Marketplace Board of Directors Meeting

Transcription

1 Marketplace Board of Directors Meeting Cleveland, OH January 13-14, 2017

2 2017 ABA MARKETPLACE BOARD OF DIRECTORS MEETING TABLE OF CONTENTS 1) MEETING AGENDA & RELATED MATERIALS 2017 Marketplace Board of Directors Meeting Schedule of Events and Agenda 2017 Marketplace Executive Committee Meeting Agenda Proposed ABA Bylaws Amendments ABA Bylaws Anti-Trust Guide 2) MINUTES 2016 Fall Board Meeting Minutes 3) STAFF UPDATES ABA Organizational Chart President s 2016 Goals Executive Summaries of ABA Staff Reports 4) FINANCIAL REPORTS Unaudited November 2016 ABA Financial Statements with Department Expenses ABA Reserve Fund Asset Allocation as of 12/19/16 ABA Reserve Investment Statement as of 12/19/16 5) GOVERNANCE ABA Board Rotation Schedule Executive Committee Rotation Schedule 6) STAFF & COUNCIL REPORTS Financial Highlights Report Time-Place Report Government Affairs and Policy Report Leadership of Key Congressional Committees 115 th Congress President Elect Trump s Nominations Treatment of Motorcoach Companies Under Tax Reform Options Meetings, Education, & Member Services Report Communications Report Additional Board reference materials (e.g. committee lists, bylaws, board duties, mission statement, etc.) are located in the online Board Document Library, Library.

3 MEETING AGENDA & RELATED MATERIALS Section Contents: 2017 Marketplace Board of Directors Meeting Schedule of Events and Agenda 2017 Marketplace Executive Committee Meeting Agenda Proposed ABA Bylaws Amendments ABA Bylaws Anti-Trust Guide

4 2017 ABA ANNUAL MEETING & MARKETPLACE BOARD OF DIRECTORS MEETING SCHEDULE CLEVELAND, OH All meetings take place at the Cleveland Convention Center FRIDAY, JANUARY 13, 2017 Breakfast is on your own 9 9:30 a.m. New Member Orientation Room 1 9:30 11 a.m. Scheduled Service Council and Charter and Tour Council Meeting Room 1 11 a.m. 12 noon Board of Directors Meeting Room 1 12 noon 1 p.m. Board of Directors Lunch Room p.m. Board of Directors Meeting Room 1 5 6:30 p.m. Marketplace Chairman s Reception Marketplace Networking Floor, MP Area 7 p.m. Board of Directors Reception and Dinner The Union Club Sponsored by Motor Coach Industries SATURDAY, JANUARY 14, :30 a.m. Board of Directors Breakfast Room 3 8:30 11 a.m. Board of Directors Meeting Room 1 11 a.m. Noon Executive Committee Meeting and Lunch Room 12

5 1 1:30 p.m. ABA Annual Meeting and Board Elections Room 26AB 1:30 6 p.m. Marketplace Networking Reception/Education Seminars 5 p.m. Foundation Live Auction 5:30 6:30 p.m. Operator Reception Marketplace Networking Floor, MP Area Sponsored by Greater Birmingham CVB 7 p.m. Open Night, Experience Cleveland on Your Own Board members are encouraged to stay and participate in the many activities that take place at ABA s Annual meeting & Marketplace.

6 FRIDAY, JANUARY 13, 11 A.M. 5 P.M ABA ANNUAL MEETING & MARKETPLACE BOARD OF DIRECTORS MEETING AGENDA CLEVELAND, OH All meetings take place at the Cleveland Convention Center Opening Remarks Guest Recognition & Introduction J. Meier J. Meier 2017 Update ABA s Annual Meeting & Marketplace B. Henton Approval of the Previous Meeting Minutes President s Report ABA Operations and Highlights since September 2017 Welcome to Cleveland (11:45 p.m.) Lunch w/ Speaker Presentation by Deloitte (1:00 p.m.) Counsel s Report Governance Committee Report Council Recaps Scheduled Service/Enterprise Charter & Tour/Enterprise Committee Reports BusPAC Bylaws Environmental Finance & Budget Marketplace Strategic Time-Place Strategic Safety J. Meier P. Pantuso D. Gilbert N. Akram O. Hoda R. Schweitzer T. JeBran J. Jalbert T. Morgan, C. Lentzsch S. Rohde A. Spence TJ Morgan G. Berardi S. Haddad L. Brewer A. Glickman

7 Government Affairs and Policy Report Legislation Regulation Policies J. Jalbert, S. Te Beau Rohde SATURDAY, JANUARY 14, 9 A.M. 11 A.M. Bus Industry Safety Council Report ABA Foundation Report S. Evans D. Anderson Staff Reports Board Handouts All staff reports were provided in advance to all Board members. Feel free to raise any questions you may have about any of the staff reports during the Board meeting, directly with appropriate staff, or with Peter. Formal staff presentations will be given during the Board meeting. Meetings, Education and Membership Communications Report Publications Report Destinations, Motorcoach Marketer, Marketplace Today, Equip L. Brewer M. Hinton M. Hinton Radar Issues Executive Session Adjourn GUESTS IN ATTENDANCE Numaan Akram David Gilbert Omar Hoda Rally Bus Destination Cleveland Deloitte

8 ABA Executive Committee Agenda Saturday, January 14, :00 a.m. Noon Note: The Executive Committee will meet following the regular ABA Board of Directors meeting on Saturday In addition to the items on the Board of Directors agenda that will be reviewed during the Executive Committee meeting, the following issues will also be considered and discussed during the Executive Committee meeting. Other than ABA staff/personnel discussions, all topics typically covered during the ABA Executive Committee will be discussed during the two days of Board meetings. Any topics that come up during the Board meetings that need additional clarification or discussion will be discussed during the Executive Committee and staff will be available as needed. 1. Review of Personnel 2. President s Goals and Review 3. New Business 4. Executive Session 5. Adjourn

9 MEMORANDUM TO: FROM: ABA BOARD OF DIRECTORS RICK SCHWEITZER, ABA GENERAL COUNSEL DATE: NOVEMBER 1, 2016 RE: PROPOSED BYLAWS AMENDMENTS Per the direction of the ABA Board of Directors, the ABA Bylaws Committee met today and made the following two recommendations to the ABA Board for amendments to the ABA Bylaws. 1. Voting by Directors of Commonly Controlled Entities Article VII, Section 3(b) of the current ABA Bylaws states that an entity that commonly controls more than one member may have no more than one (1) voting and two (2) non-voting seats on the Board. In addition, Article VII, Section 7 states that No proxies will be accepted on behalf of absent members, and Board members may not appoint substitutes to attend Board meetings in the absence of the Board member. In the event that the voting director of an entity that commonly controls more than one member company is unable to attend a Board meeting, the Board would like to have (one of) the non-voting director(s) attend the Board meeting and vote on behalf of the member entity. The Bylaws Committee considered this request and recommends the following changes to the Bylaws (deleted language stricken, new language underlined): In Art. VII, Sec. 3: Section 3. No member, including members affiliated with or commonly controlled by such members, shall have more than one seat on the Board of Directors, with the following exceptions: a) The seat held by the Chair of the Marketplace Committee; and b) Those members that are part of an entity that commonly controls more than one member as set out in section 2(gi) above, provided that a commonly controlled entity may have members with no more than one (1) voting and two (2) non-voting seats on the Board of Directors. If the voting Director of such an entity is unable to attend a Board meeting, the voting 1

