining direc or (o her han an direc or elec ed b more o anding erie of Preferred S ock), and hall no be filled b he epara e o e of one or he ockholder . F. Whene er he holder of an one or more erie of Preferred S ock i ed b he Corpora ion hall ha e he righ , o ing epara el a a erie or epara el a a cla i h one or more ch o her erie , o elec direc or a an ann al or pecial mee ing of ockholder , he elec ion, erm of office, remo al and o her fea re of ch direc or hip hall be go erned b he erm of hi Re a ed Cer ifica e (incl ding an Cer ifica e of De igna ion). No i h anding an hing o he con rar in hi Ar icle VI, he n mber of direc or ha ma be elec ed b he holder of an ch erie of Preferred S ock hall be in addi ion o he n mber fi ed p r an o paragraph B of hi Ar icle VI, and he o al n mber of direc or con i ing he hole Board of Direc or hall be a oma icall adj ed accordingl . E cep a o her i e pro ided in he Cer ifica e of De igna ion( ) in re pec of one or more erie of Preferred S ock, hene er he holder of an erie of Preferred S ock ha ing ch righ o elec addi ional direc or are di e ed of ch righ p r an o he pro i ion of ch Cer ifica e of De igna ion( ), he erm of office of all ch addi ional direc or elec ed b he holder of ch erie of Preferred S ock, or elec ed o fill an acancie re l ing from he dea h, re igna ion or remo al of ch addi ional direc or , hall for h i h ermina e (in hich ca e each ch direc or here pon hall cea e o be q alified a , and hall cea e o be, a direc or) and he o al a hori ed n mber of direc or of he Corpora ion hall a oma icall be red ced accordingl . G. In f r herance and no in limi a ion of he po er conferred b a e, he Board of Direc or i e pre l a hori ed o adop , amend or repeal he B la . In addi ion o an o e of he holder of an cla or erie of ock of he Corpora ion req ired b applicable la or b hi Re a ed Cer ifica e (incl ding an Cer ifica e of De igna ion in re pec of one or more erie of Preferred S ock) or he B la , he adop ion, amendmen or repeal of he B la b he ockholder of he Corpora ion hall req ire he affirma i e o e of he holder of a lea o- hird of he o al o ing po er of all of he hen o anding hare of o ing ock of he Corpora ion en i led o o e generall in an elec ion of direc or , o ing oge her a a ingle cla . B la H. The direc or of he Corpora ion need no be elec ed b o pro ide. ri en ballo nle he AR ICLE II A. E cep a o her i e pro ided herein, an ac ion req ired or permi ed o be aken he ockholder of he Corpora ion m be effec ed a an ann al or pecial mee ing of he ockholder of he Corpora ion, and hall no be aken b ri en con en in lie of a mee ing. No i h anding he foregoing, an ac ion req ired or permi ed o be aken b he holder of an erie of Preferred S ock, o ing epara el a a erie or epara el a a cla i h one or more o her ch erie , ma be aken i ho a mee ing, i ho prior no ice and i ho a o e, o he e en e pre l o pro ided b he applicable Cer ifica e of De igna ion rela ing o ch erie of Preferred S ock, if a con en or con en in ri ing, e ing for h he ac ion o aken, hall be igned b he holder of o anding hare of he rele an erie of Preferred S ock ha ing no le han he minim m n mber of o e ha o ld be nece ar o a hori e or ake ch ac ion b 9 a a mee ing a hich all hare en i led o o e hereon ere pre en and o ed and hall be deli ered o he Corpora ion in accordance i h he applicable pro i ion of he DGCL. B. S bjec o he pecial righ of he holder of one or more erie of Preferred S ock, pecial mee ing of he ockholder of he Corpora ion ma be called, for an p rpo e or p rpo e , a an ime onl b or a he direc ion of he Board of Direc or , he Chairper on of he Board of Direc or or a Chief E ec i e Officer of he Corpora ion and hall no be called b an o her per on or per on . C. Ad ance no ice of ockholder nomina ion for he elec ion of direc or and of o her b ine propo ed o be bro gh b ockholder before an mee ing of he ockholder of he Corpora ion hall be gi en in he manner pro ided in he B la . AR ICLE III No direc or or officer of he Corpora ion hall ha e an per onal liabili o he Corpora ion or i ockholder for mone ar damage for an breach of fid ciar d a a direc or or officer, a applicable, e cep o he e en ch e emp ion from liabili or limi a ion hereof i no permi ed nder he DGCL a he ame e i or hereaf er ma be amended. An amendmen , repeal or modifica ion of hi Ar icle VIII, or he adop ion of an pro i ion of he Re a ed Cer ifica e incon i en i h hi Ar icle VIII, hall no ad er el affec an righ or pro ec ion of a direc or or officer of he Corpora ion, a applicable, i h re pec o an ac or omi ion occ rring prior o ch amendmen , repeal, modifica ion or adop ion. If he DGCL i amended af er appro al b he ockholder of hi Ar icle VIII o a hori e corpora e ac ion f r her elimina ing or limi ing he per onal liabili of direc or or officer , hen he liabili of a direc or or officer of he Corpora ion, a applicable, hall be elimina ed or limi ed o he f lle e en permi ed b he DGCL a o amended. AR ICLE I The Corpora ion hall ha e he po er o pro ide righ o indemnifica ion and ad ancemen of e pen e o i c rren and former officer , direc or , emplo ee and agen and o an per on ho i or a er ing a he req e of he Corpora ion a a direc or, officer, emplo ee or agen of ano her corpora ion, par ner hip, join en re, r or o her en erpri e. AR ICLE Unle he Corpora ion con en in ri ing o he elec ion of an al erna i e for m, (a) he Co r of Chancer ( he Chancer Co r ) of he S a e of Dela are (or, in he e en ha he Chancer Co r doe no ha e j ri dic ion, he federal di ric co r for he Di ric of Dela are or o her a e co r of he S a e of Dela are) hall, o he f lle e en permi ed b la , be he ole and e cl i e for m for (i) an deri a i e ac ion, i or proceeding bro gh on behalf of he Corpora ion, (ii) an ac ion, i or proceeding a er ing a claim of breach of a fid ciar d o ed b an direc or, officer or ockholder of he Corpora ion o he Corpora ion or o he Corpora ion ockholder , (iii) an ac ion, i or proceeding ari ing p r an o an pro i ion 10 of he DGCL or he B la or hi Re a ed Cer ifica e (a he ma be amended from ime o ime) or (i ) an ac ion, i or proceeding a er ing an in ernal corpora e claim (a defined in 8 Del. C. Sec. 115) or a claim o her i e implica ing he in ernal affair of he Corpora ion; and (b) bjec o he preceding pro i ion of hi Ar icle X, he federal di ric co r of he Uni ed S a e of America hall be he e cl i e for m for he re ol ion of an complain a er ing a ca e or ca e of ac ion ari ing nder he Sec ri ie Ac of 1933, incl ding all ca e of ac ion a er ed again an defendan o ch complain . If an ac ion he bjec ma er of hich i i hin he cope of cla e (a) of he immedia el preceding en ence i filed in a co r o her han he co r in he S a e of Dela are (a Foreign Ac ion ) in he name of an ockholder, ch ockholder hall be deemed o ha e con en ed o ( ) he per onal j ri dic ion of he a e and federal co r in he S a e of Dela are in connec ion i h an ac ion bro gh in an ch co r o enforce he pro i ion of cla e (a) of he immedia el preceding en ence and ( ) ha ing er ice of proce made pon ch ockholder in an ch ac ion b er ice pon ch ockholder co n el in he Foreign Ac ion a agen for ch ockholder. An per on or en i p rcha ing or o her i e acq iring an in ere in an ec ri of he Corpora ion hall be deemed o ha e no ice of and con en ed o hi Ar icle X. No i h anding he foregoing, he pro i ion of hi Ar icle X hall no appl o i bro gh o enforce an liabili or d crea ed b he Sec ri ie E change Ac of 1934, or an o her claim for hich he federal co r of he Uni ed S a e ha e e cl i e j ri dic ion. If an pro i ion or pro i ion of hi Ar icle X hall be held o be in alid, illegal or nenforceable a applied o an circ m ance for an rea on ha oe er, (a) he alidi , legali and enforceabili of ch pro i ion in an o her circ m ance and of he remaining pro i ion of hi Ar icle X (incl ding, i ho limi a ion, each por ion of an paragraph of hi Ar icle X con aining an ch pro i ion held o be in alid, illegal or nenforceable ha i no i elf held o be in alid, illegal or nenforceable) hall no in an a be affec ed or impaired hereb and (b) he applica ion of ch pro i ion o o her per on or en i ie and circ m ance hall no in an a be affec ed or impaired hereb . AR ICLE I A. In addi ion o an o e req ired b applicable la or b hi Re a ed Cer ifica e, he follo ing pro i ion in hi Re a ed Cer ifica e ma be amended, al ered, repealed or re cinded, in hole or in par , or an pro i ion incon i en here i h or here i h ma be adop ed, onl b he affirma i e o e of he holder of a lea 66.66% of he o al o ing po er of all he hen o anding hare of capi al ock of he Corpora ion en i led o o e hereon, o ing oge her a a ingle cla : Ar icle V ( bjec o Sec ion 9 of Ar icle V), Ar icle VI, Ar icle