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SUPPLEMENT DATED FEBRUARY 28, 2022TO THE NEXTGEN 529 CLIENT DIRECT SERIESPROGRAM DESCRIPTION AND PARTICIPATIONAGREEMENT DATED SEPTEMBER 13, 2021The information in this Supplement amends and, to the extent it is different, supersedesinformation contained in the NextGen 529 Client Direct Series Program Description andParticipation Agreement dated September 13, 2021 (the “Program Description”). Please readthis 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 theProgram Description.CHANGE TO PROGRAM MANAGEMENT LEGAL STRUCTUREVestwell Holdings, Inc., pursuant to an agreement with Mellon Holdings LLC, has acquired theProgram Manager, Sumday Administration, LLC (“Sumday”), formerly a subsidiary of The Bank ofNew York Mellon. As a result of such transaction, Sumday is no longer affiliated with The Bank ofNew York Mellon. Sumday will continue to act as Program Manager. The Bank of New York Mellonor its affiliates will continue to provide custody, fund accounting and recordkeeping services.This and other changes, including but not limited to the addition of a Maine Administration Fee, anincrease to the Maximum Contribution Limit and a change to Federal Gift Tax limitations, aredescribed below.PROGRAM DESCRIPTION REVISIONSThe following Program Description revisions are effective immediately unless otherwise noted.Page 8Program Highlights. The second column of Program Manager is deleted and replaced with:Sumday Administration, LLC is responsible for the day-to-day operation of the Program. The Bankof New York Mellon provides certain custody and other services to the Program.Page 9Program Highlights. Effective April 1, 2022, in the Fees and Charges row, the Range of TotalAnnual Asset-Based Fees (as a percentage of a Portfolio’s average annual net assets) is updatedto 0.00% - 0.53%.Pages 9, 18Maximum Contribution Limit. Effective January 1, 2022, the Maximum Contribution Limit (whichmay be adjusted periodically) is 520,000 per Designated Beneficiary.Page 10Program Highlights. Effective April 1, 2022, the sentence in the Special Benefits Available toMaine Residents row is removed and replaced with:1
Maine Matching Grant Program, Harold Alfond College Challenge Grant (also known as My AlfondGrant), the Maine Administration Fee Rebate Program, and Maine Scholarship Programs.Pages 10, 37Federal Tax Treatment. Effective January 1, 2022, the annual federal gift and GST tax exclusionis 16,000 per year ( 32,000 for spouses electing to split gifts) or 80,000 over 5 years ( 160,000for spouses electing to split gifts).Page 14Under Establishing an Account – Personal Information, the following sentence is added to theend of the paragraph:References to Program Manager in this paragraph are deemed to include the RecordkeepingAgent, as applicable.Page 26Under Residual Account Balances and Termination – Termination, the following sentence isadded to the end of the paragraph:References to Program Manager in this paragraph are deemed to include the RecordkeepingAgent, as applicable.Page 32Program Fees and Expenses. Effective April 1, 2022, the third sentence of the paragraph underthe subheading Management and Maine Administration Fees is removed and replaced with:FAME receives an administration fee for acting as administrator of the Program (the “MaineAdministration Fee”), and currently receives a Maine Administration Fee on all Portfolios other thanthe NextGen Savings Portfolio.2
Page 33Program Fees and Expenses. Effective April 1, 2022, the chart and footnotes are removed andreplaced with the following:CLIENT DIRECT SERIESPortfolios incur the following Annual Asset-Based Fees1EstimatedUnderlyingFundExpenses 2BlackRock PortfoliosBlackRock Age-Based 0-1 Year PortfolioBlackRock Age-Based 2-4 Years PortfolioBlackRock Age-Based 5-7 Years PortfolioBlackRock Age-Based 8-11 Years PortfolioBlackRock Age-Based 12-13 Years PortfolioBlackRock Age-Based 14-15 Years PortfolioBlackRock Age-Based 16 Years PortfolioBlackRock Age-Based 17 Years PortfolioBlackRock Age-Based 18 Years PortfolioBlackRock Age-Based 19 Years PortfolioBlackRock 100% Equity PortfolioBlackRock Equity Index PortfolioBlackRock Fixed Income PortfolioBlackRock Balanced PortfolioiShares Age-Based 0-1 Year PortfolioiShares Age-Based 2-4 Years PortfolioiShares Age-Based 5-7 Years PortfolioiShares Age-Based 8-11 Years PortfolioiShares Age-Based 12-13 Years PortfolioiShares Age-Based 14-15 Years PortfolioiShares