10 Director may provide notice to the Chairman and designate a non-voting Director of the same entity to attend the Board meeting and to vote for the member entity. In Art. VII, Sec. 7: Section 7. ja) At all meetings of the Board of Directors, one third of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Except as provided in section 3(b) of this Article, Nno proxies will be accepted on behalf of absent members. kb) If a quorum shall not be present there at, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. lc) Except as provided in section 3(b) of this Article, Board members may not appoint substitutes to attend Board meetings in the absence of the Board member. 2. Term for Travel Member on Executive Committee Article VII, Section 11(h) of the Bylaws currently provides that one At-Large Seat on the Executive Committee is reserved for a Travel Industry member. That section sets out that the Travel Industry member shall serve for a term of two (2) years, but is not eligible for reelection to consecutive terms. The Board requested that the Bylaws Committee allow the Travel Industry member to serve up to three (3) two-year terms on the Executive Committee. The Bylaws Committee recommends the following change to the Bylaws: In Art. VII, Sec. 11(h): h) Three (3) At-Large seats on the Executive Committee shall be reserved for bus operator members, and one (1) At-Large seat shall be reserved for a Travel Industry member. These At-Large members of the Executive Committee shall serve for a term of two (2) years, and may be eligible for reelection to serve a maximum of three (3) consecutive terms, except that the Travel Industry member shall not be eligible for reelection to consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term.

11 BY - LAWS OF THE AMERICAN BUS ASSOCIATION Amended as of January 9, 2015 ARTICLE I OFFICES Section 1. The place of business of the Association and the office of its statutory agent shall be the City of Washington, DC. The Association may change the location of its place of business or its statutory agent, or both. ARTICLE II MISSION, OBJECTS AND PURPOSES Section 1. The American Bus Association represents the business concerns of both U.S. and Canadian privately owned motorcoach and tour operators. ABA represents the U.S. bus industry in Washington, DC, and supports the government affairs activities of its Canadian members and counterpart associations. ABA facilitates relationships between the North American motorcoach industry and all related segments of the travel and supplier industry. In addition, ABA creates awareness of the motorcoach industry among consumers in North America (USA, Canada and Mexico), and communicates publicly on important issues like motorcoach and highway safety. Section 2. The objects and purposes of the Association are: a) To promote and develop the services provided by tour-charter bus service, fixed route bus service, and the tour and travel segments of the industry. b) To advocate the enactment of uniform, just and proper laws and cooperate with public officials in securing the enforcement of all laws, rules and regulations applicable to the bus transportation industry. c) To promote the highest possible ethical standards by companies engaged in providing bus transportation to the public and by those providing equipment, accommodations and other services to such companies and their passengers by promoting compliance with the American Bus Association's Code of Ethics and other actions. d) To promote closer relations and cooperation among all Association members and membership segments. e) To promote friendly relations with, and to secure the cooperation and good will, of the public. f) To improve the transportation service rendered by its members, including adequate connecting and through services. g) To promote the construction, maintenance, repair and improvement of all roads used for bus transportation. h) To promote the construction and maintenance of bus terminals and related facilities. i) To promote the safety, convenience, and betterment of bus operations and serve the interest and welfare of the members of the American Bus Association and the public at large. j) To work with government to create a climate for growth of the private sector motor vehicle passenger transportation industry. 1

12 k) To provide forums where various segments of the tour and travel community can establish relationships and business opportunities. l) To enable members the opportunity to participate in the privatization of motor vehicle passenger transportation. m) To provide educational opportunities to all members. ARTICLE III MEMBERSHIP Section 1. Membership in the Association shall be divided into six classes: a) Bus Operators. b) Associations of Bus Operators. c) State, Regional and Provincial Associations. d) Associates. e) Travel Industry. f) Tour Operators. Section 2. As used in Section 1 of this Article: a) "Bus Operators" include any individual, partnership, company, corporation or group of such companies engaged in the business of transporting persons for hire in vehicles over the public highways as a common or contract carrier, either directly or as a managing agent except that "Bus Operator" does not include any entity which is owned or operated by a State, municipality, public agency, public corporation, or any local public body or any other entity which is not operated for profit. b) "Associations of Bus Operators" means any association of motor bus operators, other than a State association, with members whose qualifications for membership are the same as those set forth in paragraph (a) of this section for bus operator members of the Association. c) "State, Regional and Provincial Association" means any State, Regional or Provincial association of motor vehicle operators in which bus operators are individually eligible for membership. d) "Associates" means any organization which supplies equipment, material and services to the industry such as buses, engines, tires, accessories, petroleum products, publications, advertising and public relations firms, and the like, any entity which is not eligible for membership as a "Bus Operator" under paragraph (a) of this section because of its public ownership or operation, and other organizations which have business dealings of a general nature with bus operator members but does not include any persons eligible for membership solely as a travel industry member. e) Travel Industry" members include hotels, motels, attractions, conventions and visitor bureaus, official State and provincial tourism offices, regional promotion agencies, Federal travel promotion agencies, retail travel agencies, tour brokers, food service organizations, and other firms or suppliers providing travel goods and services to bus operator members but does not include any entity which provides accommodations or goods and which is not operated for profit. f) "Tour Operators" includes any person or organization, other than a bus operator or an employee or agent of a bus operator, who, for compensation, assists or arranges for the transportation of passengers by bus in sightseeing or pleasure tours or other 2

