Client Direct Series Account Application

NextGen College Investing Plan Client Direct Series Account Application SECTION 1 Information About You: The Participant (Account Owner) For Merrill Lynch Office Use Only Date Opened WELCOME! If you need help, please call Merrill Edge at: (877) 4-NEXTGEN (463-9843) Please ensure all fields are complete as applicable to avoid any delays in processing your application. Last Name, First Name, MI (or Name of UGMA/UTMA Custodian or other entity) Street Address (No P.O. Boxes) City State Zip Before you start, have social security numbers (SSN) or taxpayer you and your future student. The account owner must be at least 18 years of age and have a valid SSN or TIN. There may be only one account owner named for each account - no joint ownership. Trusts, 501(c)(3) tax-exempt organizations or certain other entities may also open NextGen accounts but need to also complete the NextGen Entity Booklet. Request the booklet from Merrill Edge at (877) 4-NEXTGEN (463-9843) or download from account servicing forms at www.nextgenforme.com. City State Zip Are you a U.S. citizen? Yes No (If no, complete section 3) Daytime Telephone E-mail Single Married Date of Birth (mm/dd/yyyy) Evening Telephone Have you or any of your immediate family ever been elected, appointed, or assumed any political position in a National, State, or Provincial Government? Yes No If Yes, please complete the following: Name of the Person holding the Political Position Relationship to Participant Position Held Start and End Date Country of Position Do you, the participant, have access to government funds or control over the awarding of government licenses or contracts? Yes No How do I calculate investable assets? Your investable assets consist of your household's liquid assets (cash or cash equivalents), securities (stocks, mutual funds, bonds, options, etc.), and retirement plan assets (401k, 403b, pension, etc.). Estimated Household Net Worth: What you own MINUS What you owe (cash, bank or (credit card retirement balances, student accounts, property or auto loans, not not including what you owe on primary primary residence, etc.) residence, etc.) Employment Status Employed/Not business owner Business owner Not employed Homemaker Student Retired Employer Name (if retired, most recent employer name) Employer Address Employer Telephone Title/Position Industry Retirement Date (if retired) Annual Household Income (Check one box only) $0 to $24,999 $25,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 Other - Enter Amount: Investable Assets (Check one box only) $0 to $24,999 $25,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 Other - Enter Amount: Estimated Household Net Worth (Check one box only) $0 to $24,999 $25,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 Other - Enter Amount:

SECTION 1 continued If you are employed by Merrill Lynch or Bank of America and its affiliates, you must open your account through a Merrill Lynch branch or online at www.merrilledge.com. Source of Income (Please ensure you check one box) Employment Income Household/Family income Inheritance/Trust Retirement Income Social Security Unemployment Income Other - if source of income is Other, please explain SECTION 2 Information About the Designated Beneficiary: Student (continued) Source of Wealth (Please ensure you check one box) Business Earnings Sale of Business or Property Salary (Employee) Personal Savings Insurance Benefits Inheritance Gambling/Lottery Winnings Family Gifts Securities Investing Retirement Benefits (401k, Pensions, Rollovers, etc.) Court Awards/Legal Settlements Alimony Benefits Disability Benefits Government Benefits Charitable Contributions Other - if source of wealth is Other, please explain Check here if you are employed by Merrill Lynch, Bank of America and its affiliates, a Broker Dealer, Self-Regulatory Organization, or another Financial Institution. If yes, employer name: Check here if you are a director, 10% shareholder or someone who has the ability to control corporate action or policy of a public company. If yes, stock symbol: The is the student for whom the NextGen account is being individual with a valid social security or taxpayer identification number, regardless of age, including the account owner. Please ensure all fields are complete as applicable to avoid any delays in processing your application. Last Name, First Name, MI Check if street address is same as account owner, otherwise enter below: Street Address (No P.O. Boxes) City State Zip Is the beneficiary a U.S. citizen? Yes No (If no, complete section 3) Social Security or Tax Identification Number Date of Birth (mm/dd/yyyy) Employment Status Employed/Not business owner Business owner Not employed Homemaker Student Retired Employer Name (if retired, former employer name) Employer Address Employer Telephone Title/Position Industry Retirement Date (if retired) Check here if the beneficiary is employed by Merrill Lynch, Bank of America and its affiliates, a Broker Dealer, Self-Regulatory Organization, or another Financial Institution. If yes, employer name: Check here if the beneficiary is a director, 10% shareholder or someone who has the ability to control corporate action or policy of a public company. If yes, stock symbol: Has this person or any of their immediate family ever been elected, appointed, or assumed any political position in a National, State, or Provincial Government? Yes No If Yes, please complete the following: Name of the Person holding the Political Position Relationship to Beneficiary Position Held Start and End Date Country of Position Does the beneficiary have access to government funds or control over the awarding of government licenses or contracts? Yes No