Age-Based 16 Years PortfolioiShares Age-Based 17 Years PortfolioiShares Age-Based 18 Years PortfolioiShares Age-Based 19 Years PortfolioiShares Diversified Equity PortfolioiShares Diversified Fixed Income PortfolioiShares Balanced PortfolioiShares MSCI USA ESG Select PortfolioPrincipal Plus PortfolioPrincipal Plus PortfolioNextGen Savings PortfolioNextGen Savings PortfolioManagementFee 3MaineAdministrationFee 4Total AnnualAsset BasedFees %0.25%0.00% %0.34%0.41%0.41%0.24%0.00%0.00%0.00%0.00%1 Expressed as an annual percentage of the average daily net assets of each Portfolio, except the NextGen Savings Portfolio forwhich there are currently no Annual Asset-Based Fees or other fees or expenses, though the Investment Manager and FAME reservethe right to charge fees in the future.2 For Portfolios that invest in more than one Underlying Fund, the Underlying Fund expenses are based on a weighted average ofeach Underlying Fund’s expense ratio that corresponds to the Portfolio’s target asset allocation. Each Portfolio’s target assetallocation for Portfolio Investments is effective as of the Program Description date, and each Portfolio’s fees and expenses are basedon the Underlying Fund’s or Funds’ most recent prospectus as of June 30, 2021. Underlying Fund fee and expense information maychange from time to time.3 The Management Fee for any Portfolio may be voluntarily reduced at any time on a temporary or permanent basis by theInvestment Manager. The Investment Manager may pay a portion of the Management Fee or other compensation to the ProgramManager and the Recordkeeping Agent.4 A rebate approximately equal to the Maine Administration Fee may be provided in certain circumstances. See MaineAdministration Fee Rebate Program on page 51 of the Program Description.5 Annual Asset-Based Fees are subject to change at any time, and are assessed against assets over the course of the year. See“Investment Cost Chart” on pages 35-36 of the Program Description for the approximate cost of investing in the Program’s Portfoliosover 1-, 3-, 5- and 10-year periods.6 The Principal Plus Portfolio does not invest in mutual funds or ETFs, and therefore has no Underlying Fund expenses. However,there are 0.15% per annum of expenses associated with the New York Life GIA that reduce the interest credited under the GIA.3
Page 36Program Fees and Expenses. Effective April 1, 2022, the Cost of a 10,000 Contribution chart isremoved and replaced with:Cost of a 10,000 Contribution:Client Direct Series PortfoliosBlackRock Portfolios1 Year3 Years5 YearsBlackRock Age-Based 0-1 Year Portfolio 53 165 288 647BlackRock Age-Based 2-4 Years Portfolio 54 168 293 659BlackRock Age-Based 5-7 Years Portfolio 54 168 293 659BlackRock Age-Based 8-11 Years Portfolio 54 168 293 659BlackRock Age-Based 12-13 Years Portfolio 55 171 299 672BlackRock Age-Based 14-15 Years Portfolio 54 168 293 659BlackRock Age-Based 16 Years Portfolio 54 168 293 659BlackRock Age-Based 17 Years Portfolio 49 155 271 610BlackRock Age-Based 18 Years Portfolio 44 139 243 548BlackRock Age-Based 19 Years Portfolio 41 129 226 510BlackRock 100% Equity Portfolio 53 165 288 647BlackRock Equity Index Portfolio 22 68 119 271BlackRock Balanced Portfolio 54 168 293 659BlackRock Fixed Income Portfolio 54 168 293 659iShares Age-Based 0-1 Year Portfolio 25 78 136 309iShares Age-Based 2-4 Years Portfolio 25 78 136 309iShares Age-Based 5-7 Years Portfolio 25 78 136 309iShares Age-Based 8-11 Years Portfolio 25 78 136 309iShares Age-Based 12-13 Years Portfolio 25 78 136 309iShares Age-Based 14-15 Years Portfolio 26 81 142 322iShares Age-Based 16 Years Portfolio 25 78 136 309iShares Age-Based 17 Years Portfolio 27 84 148 334iShares Age-Based 18 Years Portfolio 30 94 164 372iShares Age-Based 19 Years Portfolio 32 100 176 397iShares Diversified Equity Portfolio 25 78 136 309iShares Diversified Fixed Income Portfolio 35 110 193 435iShares Balanced Portfolio 42 133 232 523iShares MSCI USA ESG Select Portfolio 42 133 232 523Principal Plus Portfolio 24 74 126 265NextGen Savings Portfolio 0 0 0 0410 Years