13 special operations, who have been in the business of arranging for bus tours for at least two years, and commission agents but does not include any governmental or other entity which is not operated for profit. Section 3. a) Any eligible person or organization may become a member by furnishing such information as may be required by the President/CEO demonstrating its willingness and ability to comply with the Association's Code of Ethics, payment of dues, and upon approval by the Board of Directors or by the President/CEO acting on behalf of the Board. In addition, an applicant for membership as a bus operator must demonstrate its compliance with the membership requirements of the Association as set forth in Section 4 of Article III. b) No tour operator affiliated with a bus operator shall be eligible for membership unless the affiliated carrier is a bus operator member of the Association. c) A bus operator who owns or controls one or more bus operators or one or more tour operators may file a joint application for membership on behalf of all such operators or each bus operator or tour operator may file a separate application. d) An association of bus operators may become a member upon approval by the Board of Directors and upon the payment of such dues as may be prescribed by the Board. e) A bus operator may not hold any other class of membership in the Association unless dues applicable to membership as a bus operator are paid. Section 4. a) No person or organization may become or remain a bus operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a bus operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a bus operator business. b) No person or organization may become or remain a tour operator member -- 1) Unless it is in compliance with the applicable U.S., Canadian, state and/or provincial laws and regulations respecting the registration and operation of a tour operator business, or in the absence of such a verifiable compliance standard, then the appropriate national/state/provincial requirements for establishing and operating a tour operator business. Section 5. a) All applications for membership as a bus operator or as a tour operator shall be published and members given an opportunity to submit specific comments to the President/CEO respecting the applicant's eligibility for membership, including, in the light of specific evidence, its willingness and ability to comply with the Association's Code of Ethics. b) 1) The Board, or the President/CEO acting for the Board, shall review all comments or objections filed pursuant to paragraph (a) respecting an applicant's eligibility for membership in the Association to determine whether 3

14 such comments or objections are legitimate and substantiated. 2) If the comments or objections filed pursuant to paragraph (a) are found to be legitimate or to be substantiated, the applicant shall be treated as a probationary member until such time as its eligibility for membership is determined in accordance with the provisions of paragraph (c) of this section. c) Objections to an application which raise a serious question with respect to an applicant's eligibility for membership or to the probability of its compliance with the Association's Code of Ethics and appeals by members from finding of ineligibility for membership shall be handled as complaints and determined in accordance with the procedure provided in Section 3 of Article XIV of the Bylaws. ARTICLE IV MEMBERSHIP DUES Section l. The annual dues for the various classes of membership in the Association shall be determined by the Board of Directors but the annual dues for any individual operator member shall not exceed $50,000. Section 2. Members, which are under common control or management or are members of an association of bus operators whose membership has been approved by the Board of Directors, may pay their annual dues separately. Section 3. Annual dues for all classes of membership are payable according to a dues schedule, as established by the Board of Directors, each year. When necessary, payment schedules may be discussed with the CEO. ARTICLE V VOTING RIGHTS AND PRIVILEGES Section 1. Each bus operator member, each association of bus operators, and each tour operator member shall have the right to participate and vote in the election of directors. Section 2. Each bus operator member, association of such members, and each tour operator member shall be entitled to exercise the right of one vote. In addition, bus operator and/or tour operator members that are under common control or management shall be entitled to exercise the right of one vote for the entire group of affiliated entities; for purposes of this section, common control means owning or controlling a majority of the voting stock of a member. Section 3. The Board of Directors may restrict participation in Association programs to certain categories of members. ARTICLE VI MEETINGS OF MEMBERS OF ASSOCIATION Section 1. Meetings of the Association shall be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 4

15 Section 2. The Board of Directors shall provide for one or more annual meetings of the members of the Association and shall determine the time and place of such meetings. The Board may provide for different annual meetings for different classes of members. Section 3. Special meetings of the Association may be called by the Board of Directors or by the Chair of the Board on such notice as the Board or the Chair deems proper and shall be called upon the request of twenty (20) members of the Association. Notice of any such special meeting shall specify the purpose for which the meeting is called. Section 4. With respect to each annual or special meeting called by the Board of Directors, the Board shall determine the class or classes of members eligible to attend. Written or printed notice of each annual or special meeting of the Association stating the time, place and object thereof, shall be given to each eligible member in good standing as shown by the records of the Secretary of the Association by such methods as allowed by law at least fifteen (15) days before the date on which the meeting is to be held. No publication of any notice of a meeting of the Association shall be required. If any member shall sign a written waiver of notice of any meeting, either before or after the meeting, such waiver shall be deemed equivalent to notice. Section 5. All eligible members in good standing, present at any annual meeting or special meeting, shall be entitled to vote. At all meetings of the Association, the presence of one-tenth of the eligible votes shall constitute a quorum for the transaction of business. If such quorum shall not be present, the members entitled to vote thereat, represented in person, and shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, or until a quorum shall be represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 6. When a quorum is present at any meeting, the majority of votes cast by the members having voting power present in person at the meeting shall decide any question brought before such meeting. Section 7. At every meeting of the Association, the Chair of the Board or, in the absence of the Chair, persons designated by the Chair or, in their absence, a Chair chosen by a majority of the members of the Association present and entitled to vote, shall act as the Chair, whereas the Secretary-Treasurer of the Association shall act as secretary at all meetings of the Association. In the absence of the Secretary-Treasurer from any such meeting, the Chair may appoint a person to act as secretary of the meeting. ARTICLE VII DIRECTORS Section 1. The Governance Committee shall present to the annual meeting nominations for the Board of Directors, and shall present to the Board of Directors nominations for members of the Executive Committee. The Governance Committee shall consist of such members as specified in Section 3(a) of Article X. Section 2. 5

16 a) Persons who desire to be nominated for a seat on the Board of Directors or to renew such term, or who desire to nominate another member for such a seat, shall submit to the Governance Committee in writing, not less than fifteen (15) days after a call for such nominations, a statement of the candidate's qualifications and other pertinent information, including a statement of the candidate's willingness to serve, if nominated. b) Nominations for Directors from the floor shall not be permitted. c) To be eligible to be elected as a Director, an individual must be a full-time employee, director or corporate officer of a member of the Association. If a Director is no longer a full-time employee, director or corporate officer of a member, that individual shall resign from the Board of Directors. d) The number of Directors, which shall constitute the Board, shall not be fewer than thirty-five (35) and shall not exceed fifty (50). The Directors shall be elected by the members and shall hold office until their successors have been elected and qualified or until their prior resignation or removal. Directors, other than the President/CEO, up to six (6) associate members, up to six (6) travel industry members, and up to six (6) tour operator members, shall be bus operator members or members of an association of bus operators. These terms shall be staggered so that approximately one-third of the seats shall expire each year. e) One permanent seat on the Board shall be reserved for the President/CEO and one seat shall be reserved for the person currently serving as the Chair of the Association s Marketplace Committee f) A minimum of six (6) seats on the Board of Directors shall be held by Enterprise members. A minimum of six (6) seats on the Board shall be held by Large Non- Fixed Route Bus Operators. A minimum of six (6) seats on the Board shall be held by Fixed Route Bus Operators. In addition, up to six (6) seats on the Board of Directors shall be filled by Associate members, and up to four (4) of those six (6) seats shall be filled by Associate members engaged in the manufacturing of buses. Also, up to six (6) seats on the Board of Directors shall be filled by members in the Travel Industry and up to six (6) seats on the Board of Directors shall be filled by Tour Operator members. The remaining seats on the Board of Directors may be held by any member who is a bus operator. The Governance Committee shall be directed to make reasonable efforts to meet these target figures for member group representation on the Board. g) Other than the President/CEO and the Chair of the Marketplace Committee, the term for each of these seats shall be three (3) years, which term may be renewed. h) By a majority vote, the Board of Directors may appoint one or more non-voting honorary directors. i) Up to four additional non-voting seats may be filled by members that are part of an entity that commonly controls more than one member; for the purposes of this subsection, commonly controls means owning or controlling a majority of the voting stock of a member. These additional seats, along with the President/CEO, the Marketplace Chair and any honorary directors, shall not count against the limit on the number of seats set out in subsection 2(c), above. Section 3. No member, including members affiliated with or commonly controlled by such members, shall have more than one seat on the Board of Directors, with the following 6