SECTION 3 Resident Alien or Non-US Citizen Information: You must complete this section if the account owner or the account beneficiary is a permanent resident only. Please note: Participants must reside in the United States in order to open an account. If the account owner or the account beneficiary is a permanent resident of the United States, you must provide a copy of the individual's Permanent Resident Card (Green Card) and passport (Cover, Photo, and information page). Account Owner Beneficiary Country of Citizenship SECTION 4 Account Owner Investment Information Passport/ID Number Country of Issue Date of Issue Expiration Date / / (mm/dd/yyyy) / / (mm/dd/yyyy) / / (mm/dd/yyyy) / / (mm/dd/yyyy) SECTION 5 Choice of Investment Portfolios IMPORTANT: An application for an account eligible to be linked to the Harold Alfond College Challenge Grant will be accepted without an investment option selected; however, by signing in Section 9, you agree that if your account is eligible and you have not chosen an investment option, any contributions to the account will be allocated 100% to and invested in the appropriate ishares Age-Based Portfolio, unless and until you direct differently in accordance with the NextGen procedures for making investment changes. See Alfond Grant terms and conditions at www.nextgenforme.com for more information. All Other Applicants: You must select an investment option for all contributions made to this account. For more information, see the NextGen College Investing Plan Client Direct Series Program Description or contact Merrill Edge at (877) 4-NEXTGEN (463-9843). You can change your existing investments twice per calendar year or when you can instruct that new money be invested You must answer all of the following: What trading experience have you had? (check one): None Margin Cash Other investment products you have experience with (check all that apply): None Bonds Options Cash Equities Aggressive Mutual Funds Futures Other Year you began investing: Select your investment option(s) by writing in a percentage amount next to the Portfolio(s) where you want account contributions invested. An Age-Based Portfolio changes over time as the beneficiary ages. For younger beneficiaries, the portfolio invests more aggressively. As the beneficiary nears college age, the investments gradually become more conservative. BlackRock Age-Based Portfolios ishares Age-Based Portfolios % % Diversified Portfolios contain more than one mutual or exchange traded fund and are designed to address different risk tolerances and time horizons. BlackRock 100% Equity Portfolio % BlackRock Balanced Portfolio % BlackRock Fixed Income Portfolio % ishares Diversified Equity Portfolio % ishares Diversified Fixed Income Portfolio % The Single Fund Portfolios invest in only one fund. BlackRock Equity Index Portfolio % ishares Balanced Portfolio % Stable Principal Portfolios strive to retain principal. Principal Plus Portfolio % NextGen Savings Portfolio* % *See important information about this Portfolio on the last page. (All percentages must be whole numbers) Total of all selections must equal 100% 100% State/Local Government or 501(c)(3) Organizations Only: If you choose an Age-Based Portfolio(s), please select a specific portfolio within the Age-Based Portfolio option(s). See the NextGen College Investing Plan Program Description. Portfolio selected:

SECTION 6 Initial Contribution Into Your Account SECTION 7 Automated Funding (Optional) You can make regular contributions to your NextGen account by enrolling in the Automated Funding Service. Automated contributions must be at least $25 monthly. Participants electing to have contributions invested in more than one Portfolio must allocate a minimum of $25 per Portfolio. If you do not choose to set up automatic contributions now, you can always set them up later with the NextGen Automated Funding Service Form, which can be downloaded at www.nextgenforme.com. An initial contribution of at least $25 is required to open the NextGen account, unless you choose one of the options below. Make your check payable to NextGen FBO [name of beneficiary]. If you are submitting multiple Account Applications, you must write a separate check for each. Enter initial contribution check amount: $ Check here if you intend to fund your account through automatic contributions from payroll deduction or a bank account. You must complete Section 7 of this Application. Check here if the account beneficiary is eligible for the Alfond Grant and you are not choosing another funding option. If eligible, no initial contribution is required although you may choose an initial funding option. Check here if you are planning to transfer assets from an existing UGMA/UTMA account into this NextGen account. Circle which type: UGMA / UTMA State of governance for this account: Bank Account (Indicate the type of account for automated funding) Checking: You must tape a voided check with your name and address pre-printed to this section of the application. Savings: institution s ABA routing/transit number and your SSN/TIN. AFS from a Bank of America checking or savings account (a voided check is not required). Account Number ABA Routing Number If the ABA Routing Number is not available, please indicate the state in which your account was opened. A valid ABA routing number will be required if the account was opened in the following states as these states can have multiple routing numbers: CA, FL, IL, IN, MI, MO and TX. How often do you wish to make contributions (choose one): Monthly ($25 minimum) Quarterly ($75 minimum) You must enter the dollar amount of automated contributions: $ Semi-annually ($150 minimum) Annually ($300 minimum) Begin contributions (mm/dd/yyyy) / / If the checking or savings account is owned by someone other than the Participant listed in Section 1 of this application, you must complete the Automated Funding Service Form, which can be downloaded at www.nextgenforme.com. ATTACH VOIDED CHECK HERE You may allocate payroll deduction direct deposits to more than one NextGen account. The Program Manager will mail the account owner an Authorization for Payroll Deduction Form. Provide that form to your employer to initiate the payroll direct deposit. Payroll Deduction NextGen Account Number (not required if you are establishing a new account) Percentage of deduction to be allocated to each account (full % only)