Pages 38-39Federal Gift, Estate and Generation-Skipping Transfer Taxes. Effective January 1, 2022, theparagraph beginning at the bottom of the left hand column on Page 39 is removed and replacedwith:Under current law, each individual generally has a 12,060,000 (as of 2022) lifetime exemption fortransfers made after December 31, 2017 and before January 1, 2026, and a 5,600,000 (as of2018) lifetime exemption for transfers made before January 1, 2018 or after December 31, 2025(which amounts are subject to annual adjustment to reflect inflation) that may be applied to gifts inexcess of the applicable annual exclusion amount. For gifts of community property (or for a marriedcouple who elect to split gifts of separate property) the spouses’ combined applicable exemptionamount of 24,120,000 (as of 2022) for transfers made after December 31, 2017 and beforeJanuary 1, 2026, and combined applicable exclusion amount of 11,200,000 (as of 2018) fortransfers made before January 1, 2018 or after December 31, 2025 (which amounts are subject toannual adjustment to reflect inflation) may be applied.Page 51Special Benefits Available to Maine Residents. Effective April 1, 2022, the following paragraph isadded after the Maine Matching Grant Program paragraph:Maine Administration Fee Rebate Program. If either the Participant or the DesignatedBeneficiary is a Maine resident, and the Account was subject to the Maine AdministrationFee, an amount approximately equal to the Maine Administration Fee paid during the year isautomatically rebated to the Account in the following year, if such amount is at least 2.00. Tobe eligible to receive the rebate, on the last business day of the calendar year the Accountmust have a balance of at least 1,000 and include Units of a Portfolio subject to the MaineAdministration Fee. The minimum rebate is 2.00; amounts less than 2.00 will not be paid.Page 52The text under the subheading Sumday is revised in its entirety to read as follows:Sumday Administration, LLC is a subsidiary of Vestwell Holdings, Inc. Sumday providesadministrative and record-keeping services to a variety of state-sponsored savings plans.Page 52The following is inserted immediately below the text under the Sumday subheading:The Bank of New York MellonThe Bank of New York Mellon Corporation and its consolidated subsidiaries, including The Bank ofNew York Mellon, provide a broad range of financial products and services in U.S. and internationalmarkets.Page 69BlackRock Core Bond Portfolio. The first sentence of the first paragraph under the subheading“Investment Objective, Strategy and Policies” is deleted and replaced with:The investment objective of the Fund is to seek to realize a total return that exceeds that of thereference benchmark.5
Pages 69-70BlackRock Inflation Protected Bond Portfolio. The third sentence of the first paragraph under thesubheading “Investment Objective, Strategy and Policies” is deleted and replaced with:The Fund maintains an average portfolio duration that is within 40% of the duration of theBloomberg Barclays U.S. Treasury Inflation Protected Securities Index.Page 70BlackRock Low Duration Bond Portfolio. The first sentence of the first paragraph under thesubheading “Investment Objective, Strategy and Policies” is deleted and replaced with:The Fund’s investment objective is to seek total return in excess of the reference benchmark in amanner that is consistent with preservation of capital.Page 90Principal Plus Portfolio – Investment Objective, Strategy and PoliciesThe first sentence of the third paragraph is removed and replaced with:New York Life currently holds high financial strength ratings: Aaa from Moody’s Investors Service,Inc., AA from Standard & Poor’s Rating Group, A from A.M.Best, and AAA from Fitch.1Footnote 1 is removed and replaced with:This information comes from individual third-party ratings reports as of September 30, 2021. Noneof Moody’s, Standard and Poor’s, A. M. Best or Fitch make any representations regarding aninvestment in the Portfolio.The third sentence of the third paragraph is removed and replaced with:The annualized interest rate of the New York Life GIA is 2.15%, net of fund expenses, through June30, 2022 (after expenses of 0.15% associated with the New York Life GIA that are paid to theInvestment Manager and New York Life).The following new paragraph is inserted between the third and fourth paragraphs:Certain limitations apply to the exchange of Units of the Principal Plus Portfolio for Units of theNextGen Savings Portfolio. See Investment of Contributions – Investment Changes on Page20.Page 100Participation Agreement - Participant’s Representations.The following sentence is added to the end of Section 8(x):References to Program Manager in this subsection are deemed to include the RecordkeepingAgent, as applicable.6