17 exceptions: a) The seat held by the Chair of the Marketplace Committee; and b) Those members that are part of an entity that commonly controls more than one member as set out in section 2(i) above, provided that a commonly controlled entity may have members with no more than one (1) voting and two (2) non-voting seats on the Board of Directors. Section 4. Any vacancy in the offices of the Association may be filled by the Board of Directors at any regular or special meeting of the Board. In the event of a vacancy on the Board of Directors, the Executive Committee may elect a person to fill such vacancy until the next annual meeting. Section 5. The business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by the members. Section 6. a) The Board of Directors of the Association may hold meetings, both regular and special, as the Board of Directors from time to time may determine. b) A meeting of the Board of Directors shall be held during or immediately following the Annual Meeting of the Association for the purpose of electing an Executive Committee and officers of the Association. There shall also be at least one other regular meeting during the year and such other meetings, as the Board deems necessary. Meetings may be called by the Chair of the Board and shall be called by the Secretary-Treasurer upon the written request of six members of the Board of Directors. At least ten (10) days notice of each regular meeting, and five (5) days notice of each special meeting, including the purpose for which it is called, shall be sent to each member of the Board of Directors. c) The notice shall be sent by United States mail, or facsimile transmission or otherwise as allowed by law. d) Notice of any meeting need not be given to any director, however if waived by him in writing. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all Directors shall be present there at. Section 7. a) At all meetings of the Board of Directors, one third of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. No proxies will be accepted on behalf of absent members. b) If a quorum shall not be present there at, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. c) Board members may not appoint substitutes to attend Board meetings in the absence of the Board member. Section 8. Any action required or permitted to be taken at any meeting of the Board of Directors 7

18 or of any Committee thereof may be taken by notation or voice vote if, in the opinion of the Chair of the Board, it is not feasible or practicable to convene a special meeting of the Board. Section 9. Any Director may be removed either with or without cause, at any time, by the affirmative vote of a majority of the members of record of the Association entitled to a vote, at a special meeting of the Association called for the purpose; and the vacancy in the Board caused by such removal may be filled by the members at such meeting. Any Director may resign at any time by giving written notice of such resignation to the Chair of the Board, the Secretary- Treasurer, or the President/CEO of the Association and such resignation shall take effect at the time specified in such notice. a) Each seat held by a Director on the ABA Board of Directors is specific to that person as an individual member company representative, but is also governed by their company s membership status and membership eligibility, and is conditional on the company remaining a member in good standing. Any vacancy as a result of a Director s removal or resignation will be filled by a vote of the membership through the annual election process; member companies may not substitute Directors at the company s request. b) Any Director whose company s membership status changes (e.g. transitioning from a nonfixed route bus operator to a tour operator that operates no vehicles; or transitioning from a tour operator to a travel industry attraction; or if the company is no longer an ABA member) will be asked to resign from the Board. Any Director who does so resign as a result of the company s membership status change, and whose respective company remains in good standing as an ABA member, may seek election for a new seat on the Board under the appropriate membership category during the following year s election cycle. Section 10. The Board of Directors, other than the President/CEO, shall serve without salary. Section 11. a) The Executive Committee shall consist of thirteen (13) Directors: the Chair of the Board, who shall serve as the Chair of the Executive Committee; the Immediate Past Chair of the Board; the Vice Chair of the Board; the Secretary-Treasurer; the President/CEO; and, eight (8) additional members of the Board. b) The Directors, who hold the positions of Chair of the Board, Vice Chair, Immediate Past Chair, and Secretary-Treasurer, while serving in such positions, shall serve on the Executive Committee as Officers. c) A series of succession shall be established to ensure the continuity of the leadership of the Executive Committee and the Board of Directors. At the expiration of their term of office, the Chair shall transfer the position of Chair to the then Vice Chair, and shall assume the position of Immediate Past Chair. d) The Chair, Vice Chair and Immediate Past Chair shall each serve for a term of three (3) years, but shall not be eligible for reelection to the same position at the expiration of their term. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement who may complete the unexpired term and then may serve an additional three-year term. e) The Secretary-Treasurer and the President/CEO shall each serve on the Executive Committee for a term of one (1) year and shall be eligible for reelection. 8

19 f) Three (3) members of the Executive Committee, other than those identified in paragraph (a) above, shall be bus operator members, shall serve for a term of two (2) years and shall be eligible for reelection for a maximum of three (3) consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement whom may complete the unexpired term and then may serve up to three (3) additional terms. At least one (1) of these three (3) Executive Committee members shall be from each of the three (3) bus operator member categories set out in Section 13 of Article VII herein. g) One (1) seat on the Executive Committee shall be reserved for the Chair of the Association s Policy Committee or if that person otherwise occupies another designated seat, an active member of the Policy Committee shall serve in their place while the terms overlap. The person serving in the seat reserved for the Chair of the Policy Committee shall serve for a term of two (2) years and may be eligible for reelection without restriction. If for any reason this member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term. h) Three (3) At-Large seats on the Executive Committee shall be reserved for bus operator members, and one (1) At-Large seat shall be reserved for a Travel Industry member. These At-Large members of the Executive Committee shall serve for a term of two (2) years, and may be eligible for reelection to serve a maximum of three (3) consecutive terms, except that the Travel Industry member shall not be eligible for reelection to consecutive terms. If for any reason any such member of the Executive Committee is unable to complete their term, the Board of Directors shall elect a replacement to complete the unexpired term. Section 12. The Board of Directors shall establish minimum duties and performance standards for all Directors to meet while they serve on the Board. Failure to meet such duties or standards may subject a director to appropriate discipline by the Board, including dismissal from the Board before the end of the director s term. Section 13. For purposes of this Article, a) Enterprise Member means: (i) a bus operator that operates fewer than twenty five (25) buses, including but not limited to charter, tour, fixed route, commuter and special operations service; (ii) a member that provides passenger transportation service primarily using passenger vans; or (iii) a Tour Operator; b) Large Non-Fixed Route Operator means a motorcoach operator that operates twenty five (25) or more buses and that primarily provides non-fixed route service, including but not limited to charter, tour, commuter and special operations service; c) Fixed Route Operator means a bus operator that operates twenty-five (25) or more buses and that primarily provides intercity bus service over fixed routes on set schedules. ARTICLE VIII NOTICES Section 1. Notices to the Board of Directors and the membership shall be in writing and 9