SECTION 8 Account Servicing Naming a Successor Participant. Whomever you name as the successor account owner is eligible to become the account owner of this NextGen account with all rights and privileges in the event of your death or mental disability. Successor must be 18 years or older. Refer to the NextGen College Investing Plan Client Direct Series Program Description for details. Duplicate Statements. The party named to receive duplicate NextGen account statements is not authorized to access your account information. The party cannot initiate, approve or authorize any transactions or changes on the account. NAME A SUCCESSOR PARTICIPANT (Optional). I wish to name the following successor account owner in the event of my death or mental disability: Last Name, First Name, MI Social Security or Tax Identification Number SEND DUPLICATE STATEMENTS TO A THIRD PARTY (Optional). I wish to have duplicate statements sent to: 1 Last Name, First Name, MI Street Address 2 City State Zip Last Name, First Name, MI Street Address City State Zip SECTION 9 Important Disclosures and Signature If NextGen is not your home state s Section 529 college savings plan, you should be aware of the following: Depending upon the laws of your home state or your beneficiary s home state, favorable state tax treatment or other state benefits such as financial aid, scholarship funds, and protection from creditors may only be available for investments in such state s Section 529 plan. You can use the State Tax Calculator available at www.merrilledge.com/college-savings/529 to see, in particular, if your state s Section 529 plan may offer you tax advantages. Any state-based benefits offered with respect to a particular Section 529 college savings plan should be one of many appropriately weighted factors to be considered in making an investment decision. You should consult with your tax or other advisors to learn more about how state-based benefits (including any limitations) would apply to your specific circumstances and you also may wish to contact your home state or any other Section 529 college savings plan to learn more about the features, benefits and limitations of that state s Section 529 college savings plan. Any information presented by Merrill Lynch or its Financial Advisors or any Maine Distribution Agents or FAME about tax considerations affecting your financial transactions or arrangements is not intended as tax advice and cannot be relied upon for the purpose of avoiding any tax penalties. Merrill Lynch and its Financial Advisors or any Maine Distribution Agents and FAME do not provide tax, accounting or legal advice. You should review any planned financial transactions or arrangements that may have tax, accounting or legal implications with your personal professional advisors. This application must be signed by the account owner before the NextGen account can be opened. By signing this NextGen Account Application, I apply for the NextGen College Investing Plan account and consent and agree to all the terms and conditions of the NextGen College Investing Plan Participation Agreement (the Participation Agreement ) which is incorporated herein by reference. I have read both the Participation Agreement and the NextGen College Investing Plan Program Description and will keep a copy of each for my records. I further acknowledge and agree that the Participation Agreement will govern all aspects of my NextGen account, including all contributions to my NextGen account. Transfers from a Uniform Gift/Transfer to Minors Act (UGMA/UTMA) Custodial Account: If I am funding this NextGen account with proceeds from the sale of assets held in a custodial account that was established under the Uniform Gift/Transfer to Minors Act (UGMA/UTMA) for the benefit of the Designated Beneficiary indicated in Section 2 of this account application: I have read the NextGen College Investing Plan Client Direct Series Program Description and understand that I will be considered the owner of the Nextgen account as UGMA/UTMA custodian for the named Designated Beneficiary. I understand that this means that I will not be able to change the Designated Beneficiary of this NextGen account. I also understand that accounts maintained by an UGMA/UTMA custodian are subject to the additional restrictions imposed by the relevant UGMA/UTMA statute, and such custodian may wish to consult a tax advisor and/or legal counsel regarding such restrictions and their consequences for transfers or withdrawals from an account. Neither FAME nor the Program Manager will take any responsibility for, or be liable for any consequences related to, an UGMA/UTMA custodian s proper or improper use, transfer, failure to transfer, or characterization of custodial funds. I understand these same restrictions will apply to other contributions I make to this NextGen Account, regardless of the source of the funds.