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Section 529 Qualified Tuition Programs are intended to be used only to save for qualified higher education expenses. None of the Finance Authorityof Maine, any Sub-Advisor, the Investment Manager, the Program Manager or the Program Distributor, nor any of their affiliates provide legal, tax oraccounting advice. You should consult your own legal and/or tax advisors before making any financial decisions.Investment products:Are Not FDIC InsuredAre Not Bank GuaranteedMay Lose ValueProgram AdministratorNextGen, NextGen (logo) and NextGen 529 are registeredtrademarks of the Finance Authority of Maine. 2022 Finance Authority of Maine.Program Distributor and InvestmentManagerProgram Manager8
NEXTGEN 529 PROGRAM DESCRIPTIONANDPARTICIPATION AGREEMENTSeptember 13, 2021CLIENT DIRECT SERIESNextGen 529 is a Section 529 Program administered by the Finance Authority of Maine. Sumday Administration, LLC (“Sumday”) is theProgram Manager of NextGen 529. BlackRock Investments, LLC is the Program Distributor of NextGen 529. This Program Descriptionand Participation Agreement contains information you should know before participating in the Program, including information about salescharges, 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 securitiesor passed upon the adequacy of this Program Description and the Participation Agreement. Any representation to the contrary is acriminal offense. These securities have not been registered with the U.S. Securities and Exchange Commission or any state securitiescommission.
This Program Description and Participation Agreement will be updated from time to time to reflect changes to the Program and is subjectto change without notice. The information contained in this Program Description and Participation Agreement amends and supersedesall information contained in prior Program Descriptions and Participation Agreements. Participants should rely only on the informationcontained in this Program Description and Participation Agreement. No one is authorized to provide information that is different from theinformation contained in this Program Description and Participation Agreement.NextGen 529 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 thesame investment options are available in each series. The Client Direct Series (offered through this Program Description) is availablethrough the Finance Authority of Maine 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 intermediaries.Program accounts are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or the National Credit UnionAdministration, 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 or the Program Distributor. Participation in the Program involves investment risks,including the possible loss of principal.Where to Obtain More Information, Forms or to Ask Questions:You can visit the Program’s Web site located at www.nextgenforme.comor contact Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”),the Program’sRecordkeeping Agent, at (877) 4-NEXTGEN (463-9843).Sumday, the Program Manager, may be contacted at NextGen 529 ,PO Box 9670, Providence, RI 02940-9670.FAME, the Program Administrator, may be contacted atP.O. Box 949, Augusta, ME 04332-0949, or at (800) 228-3734.Section 529 Qualified Tuition Programs are intended to be used only to save for Qualified Higher Education Expenses. None of theFinance Authority of Maine, Sumday Administration, LLC, The Bank of New York Mellon, BlackRock Investments, LLC, BlackRockAdvisors, LLC, Bank of America, Merrill or any Sub-Advisor, nor any of their affiliates provide legal, tax or accounting advice. You shouldconsult 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 definedherein) in NextGen 529 with respect to any person who is located or domiciled outside of the United States of America. Individuals whoreside outside the United States are generally not eligible to open an Account (as defined herein) in NextGen 529.2