20 delivered by such method as allowed by law. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Section 2. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE IX OFFICERS Section 1. a) The Officers of the Association shall be chosen by the Board of Directors and shall be a Chair of the Board, a Vice Chair of the Board, and a Secretary-Treasurer, all of whom shall be bus operator members of the Board, a President/CEO, and such other officers as the Board of Directors may deem advisable from time to time. b) The Board of Directors shall choose a Chair for a term not to exceed three (3) years but who shall not be eligible to succeed himself as Chair of the Board. During or immediately following each annual meeting of the Association the Board of Directors shall appoint a slate of other officers for such term as it deems desirable. Each officer so chosen shall hold office until a successor shall have been duly chosen and qualified or until the officer shall resign or shall have been removed from office. c) The hiring, salary, and salary increases of the employees of the Association shall be subject to the approval of the Chair of the Board. CHAIR Section 2. a) The Chair of the Board of Directors shall preside at all meetings of the members and at all meetings of the Board, and shall have general supervision over the officers of the Association subject, however, to the control of the Board of Directors. b) The Chair shall direct that all accounts of the Association be audited at least once per year by a certified public accountant and shall transmit such audit report to the Board of Directors. c) The Chair may delegate to another officer such of their authority, as they deem necessary. In case of the disability of the Chair or a vacancy in the office, the Vice Chair of the Board shall perform the duties of the Chair until the sitting Chair returns to office or until another Chair may be qualified and selected. VICE CHAIR Section 3. The Vice Chair shall serve as Chair of the Audit Committee and as a member of the Bylaws Committee, shall chair the meetings of the Board of Directors in the absence of the Chair, and shall perform such other duties as directed by the Chair as necessary or desirable to discharge the functions of the Association. PRESIDENT/CEO 10

21 Section 4. a) The President/CEO shall be the chief executive officer of the Association and shall assist the Chair of the Board in supervising the employees of the Association. b) The President/CEO may sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments, subject to the provisions of these Bylaws, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association; and, in general, he shall perform all duties incident to the office, and such other duties as from time to time may be assigned by the Board of Directors. c) The President/CEO shall see that all notices are given in accordance with the provisions of these Bylaws or as required by law; and shall be the custodian of the records and of the seal of the Association. The President/CEO shall see that the seal is affixed to all documents when use of the seal is required and authorized in accordance with the provisions of these Bylaws. d) The President/CEO shall have general responsibility for the financial transactions of the Association and shall render a statement of the conditions of the finances of the Association at all regular meetings of the Board of Directors and a full financial report at the annual meeting of the Association, if called upon so to do. The President/CEO shall have access to the books and records of the Association and may order a special audit of the accounts of the Association at any time deemed necessary. SECRETARY TREASURER Section 5. The Secretary-Treasurer shall arrange for minutes of the meetings of the Association and of the Board of Directors to be kept and shall have general oversight over the financial transactions of the Association. ARTICLE X COMMITTEES Section 1. The Chair of the Board shall have authority to appoint, with the advice and consent of the Executive Committee, such committees as are deemed necessary for the proper functioning of the Association. The members, including the chair, of each committee shall serve until relieved by order of the Chair of the Board. The Chair of the Board shall be ex-officio a member of each committee and shall be entitled to vote. Section 2. The duties of all committees shall be specified by the Board of Directors or the Chair. In performing their functions, such committees shall be subject to the directions and control of the Chair. Section 3. In addition to the Executive Committee, the Association shall have six (6) standing committees constituted as follows: a) Governance Committee -- Comprised of the Chair of the Board, the Vice Chair and the Immediate Past Chair of the Board who shall serve as the Chair of the Committee, and at least four (4) members of the Board appointed by the incumbent Board Chair. A majority of the committee members should have experience in the position of ABA Association Chair or Vice Chair; 11

22 b) Audit Committee -- Comprised of the Vice Chair of the Board, who shall serve as the Chair of the Committee, and at least two (2) members of the Board appointed by the Chair of the Board; c) Time and Place Committee -- Comprised of the Chair of the Board, and at least two (2) members of the Board appointed by the Chair; d) Bylaws Committee -- Comprised of the Vice Chair of the Board, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel. The Chair of the Board will appoint a member of the Committee as the Committee Chair; e) Ethics Committee -- Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, at least three (3) members of the Board appointed by the Chair of the Board, and the Association's General Counsel; f) Finance and Budget Committee Comprised of a member of the Executive Committee who shall serve as Chair of the Committee, the Association s Secretary- Treasurer, and at least three (3) members of the Board appointed by the Chair of the Board. The Chair of the Committee shall also serve as a member of the Executive Committee, either as the Association s Secretary-Treasurer or in another seat. 12

23 ARTICLE XI CONTRACTS, CHECKS, BANK ACCOUNTS, AND EXPENDITURES Section 1. The President/CEO and any person designated by the President/CEO may make or authorize to be made capital expenditures, investments or advances, execute contracts or leases, establish or increase salaries, and make or authorize retirements and sales of capital items, writeoffs of accounts and settlements of claims in such manner and subject to such limitations as shall be determined from time to time by resolution of the Board of Directors. Section 2. All funds of the Association shall be deposited from time to time to the credit of the Association with such banks, bankers, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents or the Association to whom such power may be delegated from time to time by the Board of Directors. ARTICLE XII SEAL Section 1. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Association and the words "District of Columbia" and the year of its incorporation. ARTICLE XIII FISCAL YEAR Section 1. The fiscal year of the Association shall end on the 31st day of December of each year. ARTICLE XIV SANCTIONS FOR VIOLATIONS OF THE ASSOCIATION'S CODE OF ETHICS AND ASSOCIATION POLICIES Section 1. Subject to the provisions of Section 3 of this article, any member of the Association may be censured, fined, suspended, or expelled, or any of the privileges of membership may be withdrawn, for the following violations of the Association's Code of Ethics and Association policies: a) Misappropriation of funds deposited with or entrusted to a member of the Association by another member or by a person having a business relationship with the bus industry; b) Willful and wrongful refusal to pay for services rendered by another member or by a person having a business relationship with the bus industry, or a willful refusal to make arrangements for payment of such services; c) Wrongful failure to provide transportation or related services, as promised, and failure to make prompt restitution for any breach of a contractual obligation; d) Willful violation of Federal or State laws pertaining to the regulation of the intercity bus industry, including rules and regulations promulgated by the U.S. Department of Transportation, or applicable country laws, or; e) Systematic violation of rules, regulations, and policies of the Association. 13