VII, Ar icle VIII, Ar icle IX and hi Ar icle XI(A). B. The Corpora ion hall no , i ho he prior affirma i e o e of he holder of a lea a majori of he o anding hare of he affec ed cla or cla e of Common S ock, each o ing a a epara e cla , in addi ion o an o her o e req ired b applicable la or hi Re a ed Cer ifica e, direc l or indirec l , he her b amendmen , or hro gh merger, recapi ali a ion, con olida ion or o her i e, amend, al er, change, repeal or adop an pro i ion 11 of hi Re a ed Cer ifica e (i) ha al er or change an of he o ing, con er ion, di idend or liq ida ion pro i ion of he hare of a cla of Common S ock or o her righ , po er , preference or pri ilege of a cla of Common S ock; (ii) o increa e he n mber of o e o hich each hare of he o her cla of Common S ock i en i led or pro ide for an righ o a epara e cla o e of he holder of he hare of he o her cla of Common S ock o her han a pro ided b hi Re a ed Cer ifica e or req ired b he DGCL; or (iii) o o her i e ad er el affec he righ , po er , preference or pri ilege of he hare of a cla of Common S ock in a manner ha i di para e from he manner in hich i affec he righ , po er , preference or pri ilege of he hare of he o her cla of Common S ock, in each ca e for o long a an hare of ch affec ed cla of Common S ock remain o anding. C. If an pro i ion or pro i ion of hi Re a ed Cer ifica e hall be held o be in alid, illegal or nenforceable a applied o an circ m ance for an rea on ha oe er: (i) he alidi , legali and enforceabili of ch pro i ion in an o her circ m ance and of he remaining pro i ion of hi Re a ed Cer ifica e (incl ding, i ho limi a ion, each por ion of an paragraph of hi Re a ed Cer ifica e con aining an ch pro i ion held o be in alid, illegal or nenforceable ha i no i elf held o be in alid, illegal or nenforceable) hall no , o he f lle e en permi ed b applicable la , in an a be affec ed or impaired hereb and (ii) o he f lle e en permi ed b applicable la , he pro i ion of hi Re a ed Cer ifica e (incl ding, i ho limi a ion, each ch por ion of an paragraph of hi Re a ed Cer ifica e con aining an ch pro i ion held o be in alid, illegal or nenforceable) hall be con r ed o a o permi he Corpora ion o pro ec i direc or , officer , emplo ee and agen from per onal liabili in re pec of heir good fai h er ice o or for he benefi of he Corpora ion o he f lle e en permi ed b la . 12 Recommendations for Jim and Sandy Client December 08, 2017 Prepared By: Alan Advisor 10 Almaden Blvd., 15th Floor San Jose, CA 95113 800-366-7266 LWPSR@loringward.com Contents Your Investment Policy Statement 1 Your Portfolio Objectives 2 Your Tolerance for Risk 3 Your Recommended Investment Strategy 4-7 Roles and Responsibilities 8 Portfolio Maintenance, Oversight, and Signatures of Acceptance 9 Disclosures 10 Appendix 11 - 20 Your Investment Policy Statement Introduction Your Investment Policy Statement is a detailed investment plan customized to your personal circumstances. The purpose of this document is to assist you and your financial advisor in effectively designing, monitoring and evaluating this investment portfolio. Developing a long-term investment policy and putting it in writing enables you and your financial advisor to protect your portfolio from spur-of-the-moment revisions that may result from emotional reactions to short-term market events. Steps to Establish Your Investment Policy Statement 1. Establish your portfolio objectives i. Goal(s) ii. Income requirements iii. Liquidity requirements iv. Time horizon 2. Determine your tolerance for risk 3. Determine your recommended investment strategy 4. Implement and maintain your portfolio Based on your responses in your Investor Profile Questionnaire, we have prepared the following recommendations for the management of your assets in this portfolio. Should your circumstances or goals change, your Investment Policy Statement can be updated to reflect your new requirements. Page 1 of 20 Your Portfolio Objectives The following considerations for designing your portfolio are based on the information provided as of December 08, 2017. Goal(s) • Retirement Income Requirements You currently require a 0 - 2 percent annual withdrawal from this portfolio to fund your day-to-day expenses. Liquidity Requirements You do not require access to readily available cash from this portfolio for a major purchase or life event in the foreseeable future. Time Horizon Based on the information you provided on 10/31/2017, your investment time horizon is 20 years or more. Your investment time horizon—or the length of time you plan to keep the majority of your funds invested in this portfolio—can have a significant influence on the recommended structure of your portfolio. The graph below shows the historical range of returns for the Standard & Poor’s 500 Index for various time periods since 1972. It demonstrates that as investment periods are lengthened, the variability in average returns is reduced, as is the potential for negative returns. The minimum expected investment period should be at least five years for any portfolio containing equity securities. We suggest that any portfolio with less than a five-year time horizon should be comprised predominantly of cash and shorter-term fixed income securities. If your goals or circumstances change in the future, your portfolio can be restructured to reflect your revised investment time horizon. Page 2 of 20 Your Tolerance for Risk Investment theory and historical data suggests that, over long periods of time, there is a relationship between the investment risk assumed and level of return that can be expected. Generally, an investor must accept higher risk to achieve higher returns over time. A fundamental step in developing your investment policy is to determine the amount of risk you are willing to tolerate. Your comfort level with investment risk influences how this portfolio will be invested. To achieve long-term investment performance that is most likely to meet your objectives, it is important to understand that your portfolio may experience declines in value at certain points along the way. Further, in a severe market decline, the potential recovery could take a lengthy period of time. This portfolio proposal has been constructed from the information you have provided us, factoring in your risk tolerance, while considering your stated income and liquidity requirements, if any. Based on your discussion with your financial advisor and your responses to the Investor Profile Questionnaire, risk tolerance for this portfolio has been categorized as “Moderate”. Your portfolio value would have to decline by more than 30 percent in a continuous time period before you would lose confidence in your investment strategy and you would consider altering your portfolio asset mix. Historically, hypothetical portfolios based on index data with the asset mix recommended for this portfolio have experienced annual returns ranging from -25 to 32 percent from 1972 through 2016.* However, there is no guarantee that future results in this portfolio will be within this historical range. * Sources: CRSP, MSCI EAFE Index, NAREIT Composite Index, March 2017. Page 3 of 20 Your Recommended Investment Strategy Asset Class Allocation Your recommended investment strategy considers this portfolio as a whole, without analyzing individual holdings in isolation. It specifies an asset allocation—or the appropriate mix and percentage of asset classes for your portfolio—that balances your income and liquidity requirements, investment time horizon and risk tolerance. Your recommended strategy is a portfolio designed with the objective of matching your stated personal circumstances. The following combination of asset classes and target weightings seeks to maximize the growth potential of your portfolio at an agreed upon level of risk. Asset Classes and Target Allocations International and Emerging markets involve additional risks, including, but not limited to, currency fluctuation, political instability, foreign taxes, and different methods of accounting and financial reporting. As a result, they may not be suitable investment options for everyone. Notes: The pie chart above represents an asset class allocation generated by your answers to the Investor Profile Questionnaire or personal input determined by you and your financial advisor. It is meant to provide a general idea of how this portfolio would be allocated among different asset classes; it does not represent actual securities. For more information regarding actual funds used in this portfolio, please consult your financial advisor to obtain the funds’ prospectuses. Actual performance results may vary from the historical performance of these asset classes. Generally, this portfolio’s performance would reflect the performance of these asset classes less management and transaction fees without taking into consideration the impact of cash flows. Target weightings reflect the target allocation policy weightings as of the date of this Investment Policy Statement. Allocations may not add to total due to rounding of asset class allocation percentages. Page 4 of 20 Your Recommended Investment Strategy This section outlines the historical range of returns for this portfolio. Historical Returns Because the average variability of market fluctuations tends to narrow significantly over time, remaining focused on your long-term investment strategy is fundamental to achieving your goals. Investors who stay invested through short-term market fluctuations are often rewarded with higher returns over the long-term. Based on historical data from the various asset classes in this portfolio: A hypothetical portfolio with your specified asset mix experienced an average compounded annual return of 10 percent before fees and expenses for the period of 1972 to 2016.