FINANCE AUTHORITY OF MAINE PRIVACY POLICYProtecting the privacy of your personal information is important to us at the Finance Authority of Maine. We collect nonpublic personal information about you from the following sources:– Information we receive from you on applications, correspondence, communications and other forms.– Information about your transactions with respect to your Account. We do not disclose any nonpublic personal information about you or our other current or former customers to anyone, except aspermitted by law. We never rent or sell your name or personal financial information. (We do share such information withour auditors, contractors and agents, such as Sumday, for your Account, and as needed to administer your Accounttransactions in conformance with law.) We restrict access to nonpublic personal information about you to our employees who need to know the information, and tocontractors and agents in order to provide service to you. We maintain physical, electronic and procedural safeguards incompliance with federal regulations to safeguard your nonpublic personal information.SUMDAY PRIVACY POLICYregulations and rules, and requests of law enforcement,regulatory and other governmental agencies. Also, we mayshare in aggregate, statistical form, non-personal informationregarding the visitors to the Program website and our website,traffic patterns, and website usage with our partners oraffiliates.Sumday Administration LLC, and its affiliates, on behalf ofFAME and the Program, may collect personal information fromyou to service and maintain your Program Account(s), processyour transactions, as well as provide you with Programdocuments, Account statements and other information aboutthe Program. This information may be collected when youinitially enroll in the Program, complete Programdocuments/forms, utilize the Program’s website, conductProgram transactions, or communicate with us or the Program.The Program website and our website may reference orprovide links to third party websites (including social mediabookmarking buttons that enable you to share certain contenton the Program website and our website). We are notresponsible for the third party websites, and you should reviewthe terms of use, cookie policies and privacy policies posted onsuch sites. Please be aware that we do not control, nor are weresponsible for, the privacy policies or information practices ofthird parties or their websites. When you use the third partylinks provided on the Program website or our website thesethird parties may collect personal information about you, oryour online activities over time and across different websites.We do not sell or rent your personally identifiable informationto third parties. We share your information only with our (i)affiliates and service providers that have agreed toconfidentiality restrictions and use any personal informationthey collect on our behalf solely for the purpose of providingthe contracted service to us; (ii) as otherwise described hereinin order to provide you with the Program website and ourwebsite and access to the services provided to you on behalfof the Program; and (iii) to comply with all applicable laws,3
BLACKROCK PRIVACY PRINCIPLESBlackRock products or services that may be of interest to you,provided neither we nor our affiliates will provide suchinformation to Participants or Program accountbeneficiaries who are Maine residents if their onlyrelationship with us or our affiliates is through theProgram. in addition, BlackRock restricts access to non-publicpersonal information to those BlackRock employees with alegitimate business need for the information. BlackRockmaintains physical, electronic and procedural safeguards thatare designed to protect non-public personal information,including procedures relating to the proper storage anddisposal of such information.BlackRock Investments, LLC (together with its affiliates,“BlackRock”) is committed to maintaining the privacy ofParticipants and to safeguarding their non-public personalinformation. The following information is provided to help youunderstand what personal information BlackRock collects, howwe protect that information and why in certain cases we sharesuch information with select parties.If you are located in a jurisdiction where specific laws, rules orregulations require BlackRock to provide you with additional ordifferent privacy-related rights beyond what is set forth below,then BlackRock will comply with those specific laws, rules orregulations.Under certain circumstances, we share customer informationwith outside vendors who provide services to NextGen 529,such as financial institutions, fulfillment, mailing, marketresearch and data processing vendors. In those cases, thefirms with whom BlackRock does business will enter intoconfidentiality agreements, and the information is limited toonly what is necessary to generate mailings, processtransactions, analyze operations and perform other servicesrelated to an Account. We also