24 Section 2. Charges of violation of the Association's Code of Ethics shall be presented to and reviewed by the Ethics Committee. Section 3. The charges shall be referred to the Association's Ethics Committee, and the respondent shall be informed of the nature of the charges. Such notice shall be given by registered mail and shall advise the respondent of their right to appear and to be represented in person or by counsel before the Ethics Committee. The Committee, under procedures prescribed by the Board of Directors, and with opportunity for the respondent to be heard orally and in writing, shall determine the appropriate disciplinary action, if any, to be taken and shall explain its reasons in writing. The action of the Ethics Committee may be appealed within fifteen (15) days to the Board of Directors. Either the Board or the Executive Committee acting in its stead may decide the appeal, and such decision shall be final. The provisions of this section shall also govern the disposition of objections or complaints to applications for membership and complaints alleging that a member is no longer eligible for membership. Section 4. When disputes among members and between members and the general public cannot be resolved by agreement, the President/CEO shall encourage the parties involved to submit the matter to arbitration by the American Arbitration Association. ARTICLE XV SUSPENSION OR EXPULSION OF MEMBERS Section 1. The President/CEO shall have authority to suspend or expel any member for nonpayment of dues, lack of compliance with the applicable or prescribed national/state/provincial regulations, and enforcement of violations of the code of ethics, these bylaws and association policies. ARTICLE XVI AMENDMENTS Section 1. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting at which there is a quorum, provided notice of proposed alteration, amendment or repeal of the proposed Bylaw be included in the notice of such meeting. ARTICLE XVII SUPREMACY OF LAWS AND ARTICLES OF INCORPORATION Section 1. Nothing in these Bylaws shall be deemed to contravene any applicable provision of law or of the Articles of Incorporation. 14

25 1. through routes; 2. mileage guides; 3. rules; 4. reclaim formulas and procedures; 5. terminal facility locations and facility accessibility features; and 6. the procedures for joint consideration, initiation or establishment of the matters in 1 through 5, above. This limited immunity from the antitrust laws applies only if certain legally required procedures are used for the discussions and process of evaluation at NBTA meetings. Accordingly, NBTA meetings to consider such issues in a collective format may be conducted only in compliance with these procedures. These procedures will be reviewed by NBTA staff and, if necessary, by NBTA counsel prior to each meeting at which these subjects will be reviewed. D. Pooling Agreements. Individual member companies may also receive immunity from the antitrust laws to discuss and enter into agreements to pool or divide traffic, services, or revenues. These discussions must be intended and designed to lead to an agreement that will be submitted to the Surface Transportation Board of the U.S. Department of Transportation for approval. E. Vendor-Vendee Discussions. In some circumstances, it may be acceptable for member carriers to form buying cooperatives to purchase products or services jointly from industry vendors. These collective discussions and agreements are, in general, acceptable under the antitrust laws, although they should be reviewed with counsel as to the structure and method of implementation. AMERICAN BUS ASSOCIATION AND NATIONAL BUS TRAFFIC ASSOCIATION ANTITRUST GUIDELINES It is the policy of the American Bus Association ("ABA") and the National Bus Traffic Association ("NBTA") to conduct their operations in strict compliance with the antitrust laws. No ABA or NBTA activities shall create even the appearance of a violation of the letter or the spirit of the antitrust laws. These antitrust guidelines shall apply to all meetings of the ABA and NBTA, including committee meetings, and in connection with any social and other informal gatherings incidental to ABA or NBTA-sponsored meetings or activities. Members should be especially careful to observe these antitrust guidelines at informal gatherings and in discussions outside of the formal ABA or NBTA meetings. Most often, problems under the antitrust laws arise not in scheduled meetings but in discussions that occur outside the meeting setting. Members should not engage in improper discussions either inside or outside the formal industry meetings. 1. Meetings shall be held only when there are proper items of substance to be discussed which justify a meeting. Prior to every meeting, a written agenda and notice of the meeting shall be sent to every member of the group scheduled to meet. The agenda shall set out the topics for discussion, and may, if necessary, be reviewed and approved by counsel prior to distribution. 2. Participants at the meeting shall adhere to the topics listed on the agenda. 3. Minutes shall be kept at every formal meeting, and written copies of the minutes shall be distributed to each participant at a meeting. 4. An ABA staff member shall attend all meetings. It may also be appropriate for ABA counsel to attend some ABA committee meetings, including meetings of the Board of Directors and the Executive Committee.

26 5. A copy of these antitrust guidelines shall be made available to all participants at all ABA and NBTA meetings. 6. If a member raises a subject of doubtful legality for discussion at a meeting, he or she shall be told immediately that the subject may not be a proper one for discussion, and consideration of that issue shall cease. The particular subject will be referred to counsel, who will advise on the propriety under the antitrust laws of consideration of the subject by ABA. UNACCEPTABLE TOPICS OF DISCUSSION In general, discussions at any meeting, "rump session" or social gathering that constitute or imply an agreement or understanding concerning the following topics, are strictly prohibited: * prices, discounts, or terms or conditions of sale; * profits, profit margins, or cost data (including wage and salary rates, equipment prices, or other actual elements of costs); * market shares, sales territories, or markets; * allocation of customers or territories; * selection, rejection, or termination of customers or suppliers; * refusal to deal with suppliers, customers, or other competitors; * restricting the territory in which a company may provide products or service; * any matter that is inconsistent with the proposition that each member company of ABA or NBTA must exercise its independent business judgment in pricing its services, dealing with its customers and suppliers, and choosing the markets in which it will compete. EXCEPTIONS TO THE GENERAL RULES REGARDING UNACCEPTABLE TOPICS OF DISCUSSION There are several exceptions to the prohibition on discussing the above topics: A. ABA Government Affairs Activities. ABA's members may jointly discuss and implement ABA's government affairs policies. ABA members may be allowed to discuss the above topics in the context of a legitimate effort to affect legislation or regulatory policy of the government, and to work together towards these goals. B. Industry Data Collection. ABA and NBTA may collect historical information from members on operations, costs, revenues, use of technology or equipment, and other matters, for preparation of industry studies or the publication of statistics relating to the industry as a whole. C. NBTA Collective Activities. NBTA may publish and distribute guides outlining certain standardized industry practices, related to the transactions and procedures necessary for the operation of the Interline Revenue Clearinghouse. Those discussions which are intended and designed to facilitate the coordination and operation of interlining passenger service providers may be acceptable on a limited basis, provided that competitive terms are avoided. These acceptable topics include: * bidding or refraining from bidding to provide products or service; or