SECTION 9 continued I ALSO ACKNOWLEDGE THAT: (1) I AM IN RECEIPT OF A COPY OF THE NEXTGEN COLLEGE INVESTING PLAN CLIENT DIRECT SERIES PROGRAM DESCRIPTION AND PARTICIPATION AGREEMENT AND ANY SUPPLEMENTS THERETO AND (2) IN ACCORDANCE WITH THE PROGRAM DESCRIPTION AND PARTICIPATION AGREEMENT, I AM AGREEING IN ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH MAY ARISE WITH THE PROGRAM MANAGER. Please sign and date. Please note, the NextGen Account Application must arrive for processing within 90 days of the signature date. Client Signature Please use the following mailing or fax instructions to avoid delays in processing: By Standard Mail: Merrill Edge New Accounts MSC NJ2-140-02-15 P.O. Box 1501 Pennington, NJ 08534 By Express Delivery: Merrill Edge New Accounts MSC NJ2-140-02-15 1400 American Boulevard Pennington, NJ 08534 / / Date (mm/dd/yyyy) By Fax: Merrill Edge/New Accounts 1.866.356.7937 For Merrill Lynch Use Only: / / Principal Signature Principal Date (mm/dd/yyyy) * NextGen Savings Portfolio: Capitalized terms used in this paragraph are defined in the NextGen College Investing Plan Client Direct Series Program Description. The portion of the underlying deposits in the Bank Deposit Account that is attributable to the Units held by a Participant in the NextGen Savings Portfolio is (a) eligible for FDIC insurance coverage of up to $250,000 per Participant (calculated on a basis which aggregates that portion of the underlying deposits attributable to the Units held by the Participant in the NextGen Savings Portfolio with all FDIC-insured assets held by the Participant at the Bank) and (b) for purposes of FDIC insurance coverage only, considered to be held in the same ownership capacity as a Participant s other single ownership accounts held at the Bank. However, Units of the NextGen Savings Portfolio are not insured or guaranteed by the FDIC or any other agency of state or federal government, FAME, the Bank or the Program Manager, nor does a Participant have a direct beneficial interest or the rights of an owner in the underlying deposits in the Bank Deposit Account. Participants are responsible for monitoring the aggregated value of the portion of the underlying deposits of the NextGen Savings Portfolio attributable to the Units of such Portfolio held by a Participant plus their other deposits held directly with the Bank, for purposes of the $250,000 FDIC insurance coverage limit. Deposits held in different ownership capacities, as provided in the FDIC rules, are insured separately. UGMA/UTMA Accounts are generally treated as assets of the Designated Beneficiary, and other types of trust Accounts may be treated as assets of the trustee, for purposes of the FDIC limit. Custodians of UGMA/UTMA Accounts and trustees of trust Accounts should consider how these assets will be treated for purposes of the FDIC limit. For more information, please visit www.fdic.gov. Information within this application may be used to verify investor identity in compliance with requirements under the USA PATRIOT Act. NextGen accounts will not be established, orders will not be executed, and your check, if any, will be returned if your application is not complete. Identification information is subject to verification in accordance with established procedures. The securities and cash held in your account are protected by the Securities Investor Protection Corporation (SIPC) for up to $500,000 (inclusive of up to a maximum of $250,000 cash). In addition, Merrill Lynch has obtained excess-sipc coverage from Lloyd s of London. The Lloyd s policy provides further protection for each customer (including up to $1.9 million for cash), subject to an aggregate loss limit of $1 billion for all customer claims. Neither SIPC protection nor the additional excess-sipc coverage applies to deposits made through a bank deposit program of to other assets that are not securities. Each account help by a separate customer (as defined by applicable law) is treated separately for purposes of the above protection. You may obtain further information about SIPC, including the SIPC Brochure, via SIPC s website at http://www.sipc.org or by calling SIPC at (202) 371-8300. Neither the SIPC nor the excess-sipc protection protects from losses caused by market action. Merrill Lynch is the marketing name for Merrill Lynch Wealth Management and Merrill Edge, both of which are made available through Merrill Lynch, Pierce, Fenner & Smith Incorporated ( MLPF&S ). Merrill Edge is available through MLPF&S, and consists of Merrill Edge Advisory Center (investment guidance) and self-directed online investing. Merrill Lynch makes available products and services Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value MLPF&S is a registered broker-dealer, Member SIPC and a wholly owned subsidiary of BAC. red by MLPF&S and other subsidiaries of Bank of America Corporation ( BAC ). Merrill Lynch, Pierce, Fenner & Smith Incorporated, Program Manager Merrill Lynch, Merrill Edge Advisory Center, Merrill Edge and the Bull Symbol are trademarks of Bank of America Corporation 2017 Finance Authority of Maine. Printed in the U.S.A. Program Administrator NextGen and the NextGen College Investing Plan are registered trademarks of the Finance Authority of Maine. Code 206107PM-EDIT-1017

Supplement Dated April 24, 2018 To The NextGen College Investing Plan Client Direct Series Program Description And Participation Agreement Dated October 30, 2017, As Supplemented March 12, 2018 The information in this Supplement amends and, to the extent it is different, supersedes information contained in the NextGen College Investing Plan Client Direct Series Program Description and Participation Agreement dated October 30, 2017, as supplemented March 12, 2018 (the Program Description ). Before you invest, please read this Supplement and the Program Description carefully. Please keep them for future reference. Capitalized terms used without definition in this Supplement have the meanings set forth in the Program Description. TAX TREATMENT OF INVESTMENTS AND WITHDRAWALS TAXATION BY MAINE On page 32 of the Program Description the information set forth under Tax Treatment of Investments and Withdrawals Taxation by Maine is deleted and replaced with the following: Under Maine law, the assets of the Program Fund, all Program earnings and income from operations are exempt from all taxation by the State of Maine or any of its political subdivisions. Maine law also provides that a deposit to any Account, transfer of that Account to a Successor Participant, designation of a successor Designated Beneficiary of that Account, credit of Program earnings to that Account or distribution from that Account used for the purposes of paying Qualified Higher Education Expenses of the Designated Beneficiary of that Account at an Eligible Institution of Higher Education does not subject that Participant, the estate of that Participant or any Designated Beneficiary to any Maine income or estate tax liability. Maine law further provides, however, that, in the event of cancellation or termination of a Participation Agreement and distribution of funds to the Participant, the increase in value over the amount deposited in the Account by the Participant may be taxable to that Participant in the year distributed. Maine state income tax provisions generally follow the federal income tax treatment of withdrawals from an Account. Earnings from the investment of Contributions to an Account will not be included in computing Maine taxable income, if at all, until funds are withdrawn in whole or in part from the Account. A Qualified Withdrawal that is used to pay Qualified Higher Education Expenses of the Designated Beneficiary at an Eligible Institution of Higher Education will not be included in taxable income and will not be subject to Maine income tax. A rollover to another Section 529 Program account that is not taxable for federal income tax purposes will not be subject to Maine income tax. The earnings portion of a Non-Qualified Withdrawal will be included in taxable income and will be subject to Maine income tax. However, as a result of recent federal legislation that allows a Qualified Withdrawal to be used for certain amounts of tuition at elementary and secondary schools and that also permits rollovers to Section 529A ABLE Program accounts, certain withdrawals and rollovers that are federal tax free pursuant to this new legislation may not be free from Maine tax and the earnings portion of such a withdrawal or rollover could be treated as Maine taxable income and subject to Maine income tax. Legislation has been submitted in the Maine legislature which would, among other things, conform Maine income tax treatment to the federal tax treatment of withdrawals for elementary and secondary school tuition and rollovers to Section 529A ABLE Program accounts. As of the date this Supplement was prepared, no such legislation had become effective, nor is it known whether such legislation will become effective or what the final terms of such legislation will be. It is also not clear whether such legislation will address or be consistent with other provisions of Maine law regarding, specifically, tax treatment of withdrawals for Qualified Higher Education Expenses. If and when any legislation becomes effective, notice will be posted on the Program s website, www.nextgenforme.com, followed by updated information in the next publication of the Program Description. Maine taxpayers should consult a tax advisor regarding the application of Maine law to withdrawals for elementary and secondary school tuition and rollovers to Section 529A ABLE Program accounts. 1 of 2