may share your Accountinformation with your financial intermediary, if you have listedone on your Account.BlackRock obtains or verifies personal non-public informationfrom and about you from different sources, including thefollowing: (i) information we receive from you or, if applicable,your financial intermediary, on applications, forms or otherdocuments; (ii) information about your transactions with us, ouraffiliates, or others; (iii) information we receive from aconsumer reporting agency; and (iv) from visits to our website.BlackRock does not sell or disclose to non-affiliated thirdparties any non-public personal information about Participants,except as permitted by law, or as is necessary to respond toregulatory requests or to service Accounts. These nonaffiliated third parties are required to protect the confidentialityand security of this information and to use it only for itsintended purpose.In addition to the privacy policy above, BlackRock and itsaffiliates will not provide any information about their otherproducts or services that may be of interest to ProgramParticipants or beneficiaries who are Maine residents ifBlackRock’s only relationship with such Participants orbeneficiaries is through the Program.We may share information with our affiliates to service yourAccount or to provide you with information about otherBANK OF AMERICA PRIVACY NOTICE(Applicable to Merrill)marketing offers from such Bank of America companies. If youare a Participant or a Designated Beneficiary who is a Maineresident that was introduced to the Program in connection witha relationship with a Merrill broker outside of the Program, yourMerrill broker may make marketing offers to you as describedin the Privacy Notice and other account documentation. Youare encouraged to read the complete Privacy Notice as itcontains other important information, including how Bank ofAmerica collects, manages and protects your CustomerInformation and what actions you can take. If you would like acopy of the Privacy Notice, please visit: the Privacy andSecurity Center on www.ML.com or directly nsumerprivacy-notice/. Alternatively please call 1-888-341-5000.Account owners will receive the Bank of America U.S.Consumer Privacy Notice (the “Privacy Notice”) at the time aNextGen 529 Account is opened and annually where requiredby law. The Privacy Notice describes Bank of America’spolicies applicable to U.S. consumers across a number ofBank of America companies. For Participants and DesignatedBeneficiaries who are Maine residents and have only aProgram Account relationship with Merrill, no Bank of Americacompany (as defined in the Privacy Notice), including but notlimited to Merrill, will use Customer Information provided inconnection with their Program Accounts to make non-Programdirect marketing offers by postal mail, telephone and/or email. Accordingly, no action is required by such Participantsand Designated Beneficiaries in order to prevent direct4
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TABLE OF CONTENTSFinance Authority of Maine Privacy Policy . 3Program and Portfolio Risks and Other Considerations. 42Sumday Privacy Policy . 3Investment Risks of Underlying Funds . 44BlackRock Privacy Principles . 4Investment Risks of Principal Plus Portfolio Investments. 49Bank of America Privacy Notice . 4Investment Risks of NextGen Savings Portfolio Investment. 49Program Highlights . 8Program and the Program Fund .51Key Terms . 11Program. 51Participation and Accounts. 14Program Fund. 51Establishing an Account . 14Investment Fund. 51Contributions. 15Special Benefits Available to Maine Residents . 51Ownership of Contributions . 19Program Management and Administration .52Change of Designated Beneficiary . 19General . 52Successor Participants . 20Finance Authority of Maine . 52Investment of Contributions . 20Advisory Committee . 52Statements and Reports . 21BlackRock. 52Other Provisions . 21Sumday . 52Withdrawals . 22Program Services Agreement.53Qualified Withdrawals . 24Services and Terms. 53Non-Qualified Withdrawals and the Additional Tax . 25Standard of Care . 53Qualifying Rollovers. 26Termination of Agreement . 53Residual Account Balances and Term
TO THE NEXTGEN 529 CLIENT DIRECT SERIES PROGRAM DESCRIPTION AND PARTICIPATION AGREEMENT DATED SEPTEMBER 13, 2021 The information in this Supplement amends and, to the extent it is different, supersedes information contained in the NextGen 529 Client Direct Series Program Description and