* Downside Potential Understanding the downside potential of this portfolio can help you avoid reacting to short-term investment cycles and stay focused on long-term investing. Based on historical returns from 1972 to 2016, the hypothetical downside potential of this portfolio before fees and expenses is:* -25 percent maximum loss in a single year 1 percent minimum gain in a five-year period (compounded annually) 4 percent minimum gain in a ten-year period (compounded annually) Upside Potential While it is important to be prepared for this portfolio’s potential downside, you also need to understand that there will be short-term periods during which your portfolio will outperform your expectations. Based on historical returns from 1972 to 2016, the hypothetical upside potential of this portfolio before fees and expenses is:* 32 percent maximum gain in a single year 21 percent maximum gain in a five-year period (compounded annually) 18 percent maximum gain in a ten-year period (compounded annually) It is important to recognize that this portfolio will be invested in a variety of securities; the actual weighting of these securities can and will vary. Future returns of the individual securities and the overall portfolio can be expected to vary from the historical returns referenced above. Indexes do not include any fees or expenses that may be included when investing in specific securities. The actual returns of a specific portfolio may be more or less than the index returns shown above. This Investment Policy Statement should not be construed as offering any guarantee of performance results. Page 5 of 20 Your Recommended Investment Strategy *Below is a list of indexes used to represent each of the asset classes modeled in this portfolio. Asset Class Cash & Cash Alternatives Short Term Fixed Income U.S. Short Government Bonds U.S. Short Investment Grade Bonds U.S. Government Bonds U.S. Investment Grade Bonds U.S. Long Government Bonds U.S. Long Credit Bonds Global Short Bonds Global Bonds Municipal Bonds U.S. High-Yield Bonds U.S. Inflation-Protected Bonds U.S. Stocks U.S. Large Value Stocks U.S. Large Neutral Stocks U.S. Large Growth Stocks U.S. Small Value Stocks U.S. Small Neutral Stocks U.S. Small Growth Stocks U.S. Microcap Stocks International Stocks (includes Int'l Developed) International Large Value Stocks International Large Neutral Stocks Disclosure IA SBBI US 30 Day TBill TR USD (1972-1977). BofAML US Treasury Bill 3 Mon TR USD (1978-2016). 50% IA SBBI US 1 Yr Trsy Const Mat and 50% IA SBBI US IT Govt. (1972-1984), 50% IA SBBI US 1 Yr Trsy Const Mat and 50% Citi WGBI 1-5 Years (hdg) (1985-1986), 50% BofA ML 1-3 yr US Corp/Govt Index, and 50% Citi WGBI 1-5 Years (hdg) (1986-2016) IA SBBI US 1 Yr Trsy Const Mat TR USD (1972-1977). BofAML US Treasuries 1-3 Yr TR USD (1978-1982). BofAML US Trsy/Agcs AAA 1-3 Yr TR USD (1983-2016). IA SBBI US 1 Yr Trsy Const Mat TR USD (1972-1986). BofAML US Corp&Govt 1-3 Yr TR USD (1987-2016). IA SBBI US IT Govt TR USD (1972-1972). Barclays US Government TR USD (1973-2016) IA SBBI US IT Govt TR USD (1972-1972). Barclays US Govt/Credit TR USD (1973-1975). Barclays US Agg Bond TR USD (1976-2016). IA SBBI US LT Govt TR USD (1972-1972). Barclays US Government Long TR USD (1973-2016). IA SBBI US LT Corp TR USD (1972-1972). Barclays US Long Credit TR USD (1973-2016). IA SBBI US IT Govt TR USD (1972-1984). Citi WGBI 1-5 Yr Hdg USD (1985-2016). IA SBBI US IT Govt TR USD (1972-1984). Citi WGBI Hdg USD (1985-2016) IA SBBI US LT Corp TR USD (1972-1980). Barclays Municipal TR USD (1981-2016). IA Barclays US HY Corporate Bonds (1972-1983). Barclays US Corporate High Yield TR USD (1984-2016). IA SBBI US LT Govt TR USD (1972-1997). Barclays US Treasury US TIPS TR USD (1998-2016). CRSP Deciles 1-10 Index (1972-1978). Russell 3000 TR USD (1979-2016). Fama/French US Large Value Index (ex utilities) (1972-1978). Russell 1000 Value TR USD (1979-2016). S&P 500 Index (1972-1978). Russell 1000 TR USD (1979-2016). Fama/French US Large Growth Index (ex utilities)(1972-1978). Russell 1000 Growth TR USD (1979-2016). Fama/French US Small Value Index (ex utilities)(1972-1978). Russell 2000 Value Index (1979-2016). CRSP Deciles 6-10 Index (1972-1978). Russell 2000 TR USD (1979-2016). Fama/French US Small Growth Index (ex utilities) (1972-1978). Russell 2000 Growth Index (1979-2016). CRSP Deciles 9-10 Index (1972-2000). Russell Micro Cap TR USD (2001-2016). MSCI World ex USA NR USD (1972-1994), MSCI World ex USA IMI NR USD (1994-2016) MSCI World ex USA NR USD (1972-1974). MSCI World Ex USA Value NR USD (1975-2016). MSCI World ex USA NR USD (1972-2016). Page 6 of 20 Your Recommended Investment Strategy Asset Class International Large Growth Stocks Disclosure MSCI World ex USA NR USD (1972-1974). MSCI World Ex USA Growth NR USD (1975-2016). Dimensional International Small Cap Index (1972-1981). International Small Value Stocks Dimensional International Small Cap Value Index (1981-1994). MSCI World Ex USA Small Value NR USD (1995-2016). Dimensional International Small Cap Index (1972-2000). International Small Neutral Stocks MSCI World Ex USA Small Cap NR USD (2001-2016). Dimensional International Small Cap Index (1972-1989). S&P International Small Growth Stocks Developed Ex US Small Growth TR (1990-1994). MSCI World Ex USA Small Growth NR USD (1995-2016). MSCI Pacific Ex Japan NR USD (1972-1987). MSCI EM GR Emerging Markets Stocks USD (1988-1998). MSCI EM NR USD (1999-2016). FTSE NAREIT All Equity REITs TR USD (1972-1986). DJ US Real Estate / REITs Select REIT TR USD (1987-2016). S&P GSCI TR USD (1972-1990). Bloomberg Commodity TR Commodities USD (1991-2016). Other S&P 500 (Price Return) (1972-2016) 80% IA SBBI US IT Govt TR USD, 20% MSCI World NR USD Conservative Allocation (1972-1972). 80% Barclays US Govt/Credit TR USD, 20% MSCI World NR USD (1973-1975). 80% Barclays US Agg Bond TR USD, 20% MSCI World NR USD (1976-2016) 50% IA SBBI US IT Govt TR USD, 50% MSCI World NR USD Moderate Allocation (1972-1972). 50% Barclays US Govt/Credit TR USD, 50% MSCI World NR USD (1973-1975). 50% Barclays US Agg Bond TR USD, 50% MSCI World NR USD (1976-2016) 20% IA SBBI US IT Govt TR USD, 80% MSCI World NR USD Aggressive Allocation (1972-1972). 20% Barclays US Govt/Credit TR USD, 80% MSCI World NR USD (1973-1975). 20% Barclays US Agg Bond TR USD, 80% MSCI World NR USD (1976-2016) Global Developed Stocks (includes Int'l MSCI World NR USD (1972-1994), MSCI World IMI NR USD Dev, U.S.) (1994-2016) Global Stocks (includes Int'l Developed, MSCI World NR USD (1972-1994), MSCI ACWI IMI NR USD U.S., EM) (1994-2016) Page 7 of 20 Roles and Responsibilities Advisor Your advisor is expected to guide you through a disciplined investment process and manage your portfolio in a manner that is consistent with this Investment Policy Statement and in accordance with state and federal law and the Uniform Prudent Investor Act. As a fiduciary to you, the primary responsibilities of the Advisor include, but are not limited to: • Designing, implementing and maintaining an appropriate asset allocation plan consistent with the investment objectives, time horizon, risk profile, guidelines and constraints outlined in this statement • Advising you about the selection and allocation of asset classes • Monitoring the performance of all selected assets • Periodically reviewing the suitability of your investments • Recommending changes to this Investment Policy Statement • Avoiding prohibited transactions and conflicts of interest • Controlling and accounting for all investment expenses • Making recommendations to you and implementing investment decisions as