Merrill Lynch is the marketing name for Merrill Lynch Wealth Management and Merrill Edge, both of which are made available through Merrill Lynch, Pierce, Fenner & Smith Incorporated ( MLPF&S ). Merrill Edge is the marketing name for two businesses: Merrill Edge Advisory Center, which offers team-based advice and guidance brokerage services; and a self-directed online investing platform. Merrill Lynch makes available products and services offered by MLPF&S and other subsidiaries of Bank of America Corporation ( BofA Corp ). Section 529 Qualified Tuition Programs are intended to be used only to save for qualified higher education expenses. None of the Finance Authority of Maine, the Treasurer of the State of Maine, Bank of America, Merrill Lynch, any Sub-Advisor, or any Maine Distribution Agent, nor any of the affiliates provide legal, tax or accounting advice. You should consult your own legal and/or tax advisors before making any financial decisions. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value MLPF&S is a registered broker-dealer, Member SIPC and a wholly owned subsidiary of BofA Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Program Manager 2 of 2 Program Administrator NextGen and NextGen College Investing Plan are registered trademarks of the Finance Authority of Maine. 2018 Finance Authority of Maine. Printed in the U.S.A. Code: PD-DIRECT-SUP2-0418

Supplement Dated March 12, 2018 To The Nextgen College Investing Plan Client Direct Series Program Description And Participation Agreement Dated October 30, 2017 The information in this Supplement amends and, to the extent it is different, supersedes information contained in the NextGen College Investing Plan Client Direct Series Program Description and Participation Agreement dated October 30, 2017 (the Program Description ). Before you invest, please read this Supplement and the Program Description carefully. Please keep them for future reference. Capitalized terms used without definition in this Supplement have the meanings set forth in the Program Description. CHANGE TO MAXIMUM CONTRIBUTION LIMIT Effective January 1, 2018, the maximum Contribution limit increased from $425,000 to $475,000. CHANGE TO FEDERAL ANNUAL GIFT TAX EXCLUSION AMOUNT Effective January 1, 2018, the exclusion from federal gift tax on Contributions was increased to $15,000 per year ($30,000 for spouses electing to split gifts) or $75,000 over 5 years ($150,000 for spouses electing to split gifts). TREATMENT OF ELEMENTARY AND SECONDARY EDUCATION TUITION COSTS Effective January 1, 2018, distributions for tuition in connection with enrollment or attendance at an elementary or secondary public, private, or religious school are federal income tax free up to a maximum of $10,000 of distributions for such tuition expenses per taxable year per Designated Beneficiary from all Section 529 Programs. CHANGES TO OUTGOING ROLLOVERS Effective December 23, 2017, you may rollover amounts in an Account to a Section 529A Qualified ABLE Program ( ABLE ) for the same Designated Beneficiary, or a Member of the Family thereof, federal income tax-free, subject to applicable ABLE contribution limits. Distributions from an Account in connection with any such rollover must occur before January 1, 2026. PROGRAM DESCRIPTION REVISIONS All changes to the Program Description set forth below are effective immediately. Page 7 Table of Contents. Under Participation and Accounts, Qualifying Rollovers to other Section 529 Programs is changed to Qualifying Rollovers. Page 8 Program Highlights. The first sentence of the first paragraph is deleted and replaced with the following: The NextGen College Investing Plan was established by the State of Maine. Program Highlights. The sentence in the row for Maximum Contribution Limit is deleted and replaced with the following: $475,000 per Designated Beneficiary (adjusted periodically). Program Highlights. The sentence in the row for Qualified Withdrawals is deleted and replaced with the following: Assets in an Account that are used to pay for Qualified Higher Education Expenses. Page 9 Program Highlights. The third bullet in the row for Federal Tax Treatment is deleted and replaced with the following: No federal gift tax on Contributions up to $15,000 per year ($30,000 for spouses electing to split gifts) or $75,000 over 5 years ($150,000 for spouses electing to split gifts) subject to certain limitations. 1 of 5