27 MINUTES Section Contents: 2016 Fall Board Meeting Minutes

28 BOARD MINUTES ABA Fall Board Meeting September 26-27, 2016 Mackinac Island, MI Members in Attendance D. Anderson C. Anzuoni E. Berardi, Jr. B. Blankenship H. Blunt L. Burtwistle M. Butts M. Coffman M. Colborne B. Cole D. DeVivo W. Dickinson D. Eaton Members Not in Attendance C. Beckwith D. Cornell E. Fickett A. Glickman Guests & Speakers A. Berardi B. Borwege C. Cushman M. Grundman P. Lloyd Staff E. Braendel L. Brewer M. Hinton R. Eyre A. Fiorini T. Fischer B. Foley F. Henry B. Henton J. Jalbert T. JeBran C. Lentzsch G. Mackay J. Meier J. Miller R. Moore S. Haddad S. Lee TJ Morgan T. Morgan M. Power K. Scopetti W. Shepler M. Trageser F. Tremblay M. Manousoff P. Pantuso S. Rohde C. Morris D. Moser P. Pantuso S. Parr-Brooks J. Percy, Jr. K. Sanders C. Shepler L. Spruill S. Woelfel C. Young, Jr. P. Picknelly P. Raygorodskaya A. Spence F. Tedesco K. Webb M. Young P. Ziska R. Schweitzer 1

29 Opening Remarks ABA Chairman John Meier welcomed the board to the Grand Hotel on Mackinac Island, MI, recognized several guests in attendance, and thanked ABA Board Member Chris Shepler and Executive Vice President and Managing Director of the Grand Hotel Ken Hayward for their assistance in arranging the meeting. Mr. Meier played a video commemorating Peter Pantuso s 20 th anniversary at ABA, which was followed by remarks from Mr. Pantuso. Mr. Shepler and Mr. Hayward addressed the board and discussed their companies operations. Approval of the Previous Meeting Minutes A motion was made to approve the minutes from the May 5-6, 2016 ABA Spring Board Meeting at the Washington Marriott Georgetown in Washington, DC. The motion was seconded and carried. President s Report ABA President & CEO Peter Pantuso covered the following subjects during his report: ABA staff is at full capacity with four new hires: Ashley Bowen (Membership Coordinator), Melanie Hinton (Director of Communications & Media Relations), Jon Degner (Legislative and Communications Associate; Political Action Committee Manager), Zoe Deloglos (Special Projects Coordinator, to assist with the Foundation). ABA is also exploring hiring someone with bus expertise part-time. Overview of the budget: we are on target this year and should net $160,000 at the end of the year, not including investments. No significant new expenses were incurred this year. ABA will continue to retain its outside government affairs consultants. ABA had a very good Marketplace and the net profit was higher than anticipated. ABA has re-branded Marketplace as ABA s Annual Meeting & Marketplace and is showing potential attendees that there is much more to the meeting than the marketplace aspect. ABA s Annual Meeting and Marketplace will be in Cleveland in 2017, Charlotte in 2018, and Louisville in The Louisville convention center will be completely re-built. ABA s bid specs moving forward will be much more favorable to the host cities. 2

30 ABA has been exploring ways to attract younger and unique buyers, and the impact of technology on the industry. Membership growth is strong, and the target set for 2016 is 500 new members. 300 members have been added so far, compared to 330 in total in ABA has started a new plus program that is focused on management companies and hotel groups. 170 new members are part of the plus program. The Government Affairs and Policy team continues to do outstanding work and operate very cohesively, and has been very active on the Hill and with regulatory issues. BusPAC money is being used very strategically. ABA remains under attack by DOT on issues such as lease and interchange, issues in California, and other pending regulations. ABA has been very successful in fighting initiatives that are detrimental to the industry. ABA s new Director of Communications & Media Relations Melanie Hinton has been very involved in all aspects of the association and the ABA Foundation. The ABA Foundation held a productive meeting earlier in the day, and is working closely with Cone Communications and John Dunham & Associates on developing new communications, branding, and research initiatives. ABA remains very active at state bus association meetings and meetings of the travel and tourism industry. ABA wrote off GroupConnect last year, which remains a useful tool in its new format that the association is working to promote among operators. ABA will attend a meeting in November during the OMCA meeting to determine how to move the project forward or make a significant change to it. Taking a piece of the transaction is likely the best opportunity to raise revenue. The Motorcoach Marketing Council had a board meeting several weeks ago and has been doing a great job at getting their message and customizable materials out. Counsel s Report ABA General Counsel Rick Schweitzer reminded the attendees that the meeting would be conducted under the ABA antitrust guidelines and reviewed the prohibited topics therein. Mr. Schweitzer gave the board an update on California Senate Bill 247 that was introduced as a result of a FedEx truck crashing into a charter bus. Legislation was developed to address a 3

31 perception that safety enhancements to the coach may have mitigated the effects of the crash, based on several NTSB recommendations. The Bill would have required the California Highway Patrol to develop regulations only for charter buses designed to carry over 39 passengers. These regulations would have required a second emergency door, windows that remain open during emergencies, emergency lighting fixtures that turn on after impact, and emergency signage. Bus manufacturers and California Bus Association operators met with the proponents of the legislation and were reasonably successful in getting them to back down on several these items. ABA was asked to assist on the federal level with federal pre-emption. ABA provided a preemption analysis to the bill s sponsor and had a successful meeting with the NHTSA chief counsel and FMCSA staff in August. NHTSA agreed with the pre-emption analysis and the need for uniform federal standards in this area. The bill has been revised and has been sent to the governor on August 31 st. The bill was signed into law on September 27, It only requires emergency lighting that lights up in the event of a collision, for buses manufactured after July 1 st, If NHTSA decides to regulate in this area, that provision would be pre-empted to the extent that it is not identical with what NHTSA comes up with. The bill also requires a pre-trip passenger safety announcement or video on emergency exits and the use of seatbelts. ABA considers this a win. Tour & Travel Council Report Bryan Cole provided the Tour & Travel Council report. The council held a lively in-person meeting earlier in the day. SYTA held an annual conference in Orlando in August, featuring a panel discussion led by Peter Pantuso on changes occurring regarding electronic logging, what they mean for the future, and how operators can address their itineraries. o ABA will host a webinar for tour operators to bring them up to speed on the issue. Driver shortages and the effect on the industry were discussed. State and local connectivity issues were discussed as well as the tourism factors involved when there is a crisis (such as boycotting) that affect the bus and travel industries more than others. Government Affairs and Policy Report ABA Vice President of Government Affairs and Policy Suzanne Rohde gave an update on the upcoming presidential and congressional elections, provided an overview of the ABA policy summit meeting held in July, and reviewed a multitude of legislative and regulatory issues highlighting key victories for ABA. The two significant victories she mentioned concerned the 4