directed by you • Meeting with you to discuss your investment policy at appropriate intervals • Recommending an appropriate custodian to safeguard your assets Custodian As the custodian of all securities for your investment accounts, your custodian's specific duties and responsibilities include, but are not limited to: • Holding in custody for safekeeping all cash, securities and other property delivered to your investment account(s) and collecting and retaining income and other distributions credited to those account(s) • Effecting transfers of cash and/or securities credited to or debited from your account(s), including transfers incident to the settlement of purchase and sale transactions • Providing monthly or quarterly reports showing receipts, disbursements and transfers in connection with your account assets, trade settlements and balances • Providing all tax-related reporting to the Internal Revenue Service for your account(s) Investor As an investor, your primary responsibilities may include, but are not limited to: • Overseeing your advisor • Granting your advisor discretionary control for purchases and sales of securities previously approved by you. Your advisor shall have no authority to withdraw funds from your accounts, except to cover payment of previously agreed to fees or at your specific written direction • Approving the investment objectives and policies of the portfolio • Directing your advisor to make changes regarding policy, guidelines, objectives and specific investments on a timely basis • Providing your advisor with all relevant information on your financial conditions and risk tolerances and any changes to this information • Reading and understanding the information contained in the prospectuses for your investment portfolio • Exercising all rights, including voting rights, as are acquired through the ownership of securities • Reviewing custodial statements and performance reports Page 8 of 20 Portfolio Maintenance, Oversight, and Signatures of Acceptance Reporting On a quarterly basis you will receive a comprehensive, easy-to-read asset allocation and performance report for this portfolio. This report will compare your current asset class mix to target weightings established by this Investment Policy Statement. This report may also provide performance statistics by asset class and the overall portfolio. Each year you will receive a supplemental report(s) for taxable accounts, which details realized gains and losses. You will receive monthly statements from your account custodian. These statements will show values for each investment holding and details of all transactions and account activities, including additions and withdrawals. The custodian also provides trade confirmations. Each year, for taxable accounts, your custodian will send you and the IRS a 1099 tax report(s). Rebalancing From time to time, market conditions may cause certain asset classes in this portfolio to vary from the target weightings. This portfolio will be monitored and rebalanced either systematically based on variance from the target allocation or at the direction of you or your advisor to help ensure that the asset mix remains consistent with the guidelines established by this Investment Policy Statement. Communication A key part of the investment process is for you and your financial advisor to communicate regularly to review your investment objectives and evaluate the performance of your portfolio. As a matter of course, your advisor will keep you apprised of any material changes in the advisor’s outlook, recommended investment policy or strategy. Your advisor will also be available to address any questions, concerns or needs you may have. This Investment Policy Statement should be reviewed by you and your advisor annually at a minimum to ensure it accurately reflects your life circumstances, financial situation, goals, risk tolerance, or expectations. In the interim, it is imperative that you notify your advisor of any material changes to your financial situation, goals, risk tolerance, or expectations. Investment Policy Statement for Jim and Sandy Client Signature(s) of Acceptance Adopted by the below signed: Date: Investor(s): Date: Advisor(s): Please read the disclosure section on following page for additional information. Page 9 of 20 Disclosures CRSP is the Center for Research in Security Prices. CRSP ranks all NYSE companies by market capitalization and divides them into ten equally-populated portfolios. AMEX and NASDAQ National Market stocks are then placed into deciles according to their respective capitalization, determined by the NYSE breakpoints. CRSP Portfolios 1–2 represent large-cap stocks, Portfolios 3, 4 and 5 are mid-caps, Portfolios 6–8 represent small caps, and Portfolios 9–10 benchmark micro-caps. Value is represented by companies with a book-to-market ratio in the top 30% of all companies. Growth is represented by companies with a book-to-market ratio in the bottom 30% of all companies. S&P 500 Index is the Standard & Poor's 500 Index. The S&P 500 Index measures the performance of large-capitalization U.S. stocks. The S&P 500 is an unmanaged market value-weighted index of 500 stocks that are traded on the NYSE, AMEX and NASDAQ. The weightings make each company’s influence on the index performance directly proportional to that company’s market value. The MSCI EAFE Index (Morgan Stanley Capital International Europe, Australasia and Far East Index) is comprised of more than 1,000 companies representing the stock markets of Europe, Australia, New Zealand and the Far East, and is an unmanaged index. EAFE represents non-U.S. large stocks. Foreign securities involve additional risks, including foreign currency changes, political risks, foreign taxes and different methods of accounting and financial reporting. The NAREIT Composite Index is an unmanaged index consisting of approximately 200 Real Estate Investment Trust stocks. The NAREIT Index excludes brokerage commissions and other fees. Investors cannot invest directly in an index. Portfolios were developed using an asset allocation strategy similar to the one currently being used. Performance results do not represent actual trading, but were achieved using backtesting with the benefit of hindsight; actual results may vary. Hypothetical portfolios may not reflect the impact material economic and market factors might have had on decision making if Loring Ward was actually managing clients’ money at that time. Assumes dividend and capital gain reinvestment. Returns are before fees. All investments involve risk, including loss of principal. Foreign securities involve additional risks. Asset allocation models may not be suitable for all investors. Treasury bills and government bonds are guaranteed as to repayment of principal and interest by the U.S. government. The indexes are unmanaged baskets of securities not available for direct investment. Returns assume dividend and capital gain reinvestment. Smaller companies have additional risks, including greater volatility and less liquidity than stocks of larger companies. Value companies have more risk than growth companies and may underperform when the market favors growth companies. “Expected return” is a term of specialized use. It is generally understood to mean the statistically achievable return (based on historical data) over a sufficiently long time horizon. Expected returns are theoretical returns; they are not estimated returns. “Risk,” as used in the asset allocation program, is defined as standard deviation. It is a measure of volatility, a statistical calculation based on past performance. It describes how far from the mean performance numbers have varied in the past. Past performance is not indicative of future performance. All investments involve risk, including loss of principal. Foreign securities involve additional risks, including foreign currency changes, political risks, foreign taxes and different methods of accounting and financial reporting. For further disclosures concerning Loring Ward and its money management services, you may request a copy of the firm’s most recent ADV Part 2. Call 1-800-366-7266 to request a copy of this disclosure form. If you would like a copy of your individual advisor’s ADV, please contact him or her directly. Securities offered through Loring Ward Securities Inc., member FINRA/SIPC. #06-187 (03/2017) Page 10 of 20 Appendix Variance to Benchmarks The broad global diversification of this portfolio and its unique tilt towards small and value stocks will likely cause its performance to vary significantly from commonly-tracked benchmarks. This variance is demonstrated in the table below using a hypothetical diversified portfolio and