Page 11 Key Terms. The following is added as the second sentence to the definition of Qualified Higher Education Expenses: Except where otherwise noted, any reference to Qualified Higher Education Expenses also includes a reference to tuition in connection with enrollment or attendance at an elementary or secondary public, private, or religious school up to a maximum of $10,000 of distributions for such tuition expenses per taxable year per Designated Beneficiary from all Section 529 Programs. Page 16 Participation and Accounts Contributions. The first sentence under Maximum Contribution is deleted and replaced with the following: Currently, Contributions will be permitted if they do not cause the aggregate balance of all Accounts in the Program for the same Designated Beneficiary (regardless of Participant) to exceed $475,000. Pages 16-17 Participation and Accounts Ownership of Contributions. The second to last sentence of the first paragraph is deleted and replaced with the following: Award designations under the Maine Matching Grant Program or the Harold Alfond College Challenge Grant are not owned by the Participant, may only be used to pay the Qualified Higher Education Expenses of the Designated Beneficiary at an Eligible Institution of Higher Education and are not treated as awarded until distributed to pay such expenses. Award designations may not be used to pay expenses at any school other than an Eligible Institution of Higher Education. Page 19 Participation and Accounts Withdrawals. The following is added as the third paragraph under In General: When a Participant requests a withdrawal, the Participant may request that the proceeds be delivered to the Participant, the Designated Beneficiary, or an Eligible Institution of Higher Education on behalf of the Designated Beneficiary. At this time, a Participant may not request that the proceeds be delivered to any elementary or secondary school. As discussed further below, the Participant is responsible for determining the tax treatment of any withdrawal from the Program. Page 20 Participation and Accounts Withdrawals. Under Tax Reporting, the first paragraph is deleted and replaced with the following: For purposes of determining whether a withdrawal is federally taxable and/or subject to the 10% additional federal tax on earnings, the Participant must determine whether the withdrawal is made for the payment of Qualified Higher Education Expenses and/or fits within certain exceptions as discussed below. Page 21 Participation and Accounts Qualified Withdrawals. The following is added as the third sub-section under Qualified Withdrawals: Tuition Expenses for Elementary and Secondary Schools Except where otherwise noted, any reference to Qualified Higher Education Expenses also includes a reference to tuition in connection with enrollment or attendance at an elementary or secondary public, private, or religious school, up to a maximum of $10,000 of distributions for such tuition expenses per taxable year per Designated Beneficiary from all Section 529 Programs. Page 22 Participation and Accounts Qualifying Rollovers to Other Section 529 Programs. The title of this section is deleted and replaced with Qualifying Rollovers to Section 529A and Other Section 529 Programs. The following is added as the second paragraph under Qualifying Rollovers to Section 529A and Other Section 529 Programs: A Participant may also rollover amounts under an Account to a Section 529A Qualified ABLE Program ( ABLE ) for the same Designated Beneficiary, or a Member of the Family thereof, federal income tax-free, subject to applicable ABLE contribution limits. Distributions from an Account in connection with any such rollover must occur before January 1, 2026. Page 23 The NextGen Portfolios Investment Options. Under Age-Based Diversified Portfolios, the first sentence is deleted and replaced with the following: The Age-Based Diversified Portfolios are invested in a manner that seeks to balance risk and expected returns of the Underlying Funds with the time periods remaining until a typical Designated Beneficiary is expected to enter an Eligible Institution of Higher Education. 2 of 5