the Standard & Poor’s 500 Index. This portfolio or its U.S. equity component could underperform or outperform well-known benchmarks, such as the S&P 500 Index or Dow Jones Industrial Average, for certain periods. Additionally, managers of structured asset class funds within your portfolio are not obligated to follow index benchmarks as strictly as managers of pure index funds; this flexibility may offer trading advantages. This factor may also contribute to benchmark variance. Page 11 of 20 Appendix Investment Philosophy The development of this portfolio was guided by evidence from the world’s leading academics in the fields of economics and finance. The widely-accepted principles of Modern Portfolio Theory and asset allocation are especially important, as asset allocation methodologies based on Nobel Prize-winning Modern Portfolio Theory were used to determine which asset classes are appropriate for this portfolio. Modern Portfolio Theory Modern Portfolio Theory will be the philosophical foundation for how this portfolio will be structured and how subsequent decisions will be made. Unlike more traditional investment management, which focuses on predicting the movements of individual stock prices, Modern Portfolio Theory looks at the portfolio of assets based on the combination of its risk and return components. Modern Portfolio Theory was developed by Harry Markowitz and Merton Miller at the University of Chicago and later expanded on by Stanford professor William Sharpe. In 1990, the Nobel Memorial Prize for Economics was awarded to these three economists for their work in developing Modern Portfolio Theory as an approach to portfolio management. The underlying concepts of Modern Portfolio Theory include: 1. Investors inherently avoid risk. In other words, investors tend to accept risk only when the level of return compensates them for that risk. A primary goal of Modern Portfolio Theory is to achieve the greatest return for the amount of risk taken. Doing so requires combining asset classes in the portfolio using structured asset class funds to help achieve effective diversification. This can be accomplished by measuring the correlation between specific asset classes that demonstrate a historically high rate of return and combining the asset classes in such a way that portfolio volatility is minimized. 2. Markets are efficient. It is almost impossible to predict the future direction of any individual security or of the market as a whole. Therefore, it is highly unlikely that any portfolio will succeed in consistently “beating the market.” Traditional managers try to beat the market by attempting to predict the future and by targeting pricing errors. This practice often proves to be both ineffective and costly. When manager predictions go unrealized, investors who hold the wrong stocks at the wrong time often miss the strong returns that markets provide. The historical performance depicted in the chart on the following page demonstrates how markets have compensated higher-risk investments over time with greater return. In addition, advanced technology and the abundance of freely available information help create an environment where picking individual stocks does not guarantee superior performance. This futility of speculation means that assets are priced fairly for investment purposes. While it is possible to outperform markets, it cannot be accomplished without taking on increased risk. Page 12 of 20 Appendix 3. Structure explains performance. The design of the portfolio as a whole is more important than selecting individual securities. We believe that the key determinant of portfolio performance is the appropriate allocation of assets to specific asset classes. Investors can benefit by combining the different asset classes in a structured portfolio. A full range of asset classes includes bonds, domestic and international stocks, real estate, small and large stocks, and value and growth stocks. Because each asset class plays a different role in a portfolio, this gives investors the potential to achieve greater expected returns with more consistency and less price fluctuation than a less structured approach. *Academic research by leading financial analysts has provided evidence that an investor’s asset allocation selection—or the choice of asset classes and the portfolio percentage allocated to each class—is the single most important element in a portfolio strategy. *The 1991 study concluded that, on average, 91.5% of portfolio’s performance profitability over a given ten-year period could be explained by asset class selection. As illustrated on the following page, this compares with 1.7% for market timing and 4.6% for stock selection. Attempts to either select individual stocks or time market movements contributed little to investor performance and, in many cases, had a negative effect. The study also made clear the importance of investing over the long term, regardless of management style. An investment policy’s success may not be fully realized until the underlying portfolio has gone through various economic and market cycles over a long period of time. *Data Source: Brinson, Singer, and Beebower. Financial Analysts Journal. May/June 1991. Page 13 of 20 Appendix 4. There is an optimal combination of asset classes that will maximize returns for a given level of risk. Numerous academic studies* have demonstrated that an investor’s return is dependent on the amount of exposure to the various asset classes and the specific risks associated with each class. The goal is to maximize a portfolio’s expected return based on an acceptable level of risk (or conversely, to minimize risk based on an acceptable expected return). * Brinson, Hood and Beebower, “Determinants of Portfolio Performance,” Financial Analysts Journal, July/August 1986 Brinson, Singer and Beebower, “Determinants of Portfolio Performance II: An Update,” Financial Analysts Journal, May/June 1991 Ibbotson and Kaplan, “ Does Asset Allocation Policy Explain 40%, 60% or 100% of Performance,” Financial Analysts Journal, April 1999 Page 14 of 20 Appendix As shown below, the Efficient Frontier is a theoretical curve that illustrates the balance or tradeoff between risk and return. It represents portfolios with an optimal asset mix, or portfolios that are expected to yield the highest return for a given level of risk. At points below the Efficient Frontier, the level of risk is too high for the anticipated return. A lower-risk asset mix could yield the same return. Investors select portfolios along this curve that are consistent with their risk tolerance. An investor who can accept more risk may choose a portfolio on the higher end of the curve, while a more risk averse investor would more likely select a portfolio on the lower end of the curve. By keeping your portfolio invested within the Efficient Frontier, you are positioned to maximize returns for your level of risk. The challenge is to find the optimal combination of asset classes that will maximize returns while also taking your personal circumstances and risk tolerance into consideration. Asset Allocation Long-term investment performance is, in large part, a function of asset class mix. A key part of choosing an investment program is reviewing the long-term performance characteristics of broad asset classes, focusing on balancing their respective risks and rewards. Our approach to portfolio management focuses on managing a combination of asset classes within your portfolio, rather than focusing on individual investments. Because each asset class in your portfolio has its own expected level of risk and return, it is the combination of the various asset classes—together with periodic portfolio rebalancing—that allows your investments to work in concert to help control the overall level of portfolio risk. Page 15 of 20 Appendix Asset Class Performance The chart below illustrates the annual performance rankings of seven major asset class indexes and inflation from 2002 to 2016, each represented by a different color. The columns show the annual performance of different asset classes from highest to lowest returns, while the rows display their positions in a given year. By focusing on any color-coded asset class, you can see that its position tends to fluctuate randomly from one year to another. This randomness suggests that there is no consistent pattern of performance in any of the asset classes. An asset class that is at the top of a column one year may be at the bottom of the next year’s column. This performance unpredictability further demonstrates the importance of and the need for diversification. Page 16 of 20 Appendix Dimensions of Risk and Return Many prominent academics and investment professionals acknowledge that there are three primary factors that influence portfolio returns: • The “Market” Factor: The percentage invested in equities (stocks) versus fixed income investments (bonds) • The “Size” Factor: The percentage invested in small company versus large company stocks • The “Value” Factor: The percentage invested in value company versus growth company stocks The greater the risk exposure, the greater the expected return. Over time, most investors expect to receive higher returns from stocks than bonds because stocks are riskier. As illustrated below, leading economists believe that small company stocks and value company stocks have greater expected returns because the market rationally discounts their prices to reflect underlying risk. These lower prices provide investors with the potential for higher returns as compensation for bearing this risk. Deciding the extent to which your portfolio will participate in each of the three factors is an integral part of asset class investing. Rather than analyzing individual stocks, investing becomes a matter of deciding the proportion of stocks versus bonds or the extent to which small, large, value and growth stocks should be represented in a portfolio. These asset class strategies will be discussed further in the sections that follow. The risks associated with investing in stocks and overweighting small company and value stocks potentially include increased volatility (up and down movement in the value of your assets) and loss of principal. Page 17 of 20 Appendix Equity and Fixed Income Investing In developing your asset allocation strategy, we begin by determining how much of this portfolio should be invested in equities and how much should be invested in fixed income investments. This combination of stocks and bonds in a portfolio should impact its short-term downside potential. Equities offer the potential for higher long-term investment returns than fixed income investments. Equities are also typically more volatile in their performance. Investors seeking higher rates of return generally increase the proportion of stocks in their portfolio, while also accepting greater variation in results, including occasional declines in value. The addition of bonds to a portfolio is intended to reduce the portfolio’s volatility. However, given the higher historical rates of return in the stock market, it is often difficult for investors to appreciate the importance of fixed income investments in risk reduction. The graph below shows that stocks have historically outperformed bonds, but with substantial volatility over certain periods of time. In comparison, bonds have been significantly less volatile than stocks. Knowing how much short-term volatility is acceptable in exchange for potentially higher returns helps to determine the percentage allocation between fixed income and equity investments in this portfolio. U.S. Market and International Investing Incorporating both international and domestic elements into a portfolio is a means of achieving increased diversification, just as combining different patterns of performance serves to lower the volatility of the overall portfolio. While the U.S. stock market is one of the world’s largest, more than half of the world’s stocks are located outside of the United States. International investments include developed markets with well-established companies and listing standards similar to the U.S., as well as more speculative emerging markets in companies with rapid but volatile economic growth. Page 18 of 20 Appendix Over time, international markets and asset classes within those markets have not always moved in unison with the U.S. market. The graph below shows periods when U.S. stocks have outperformed international stocks and periods when international stocks have outperformed U.S. stocks. Historically, investing a portion of a portfolio in international stocks and bonds has demonstrated the potential to increase returns while reducing volatility. However, investing in international markets also has particular risks, including foreign currency fluctuations, political changes and market factors. Large and Small Company Investing Research and historical data indicate that over a long period, investing in the stocks of smaller, less-established companies has often provided higher returns than investing in the stocks of larger companies. Investing in a cross-section of small companies in the U.S. and major international markets helps to deliver the “size effect” and the added benefit of diversification. Page 19 of 20 Appendix Generally, small listed companies have a market value that falls within the smallest 10% of the market universe. Large company stocks are typically represented by the Standard & Poor’s 500 Index (S&P 500) and include well-established companies with relatively high stock market value. The previous chart displays the years when small company stocks outperformed large company stocks and when large company stocks outperformed small company stocks. Despite historically higher expected returns, there are higher risks associated with less-established companies because such investments may underperform the market for certain periods of time. Historical data indicates that a combination of large and small stocks may increase returns while also reducing risk due to the different movements among the two asset classes. Value and Growth Company Investing Another asset class strategy that may potentially provide higher expected return is the “value” factor. Value companies generally experience slow growth, difficult business conditions, and or declining revenues and profits. In contrast, growth companies are typically well-known companies that experience rapid growth in revenues and profits. Long-term capital appreciation may be achieved through value company investing, as lower priced value stocks have historically outperformed higher-priced growth stocks. Our value strategy targets stocks with high book values in relation to their market values. Historical data suggests that these lower-priced value stocks typically have higher expected returns than higher-priced growth stocks because there are higher risks associated with investing in value stocks. While the stocks of value companies may be likely to outperform the market over the long term, such investments are also likely to underperform the market for certain periods of time. The chart below shows the years when value company stocks outperformed growth company stocks and when growth outperformed value. Page 20 of 20 INTRODUCTION The purpose of this Investment Policy Statement is to establish a clear understanding between the investor SAMPLE CLIENT and the investment advisor Jay D. Ahlbeck, CLU, ChFC as to the investment objectives and policies applicable to the Investor's investment portfolio. This Statement will: • • • • establish reasonable expectations, objectives, and guidelines in the investment of the Portfolio's assets. set forth an investment structure detailing permitted asset classes, normal allocations and permissible ranges of exposure for the Portfolio. encourage effective communication between the Investor and the Advisor. create the framework for a well diversified asset mix that can be expected to generate acceptable long term returns at a level of risk suitable to the Investor. The Statement has been developed from an evaluation of many key factors which impact the Investor's specific situation and investment objectives. This Statement is not a contract. It is intended to be a summary of an investment philosophy that provides guidance for the Investor and the Advisor. THE PORTFOLIO The Portfolio will maintain an active asset allocation strategy. The Portfolio will be invested exclusively in mutual funds. As a result, assets held in the Portfolio will be highly liquid. The Board of Trustees of each mutual fund is ultimately responsible for selecting and monitoring investment managers to advise each fund. Investment managers are selected and monitored on the basis of the following criteria: • • • the manager's specification of and adherence to a clearly articulated and appropriate investment philosophy and process. material changes in the manager's organization and personnel. comparisons of performance results to appropriate indices that take into account asset class and investment style. Each investment manager is responsible for managing the assets of a particular mutual fund in accordance with the stated objectives and policies of that fund as set forth in each prospectus. The Investor should read this information carefully before investing. INVESTMENT OBJECTIVES The portfolio seeks to provide current