Page 31 Tax Treatment of Investments and Withdrawals Federal Taxation of Section 529 Programs. The heading of the paragraph entitled Rollovers between Section 529 Programs is changed to Qualifying Rollovers. The following is added as the second paragraph under Qualifying Rollovers: A Participant may also rollover amounts under an Account to a Section 529A Qualified ABLE Program ( ABLE ) for the same Designated Beneficiary, or a Member of the Family thereof, federal income tax-free, subject to applicable ABLE contribution limits. Distributions from an Account in connection with any such rollover must occur before January 1, 2026. Tax Treatment of Investments and Withdrawals Federal Taxation of Section 529 Programs. The first sentence of the first paragraph under Federal Gift, Estate and Generation-Skipping Transfer Taxes is deleted and replaced with the following: Contributions (other than most rollover contributions) to a Section 529 Program are generally considered completed gifts to the Designated Beneficiary for federal gift, estate and generation-skipping transfer ( GST ) tax purposes and are thus eligible for the annual gift and GST tax exclusion, which is currently $15,000 per recipient per year (or $30,000 per recipient per year, in the case of a married couple electing to split gifts on a duly filed gift tax return). Tax Treatment of Investments and Withdrawals Federal Taxation of Section 529 Programs. The first four sentences of the second paragraph under Federal Gift, Estate and Generation-Skipping Transfer Taxes are deleted and replaced with the following: In general, contributions (other than rollover contributions) to a Section 529 Program are completed gifts in the year of contribution that qualify for the gift tax annual exclusion and GST tax exclusion, currently $15,000 per year per Designated Beneficiary, available under the Code. However, if a contribution in a single year is greater than $15,000, the contributor may elect to prorate the contribution against the annual exclusion ratably over a five year period. Thus, a contributor who makes a $75,000 ($150,000 in the case of a married couple electing to split gifts on a duly filed gift tax return) contribution in a year, makes the election and makes no other gifts to the Designated Beneficiary during that calendar year or the next four calendar years would not incur a gift or GST tax as a result of the contribution. Any excess over the $75,000 (or $150,000, as the case may be) would be treated as a taxable gift in the calendar year of the contribution. Tax Treatment of Investments and Withdrawals Federal Taxation of Section 529 Programs. The second sentence of the third paragraph under Federal Gift, Estate and Generation-Skipping Transfer Taxes is deleted and replaced with the following: If the annual exclusion is increased during the five-year period after an election is made, an additional contribution can be made in any one or more of the remaining years without gift or GST tax consequences up to the difference between the adjusted exclusion amount and the pro-rated amount of the original contribution attributed to such year. Page 32 Tax Treatment of Investments and Withdrawals Taxation by Maine. This section is deleted and replaced with the following: Under Maine law, the assets of the Program Fund, all Program earnings and income from operations are exempt from all taxation by the State of Maine or any of its political subdivisions. Maine law also provides that a deposit to any Account, transfer of that Account to a Successor Participant, designation of a successor Designated Beneficiary of that Account, credit of Program earnings to that Account or distribution from that Account used for the purposes of paying Qualified Higher Education Expenses of the Designated Beneficiary of that Account at an Eligible Institution of Higher Education does not subject that Participant, the estate of that Participant or any Designated Beneficiary to any Maine income or estate tax liability. Maine law further provides, however, that, in the event of cancellation or termination of a Participation Agreement and distribution of funds to the Participant, the increase in value over the amount deposited in the Account by the Participant may be taxable to that Participant in the year distributed. Maine state income tax provisions generally follow the federal income tax treatment of withdrawals from an Account. Earnings from the investment of Contributions to an Account will not be included in computing Maine taxable income, if at all, until funds are withdrawn in whole or in part from the Account. A Qualified Withdrawal will not be included in taxable income and will not be subject to Maine income tax. However, as a result of provisions of Maine law that may conflict as a result of federal legislation that expanded qualified withdrawals to tuition for elementary and secondary schools, it is possible that the earnings portion of a Qualified Withdrawal for elementary or secondary school tuition could be treated as Maine taxable income and subject to Maine income tax. A rollover to another Section 529 Program or Section 529A ABLE Program account that is not taxable for federal income tax purposes will also not be subject to Maine income tax. The earnings portion of a Non-Qualified Withdrawal will be included in taxable income and will be subject to Maine income tax. If the earnings portion of a withdrawal for elementary or secondary school tuition is not considered a Qualified Withdrawal for purposes of Maine tax treatment, it may be treated as a Non-Qualified Withdrawal, included in Maine taxable income and subject to Maine income tax. Consideration is being given in Maine to legislation to clarify the tax treatment of withdrawals for elementary and secondary school tuition. As of final draft of this Supplement to the Program Description, no such legislation had been formally submitted, although it is possible that legislation could be submitted, or even effective, by the date of this Supplement to the Program Description. If legislation is submitted, it is unknown if or when it would become effective, or what any final terms would be. If and when any such legislation becomes effective, 3 of 5

notice will be posted on the Program s website, www.nextgenforme.com, followed by updated information in the next publication of the Program Description. Maine taxpayers should consult a tax advisor regarding the application of Maine law to withdrawals for elementary and secondary school tuition. Page 33 Tax Treatment of Investments and Withdrawals Tax Reports and Filings. The third sentence of the sole paragraph is deleted and replaced with the following: By January 31 of the year following the distribution, the Participant (or Designated Beneficiary, in the case of distributions made directly to the Designated Beneficiary or to an Eligible Institution of Higher Education for the benefit of the Designated Beneficiary) will receive a copy of such Form 1099-Q or an acceptable substitute statement. Page 34 Program and Portfolio Risks and Other Considerations. Under Effect of Investment Strategy and Inflation on Qualified Higher Education Expenses, the first sentence of the second paragraph is deleted and replaced with the following: The investment strategy of the Age-Based Diversified Portfolio investment options seeks to balance risk and expected returns of the Portfolio Investments with the time periods remaining until a typical Designated Beneficiary is expected to enter an Eligible Institution of Higher Education. Page 41 The Program and the Program Fund Special Benefits Available to Maine Residents. Under Maine Matching Grant Program, the third sentence is deleted and replaced with the following: Although allocated to a particular Account, matching grants remain the property of FAME until withdrawn for Qualified Higher Education Expenses for a Designated Beneficiary at an Eligible Institution of Higher Education, and are invested at the discretion of FAME. The Program and the Program Fund Special Benefits Available to Maine Residents. Under Harold Alfond College Challenge Grant, the first sentenced is deleted and replaced with the following: Accounts for eligible Designated Beneficiaries may be linked to a grant funded by the Alfond Scholarship Foundation for Qualified Higher Education Expenses at an Eligible Institution of Higher Education. Page 76 Participation Agreement Section 8(d). The first sentence is deleted and replaced with the following: YOU UNDERSTAND THAT THE VALUE OF YOUR ACCOUNT MAY INCREASE OR DECREASE, BASED ON THE INVESTMENT PERFORMANCE OF THE PORTFOLIO(S) TO WHICH CONTRIBUTIONS TO YOUR ACCOUNT HAVE BEEN ALLOCATED, THAT THE VALUE OF YOUR ACCOUNT MAY BE MORE OR LESS THAN THE AMOUNT CONTRIBUTED TO YOUR ACCOUNT, AND THAT NO PERSON MAKES ANY GUARANTEE THAT YOU WILL NOT SUFFER A LOSS OF THE AMOUNT CONTRIBUTED TO THE ACCOUNT OR THAT THE VALUE OF YOUR ACCOUNT WILL BE ADEQUATE TO FUND ACTUAL QUALIFIED HIGHER EDUCATION EXPENSES. Participation Agreement Section 8(i). The sole sentence thereunder is deleted and replaced with the following: You understand that: (i) the Program s investment options may not be suitable; and (ii) the Program may not be suitable, for all investors as a means of investing for Qualified Higher Education Expenses. 4 of 5