income exempt from federal taxes, with long-term capital appreciation on an after-tax basis as a secondary goal. GUIDELINES AND POLICIES Time Horizon The portfolio is suitable for investors with a minimum time horizon of five years. Capital values do fluctuate over shorter periods and the Investor should recognize that the possibility of capital loss does exist no matter what the Investor's investment time horizon may be. However, historical asset class return data suggest that the risk of principal loss over a holding period of three years or longer can be minimized with the long-term investment mix employed by the Portfolio. Risk Tolerances and Performance Expectations The Investor recognizes that the objectives of the Portfolio cannot be achieved without incurring a certain amount of principal volatility. The Portfolio is comprised of a 60% allocation to global fixed income securities and a 40% allocation to U.S. and international securites. There is no exposure to emerging markets securities in the Portfolio. The fixed income portion of the Portfolio provides current income exempt from federal taxes and has a moderating effect on the fluctuation of portfolio returns. The Portfolio invests in intermediate-term municipal bonds with maturities ranging between three and ten years. In addition, an allocation to high yield bonds and international fixed income provide additional diversification and the potential for further return enhancement. The U.S equity portion of the Portfolio consists primarily of an actively managed U.S. large cap component. This actively managed large cap allocation will employ tax-management strategies at several levels. No guarantees can be given about future performance and this Statement shall not be construed as offering such guarantee. For illustrative purposes solely, historical results of a portfolio of assets combined in a manner consistent with their normal weightings of the Portfolio for four time periods are provided below and on the following page. Recommended Portfolio: Historical Annual Return Note: The Annualized Return History above are based on historical asset class returns using a variety of market indicators, including among others the following indicators: U.S. stocks – S&P 500 Index; Ibbotson U.S. Small Cap; Developed International stocks – MSCI EAFE Index; Emerging Markets Equity – IFC Investable Index; U.S. Bonds – U.S. Intermediate-Term Government; U.S. Short-Term Government, U.S. Long-Term Government, Lehman 3-10 Year Index, U.S. Long-Term Corporates, Mortgages – NAREIT; International Bonds – Salomon WGBI Index; High Yield Bonds – CSFB High Yield Index; Emerging Markets Debt – J.P. Morgan EMBI+; Fixed Annuities – U.S. Long-Term Corporates; Real Estate – Real Estate Composite; Cash – Ibbotson 30 Day T-Bill. Based on Historical Returns there is a 95% chance of realizing a return that is greater than the 5th percentile return. And, there is a 5% chance of exceeding the 95th percentile return. Individual asset allocation portfolios may perform better or worse than the representative asset class indicated. These performance results do not reflect the deduction of advisory fees. Actual returns will be reduced by advisory fees and any other expenses the account may incur in the management of the account. Advisory fees are described in Part II of the Advisor’s Form ADV. Asset Allocation Academic research suggests that the decision to allocate total account assets among various asset classes will far outweigh security selection and other decisions that impact portfolio performance. After reviewing the long-term performance and risk characteristics of various asset classes and balancing the risks and rewards of market behavior, the following asset classes were selected to achieve the objectives of the Portfolio. To implement the recommended Asset Allocation, the Portfolio will invest in numerous mutual funds which focus on specific segments of each asset class. Item HA0744 HA0715 HA0714 HA0674 HA0561 HA0644 C5967 Split Price Case Qty Split Qty 27.5 12 3 34 6 1 34 6 1 15 12 6 57.5 6 1 63 6 1 16.5 12 2 Rebalancing Procedures From time-to-time, market conditions may cause the Portfolio's investment in various mutual funds to vary from the established allocation. To remain consistent with the asset allocation guidelines established by this Statement, each mutual fund in which the Portfolio invests will be reviewed on a quarterly basis and rebalanced back to the normal weighting if the actual weighting varies by 3% or more from the recommended weighting. DUTIES AND RESPONSIBILITIES Investment Advisor Jay D. Ahlbeck, CLU, ChFC is responsible for assisting the Investor in making an appropriate asset allocation decision based on the particular needs, objectives, and risk profile of the Investor. The Advisor will be available on a regular basis to meet with the Investor and periodically review the Portfolio for suitability based on information provided by the Investor. The Advisor should provide the Investor with the current prospectus for each mutual fund in the Portfolio selected. Investor SAMPLE CLIENT must provide the Advisor with all relevant information on financial condition, net worth, and risk tolerances and must notify the Advisor promptly of any changes to this information. The Investor should read and understand the information contained in the prospectus of each mutual fund in the Portfolio selected. VIDError! Unknown document property name. Validation Report, Version1.0 February 6, 2024 1 Executive Summary This report documents the assessment of the National Information Assurance Partnership (NIAP) validation team of the evaluation of the Apple macOS 13 Ventura general purpose operating system (GPOS). It presents the evaluation results, their justifications, and the conformance results. This Validation Report is not an endorsement of the Target of Evaluation (TOE) by any agency of the U.S. government, and no warranty is either expressed or implied. This VR applies only to the specific version and configuration of the product as evaluated and documented in the Security Target. The evaluation was performed by the Common Criteria Testing Laboratory (CCTL) atsec information security corporation in Austin, TX, United States of America, and was completed in February 2024. The information in this report is largely derived from the Evaluation Technical Report (ETR) and associated test reports, all written by the CCTL, atsec information security corporation. The evaluation determined that the product is both Common Criteria (CC) Part 2 Extended and Part 3 Extended and meets the assurance requirements given in: x PP-Configuration for General Purpose Operating Systems and Bluetooth, Version 1.0, 2021-04-15; (CFG_GPOS-BT_V1.0) o Base PP: Protection Profile for General Purpose Operating Systems. Version 4.2.1, 2019-04-22, (PP_GPOS_V4.2.1) o PP Module: PP-Module for Bluetooth, Version 1.0, 2021-04-15, (MOD_BT_V1.0) The TOE is Apple macOS 13 Ventura. The TOE identified in this Validation Report has been evaluated at a NIAP-approved CCTL using the Common Methodology for IT Security Evaluation (Version 3.1, Rev. 5) (CEM) for conformance to the Common Criteria for IT Security Evaluation (Version 3.1, Rev. 5) (CC) and the Evaluation Activities (EA) of the aforementioned Protection Profiles. This Validation Report applies only to the specific version of the TOE as evaluated. The evaluation has been conducted in accordance with the provisions of the NIAP Common Criteria Evaluation and Validation Scheme (CCEVS) and the conclusions of the testing laboratory in the evaluation technical report are consistent with the evidence provided. The validation team monitored the activities of the evaluation team, reviewed testing activities, provided guidance on technical issues and evaluation processes, and reviewed the individual work units and successive versions of the ETR. The validation team found that the evaluation showed that the product satisfies all the functional requirements and assurance requirements stated in the Security Target [ST]. T a a a a ab a findings are accurate, the conclusions justified, and the conformance results are correct. The conclusions of the testing laboratory in the evaluation technical report are consistent with the evidence produced. The atsec information security corporation CCTL evaluation team concluded that the CC requirements specified by: x PP-Configuration for General Purpose Operating Systems and Bluetooth, Version 1.0, 2021-04-15; (CFG_GPOS-BT_V1.0) 1 VIDError! Unknown document property name. Validation Report, Version1.0 o o February 6, 2024 Base PP: Protection Profile for General Purpose Operating Systems. Version 4.2.1, 2019-04-22, (PP_GPOS_V4.2.1) PP Module: PP-Module for Bluetooth, Version 1.0, 2021-04-15, (MOD_BT_V1.0) have been met. The technical information included in this report was obtained from the Apple macOS 13 Ventura Security Target, Version 1.1, 1/12/2024 2 Identification The CCEVS is a joint National Security Agency (NSA) and National Institute of Standards and Technology (NIST) effort to establish commercial facilities to perform trusted product evaluations. Under this program, security evaluations are conducted by commercial testing laboratories called Common Criteria Testing Laboratories (CCTLs) using the Common Evaluation Methodology (CEM) for Evaluation Assurance in accordance with National Voluntary Laboratory Assessment Program (NVLAP) accreditation. The NIAP Validation Body assigns Validators to monitor the CCTLs to ensure quality and consistency across evaluations. Developers of information technology products desiring a CCTL . Upon successful completion of the evaluation, the product is adde NIAP P Compliant List. The following table provides information needed to completely identify the product, including the following. x The Target of Evaluation (TOE): The fully qualified identifier of the product as evaluated x The ST: Describing the security features, claims, and assurances of the product x The conformance results of the evaluation x The Protection Profile (PP) to which the product is conformant x The organizations and individuals participating in the evaluation Item Identifier Evaluation Scheme United States NIAP Common Criteria Evaluation and Validation Scheme TOE Apple macOS 13 Ventura PP x PP-Configuration for General Purpose Operating Systems and Bluetooth, Version 1.0, 2021-04-15; (CFG_GPOS-BT_V1.0) o Base PP: Protection Profile for General Purpose Operating Systems. Version 4.2.1, 2019-04-22, (PP_GPOS_V4.2.1) 2 VIDError! Unknown document property name. Validation Report, Version1.0 Item ST February 6, 2024 Identifier o PP Module: PP-Module for Bluetooth, Version 1.0, 2021-04-15, (MOD_BT_V1.0) Apple macOS 13 Ventura Security Target [ST], Version 1.1, dated 2024-01-12 ETR Evaluation Technical Report for a Target of Evaluation Apple macOS 13 Ventura, Version 1.1, dated 2024-01-12 CC Version Common Criteria for Information Technology Security Evaluation, Version 3.1, Revision 5 Conformance Result CC Part 2 extended, CC Part 3 extended Sponsor Apple Inc. Developer Apple Inc. CCTL atsec information security corporation, Austin, TX CCEVS Validators Jim Donndelinger Patrick Mallett, Ph.D. Mike Quintos Fernando Guzman 3 Architectural Information Note that the following architectural description is based on the description presented in the ST. The TOE is the Apple macOS 13 Ventura general purpose operating system which is tightly integrated with hardware and runs on Apple iMac, MacBook Air, MacBook Pro, Mac mini, Mac Pro, and Mac Studio computers. The macOS Ventura operating system is a Unix-based graphical operating system. The macOS core is a POSIX compliant operating system built on top of the XNU kernel with standard Unix facilities available from the command line interface. The TOE includes Bluetooth communication both Bluetooth Basic Rate/Enhanced Data Rate (BR/EDR) and Low Energy (LE). A portion of the TOE's Bluetooth functionality is implemented in hardware. The tested version of the TOE is Apple macOS 13.2.1. 3.1 TOE Evaluated Configuration The evaluated configuration consists of the following hardware and software, when configured in accordance with the documentation specified in Section 6. The TOE hardware consists of two : A e c Mac a d I e T2 Mac . T e A e c Mac ea A e c S e aC (S C) a d e I e T2 Mac ea I e ce A e 3 VIDError! Unknown document property name. Validation Report, Version1.0 February 6, 2024 T2 Security Chip. The evaluation covers the following Apple silicon and T2 systems running macOS 13.2.1 operating system as detailed in Table 1. Apple silicon processors start with the letter M and the Intel processors start with either Core or Xeon. Bluetooth is abbreviated as BT. Table 1: Devices Covered by the Evaluation Marketing Name Model # Model Identifier Processor microArch Security Chip BT BT Chip A2780 Mac14,6 M2 Max ARMv8.6-A SEP v2.0 5.3 4388 Mac14,10 M2 Pro ARMv8.6-A SEP v2.0 5.3 4388 Mac14,5 M2 Max ARMv8.6-A SEP v2.0 5.3 4388 Mac14,9 M2 Pro ARMv8.6-A SEP v2.0 5.3 4388 2023 MacBook Pro (16-inch, 2023) MacBook Pro (14-inch, 2023) A2779 Mac mini (M2 Pro, 2023) A2816 Mac14,12 M2 Pro ARMv8.6-A SEP v2.0 5.3 4388 Mac mini (M2, 2023) A2686 Mac14,3 M2 ARMv8.6-A SEP v2.0 5.3 4388 MacBook Pro (13-inch, M2, 2022) A2338 Mac14,7 M2 ARMv8.6-A SEP v2.0 5.0 4378 MacBook Air (M2, 2022) A2861 Mac14,2 M2 ARMv8.6-A SEP v2.0 5.0 4387 Mac Studio A2615 Mac13,2 M1 Ultra ARMv8.5-A SEP v2.0 5.0 4387 A2615 Mac13,1 M1 Max ARMv8.5-A SEP v2.0 5.0 4387 A2485 MacBookPro 18,2 M1 Max ARMv8.5-A SEP v2.0 5.0 4387 MacBookPro 18,1 M1 Pro ARMv8.5-A SEP v2.0 5.0 4387 MacBookPro 18,4 M1 Max ARMv8.5-A SEP v2.0 5.0 4387 MacBookPro 18,3 M1 Pro ARMv8.5-A SEP v2.0 5.0 4387 A2438 iMac21,1 M1 ARMv8.5-A SEP v2.0 5.0 4378 A2439 iMac21,2 M1 ARMv8.5-A SEP v2.0 5.0 4378 2022 2021 MacBook Pro (16-inch, 2021) MacBook Pro (14-inch, 2021) iMac (24-inch, M1, 2021) A2442 4 VIDError! Unknown document property name. Validation Report, Version1.0 February 6, 2024 Marketing Name Model # Model Identifier Processor microArch Security Chip BT BT Chip Mac mini (M1, 2020) A2348 Macmini9,1 M1 ARMv8.5-A SEP v2.0 5.0 4378 MacBook Air (M1, 2020) A2337 MacBookAir 10,1 M1 ARMv8.5-A SEP v2.0 5.0 4378 MacBook Pro (13-inch, M1, 2020) A2338 MacBookPro 17,1 M1 ARMv8.5-A SEP v2.0 5.0 4364 MacBook Air (Retina, 13-inch, 2020) A2179 MacBookAir 9,1 Core i5-1030NG7 Core i7-1060NG7 Ice Lake T2 5.0 4377 MacBook Pro (13-inch, 2020, Four Thunderbolt 3 ports) A2251 MacBookPro 16,2 Core i5-1038NG7 Core i7-1068NG7 Ice Lake T2 5.0 4377 MacBook Pro (13-inch, 2020, Two Thunderbolt 3 ports) A2289 MacBookPro 16,3 Core i5-8257U Core i7-8557U Coffee Lake T2 5.0 4377 iMac (Retina 5K, 27-inch, 2020) A2115 iMac20,1 iMac20,2 Core i5-10500 Core i5-10600 Core i7-10700K Core i9-10910 Comet Lake T2 5.0 4364 MacBook Air (Retina, 13-inch, 2019) A1932 MacBookAir 8,2 Core i5-8210Y Amber Lake T2 4.2 4355 MacBook Pro (13-inch, 2019, Four Thunderbolt 3 ports) A1989 MacBookPro 15,2 Core i5-8279U Core i7-8569U Coffee Lake T2 5.0 4364 MacBook Pro (13-inch, 2019, Two Thunderbolt 3 ports) A2159 MacBookPro 15,4 Core i5-8257U Core i7-8557U Coffee Lake T2 5.0 4377 MacBook Pro (15-inch, 2019) A1990 MacBookPro 15,1 MacBookPro 15,3 Core i7-9750H Core i9-9880H Core i9-9980HK Coffee Lake T2 5.0 4364 MacBook Pro (16-inch, 2019) A2141 MacBookPro 16,1 MacBookPro 16,4 Core i7-9750H Core i9-9880H Core i9-9980HK Coffee Lake T2 5.0 4377 Mac Pro (2019) A1991 MacPro7,1 Xeon W-3223 Xeon W-3235 Xeon W-3245 Xeon W-3265M Xeon W-3275M Cascade Lake T2 5.0 4364 2020 2019 5 VIDError! Unknown document property name. Validation Report, Version1.0 February 6, 2024 Marketing Name Model # Model Identifier Processor microArch Security Chip BT BT Chip Mac Pro (2019 Rack) A2304 MacPro7,1 Xeon W-3223 Xeon W-3235 Xeon W-3245 Xeon W-3265M Xeon W-3275M Cascade Lake T2 5.0 4364 MacBook Air (Retina, 13-inch, 2018) A1932 MacBookAir 8,1 Core i5-8210Y Amber Lake T2 4.2 4355 Mac mini (2018) A1993 Macmini8,1 Core i5-8500B Core i7-8700B Coffee Lake T2 5.0 4364 MacBook Pro (15-inch, 2018) A1990 MacBookPro 15,1 MacBookPro 15,3 Core i7-8750H Core i7-8850H Core i9-8950HK Coffee Lake T2 5.0 4364 MacBook Pro (13-inch, 2018, Four Thunderbolt 3 ports) A1989 MacBookPro 15,2 Core i5-8259U Core i7-8559U Coffee Lake T2 5.0 4364 A1862 iMacPro1,1 Xeon W-2140B Xeon W-2150B Xeon W-2170B Xeon W-2190B Skylake T2 5.0 4364 2018 2017 iMac Pro (2017) 3.2 Physical Scope of the TOE The TOE includes both hardware and software running on the Macs listed in Appendix A.1 Hardware Platforms Covered by this Evaluation of the ST. These Macs are organized into the following two groups: x Apple silicon Macs x I 2 The Apple silicon Macs group represents all systems listed in Appendix A.1 of the Security Target as well as the table above A C ( ). I 2 ystems listed in Appendix A.1 that use an Intel processor with the Apple T2 Security Chip. These groups have implementation differences as indicated in the ST. The TOE also includes the TOE documentation providing information for installing, configuring, and maintaining the evaluated configuration titled: x Apple macOS 13 Ventura Common Criteria Configuration Guide, Version 1.1 6 ADOPTION OF INVESTMENT POLICY STATEMENT I (we) have reviewed, approved and adopted this Investment Policy Statement prepared with the assistance of Jay D. Ahlbeck, CLU, ChFC. SAMPLE CLIENT Date Jay D. Ahlbeck, CLU, ChFC JDA & Associates Date