Merrill Lynch is the marketing name for Merrill Lynch Wealth Management and Merrill Edge, both of which are made available through Merrill Lynch, Pierce, Fenner & Smith Incorporated ( MLPF&S ). Merrill Edge is the marketing name for two businesses: Merrill Edge Advisory Center, which offers team-based advice and guidance brokerage services; and a self-directed online investing platform. Merrill Lynch makes available products and services offered by MLPF&S and other subsidiaries of Bank of America Corporation ( BofA Corp ). Section 529 Qualified Tuition Programs are intended to be used only to save for qualified higher education expenses. None of the Finance Authority of Maine, the Treasurer of the State of Maine, Bank of America, Merrill Lynch, any Sub-Advisor, or any Maine Distribution Agent, nor any of the affiliates provide legal, tax or accounting advice. You should consult your own legal and/or tax advisors before making any financial decisions. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value MLPF&S is a registered broker-dealer, Member SIPC and a wholly owned subsidiary of BofA Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Program Manager 5 of 5 Program Administrator NextGen and NextGen College Investing Plan are registered trademarks of the Finance Authority of Maine. 2018 Finance Authority of Maine. Printed in the U.S.A. Code: PD-DIRECT-SUP-0318

NextGen College Investing Plan Program Description and Participation Agreement October 30, 2017 CLIENT DIRECT SERIES The NextGen College Investing Plan is a Section 529 Program administered by the Finance Authority of Maine. Merrill Lynch, Pierce, Fenner & Smith Incorporated is the Program Manager of the NextGen College Investing Plan. This Program Description and Participation Agreement contains information you should know before participating in the Program, including information about fees, expenses and risks. Please read it before you invest and keep it for future reference. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy of this Program Description and the Participation Agreement. Any representation to the contrary is a criminal offense. These securities have not been registered with the U.S. Securities and Exchange Commission or any state securities commission.

This Program Description and Participation Agreement will be updated from time to time to reflect changes to the Program and is subject to change without notice. The information contained in this Program Description and Participation Agreement amends and supersedes all information contained in prior Program Descriptions and Participation Agreements. Participants should rely only on the information contained in this Program Description and Participation Agreement. No one is authorized to provide information that is different from the information contained in this Program Description and Participation Agreement. The NextGen College Investing Plan offers a variety of investment options in two separate series the Client Direct Series and the Client Select Series. Each series offers different investment options, each with its own sales charges, fees and expense structure. Currently, some of the same investment options are available in each series. The Client Direct Series (offered through this Program Description) is available through the Finance Authority of Maine, certain Maine Distribution Agents, and through www.nextgenforme.com and at www.merrilledge.com. The Client Select Series (offered through a different program description) is available exclusively through financial advisors. Program accounts are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration, are not debt or obligations of, or guaranteed by, any bank or other financial institution or the Finance Authority of Maine, the State of Maine, the Program Manager, BlackRock Investment Management, LLC, or Maine Distribution Agents. Participation in the Program involves investment risks, including the possible loss of principal. Where to Obtain More Information, Forms or Ask Questions: The Program Manager may be contacted at Merrill Edge, Attn: Service Support, P.O. Box 1501, Pennington, NJ 08534, or at (877) 4-NEXTGEN (463-9843). FAME may be contacted at P.O. Box 949, Augusta, ME 04332-0949, or at (800) 228-3734. You can also contact your Maine Distribution Agent, or visit the Program s Web site located at www.nextgenforme.com. Section 529 Qualified Tuition Programs are intended to be used only to save for Qualified Higher Education Expenses. None of the Finance Authority of Maine, Bank of America, Merrill Lynch, any Sub-Advisor, or any Maine Distribution Agent, nor any of their affiliates provide legal, tax or accounting advice. You should consult your own legal and/or tax advisors before making any financial decisions. This Program Description and Participation Agreement does not constitute an offer or other solicitation to place any Units (as defined herein) in the NextGen College Investing Plan with respect to any person who is located or domiciled outside of the United States of America. Individuals who reside outside the United States are generally not eligible to open an Account (as defined herein) in the NextGen College Investing Plan. 2