32 legislation from the California State Legislature and the FMCSA final rule on lease and interchange of passenger vehicles. Below is a more detailed summary of her report: California legislation amended to delete preempted provisions concerning bus design, as noted in the counsel s report Lease & interchange rule o In March, the compliance date was delayed from January 1, 2017 to January 1, o On August 31, FMCSA announced that they would reconsider the rule, and that reconsideration would be limited to the four areas that ABA brought up specifically: Use of the word charter Locations of markings 24 hour notification requirement Expanding the 48 hour delay to prepare a lease when passengers are not on board o FMCSA believes that the rule will be revised before January 1, o Language was added to the House and Senate 2017 transportation appropriations bill reports, putting pressure on FMCSA to revise the rule. o Roundtable meeting will be held October 31 as initial step to revise the rule. FAST Act Update o Tolling and HOV provision ABA is working with Federal Highway to establish guidance so states are aware of the provision and adhere to it. Federal Highway has identified roughly 200 facilities that would be subject to the guidance that will be issued. o U.S. DOT is assembling the National Advisory Committee on Travel and Tourism Infrastructure, and ABA nominated Peter Pantuso for membership. Expecting to here results of the nominations in late October. o CSA Reform the FAST Act required FMCSA to commission the National Academies of Sciences (NAS) to do a study on the efficacy of the CSA program and make recommendations. The NAS has held two open meetings on the topic and a third meeting is scheduled for December. By law, the study is to be completed by mid FY 2017 Appropriations ABA language on Lease & Interchange rule was added to both the House and Senate transportation appropriations bill reports. Language was also added to the House bill to withhold FMCSA funding to proceed with the Safety Fitness Determination rulemaking. The Senate Homeland Security appropriations bill includes $3 million for the intercity bus security grant program; however, no funds are included in the House bill, and GAP continues to advocate for inclusion of the $3 million in a final appropriations measure. 5

33 o Appropriations bills the House and Senate have both moved all 12 appropriations bills, but none have been signed into law. o Congress passed a short-term Continuing Resolution to fund the Government through December 9 th, and expects to complete during a lame duck session either a comprehensive omnibus package, several mini-bus bills, or another long-term CR, to fund the Government into the start of the new Congress. Aviation Reauthorization ABA s goals are to improve airport access and to look for opportunities to expand the essential air service program to a broader transportation program. Regulatory Update o Entry-level driver training final rule proposal is currently at the Office of Management and Budget and is expected to be out soon. o ANPRM on sleep apnea FMCSA s Medical Review Board (MRB) met in August and has revised their recommendations. ABA advocacy helped to gain flexibility in the MRB s revised recommendations. o OSHA final rule requires electronic reporting for injury and illness. Retaliation provisions have already gone into effect. o Department of Labor final rule on overtime pay this rule affects compensation for administrative workers and professionals; not drivers. It is currently under legal challenge. o Department of Justice issued a notice for comment on a partial settlement of the Volkswagen issue. o Notice about an FMCSA crash preventability program ABA is opposed to the proposal and filed comments in September. The standard of evidence to challenge a crash is excessively high, and the list of the types of accidents that could be challenged is narrow, DataQ process inefficient. o Treasury/IRS NPRM on valuation discounts concerns estate and gift tax planning, significant impact on family business succession plans consult your financial advisor. ABA will file comments in opposition. o EPA final rule on greenhouse gas expected to be finalized; the impact on ABA members is unclear, will affect OEMs initially. o FMCSA notice on pre-trip safety information Agency updated its guidance for voluntary action, to include proper seatbelt usage. o Joint NHTSA/FMCSA NPRM on speed limiters open for comment, ABA will initially request an extension of time, in unison with trucking interests, and will prepare comments in opposition for submission either for the initial deadline or an extended one. o FMCSA published a final rule dealing with windshield mounted technologies FMCSA is permanently allowing exceptions to mount items in areas that were 6

34 previously prohibited, and a list of the types of technologies that can be used has been refined. Overview of the ABA July Policy Summit and issues ABA will pursue in the next Congress, Bus Industry Safety Council (BISC), BISC West, and Bus Maintenance and Repair Council (BusMARC) meetings and an outlook to winter meetings. Additional discussion was had on research needs that could also be used by Government Affairs and Policy staff ABA Foundation Report ABA Foundation Chairman Doug Anderson provided the ABA Foundation (ABAF) report. Strategies with John Dunham & Associates (research) and Cone Communications (marketing) continue to be developed. YTD Current revenue is $168,000 and expenses are $161,000. $5 million in investments/reserves. The Board of Governors is very engaged. The board has been expanded for 2016 and will likely be expanded again in Administration of the Foundation has been assigned to Matt Manousoff with assistance from Zoe Deloglos. Staff are currently brainstorming new initiatives such as tiered annual giving. Cone Communications is working on an ABA Foundation awareness survey as well as messaging for the Investing In Our Industry (research) and Fund a Future (scholarship) campaigns. Cone Communications recently completed a baseline media audit. Messages will be reviewed and refined in advance of ABA s Annual Meeting and Marketplace ABAF research will begin to be tied into government affairs efforts. Current and potential research projects include: o Motorcoach Census o Economic impact studies o Hours of service/pay systems o FLSA driver compensation o Entered discussions on safety-related research The ABA Foundation Board of Governors voted to streamline the messaging for the annual auction by having 100% of funds received from Marketplace, including the auction donations, to be allocated towards the scholarship program. The Board of Governors voted to double 17 of the 21 scholarships from $2,500 to $5,000 each. The $10,000 scholarship will be decreased to $5,000. 7

35 An inconclusive discussion was had regarding potentially changing the Marketplace Gives Back program because it competes with ABAF fundraising. ABA Vice President of Government Affairs and Policy spoke on the importance of conducting industry research to defend and justify ABA policy positions, particularly regarding safety. BusPAC Committee Report Suzanne Rohde delivered the BusPAC report. The 2016 fundraising goal was set at an ambitious level of $100,000 for We have currently received $66,739 this year, with an additional pledge of $5,000 outstanding. As of the Board meeting, we spent $66,000 on 60 events. Staff has been testing different mediums of communication to see which are most effective. Staff has been cleaning up records, reviewing old data, and targeting lapsed donors The goal for the ABA Board is 100% participation by eligible board members. We are currently at 75%. o Several board members have increased their contributions over last year o Several board members have yet to contribute Many ABA staff members have contributed this year as well, with ongoing contributions carrying through to the end of the year. New initiatives: o Re-designed brochure o Welcome package o BusPAC Brief quarterly newsletter o Made improvements to the website, including the ability to both opt-in and contribute from the same page Environmental Committee Report Peter Pantuso presented the Environmental Committee report in TJ Morgan s absence. ABA will arrange a conference call with the committee the Green Spirit Award and will work with the University of Vermont on a webinar targeting drivers to not idle needlessly. 8

36 Finance and Budget Report ABA CFO Eric Braendel provided the Finance and Budget report. ABA is finalizing a deal with its subtenant to provide them additional space in our office and hopes to complete a new five-year lease beginning in January ABA s 2016 revenue through Aug 31 is $5,527,000, a decrease of $64,000 over the same period last year. Membership revenue is higher than last year, Marketplace income is roughly the same, and publications revenue is lower due to a decrease in advertising income from the ABA Insider and Equip. ABA anticipates falling short of the budgeted publications revenue by $150,000 by the end of the year, however some expenses will also be less. Total expenses through August 31 were $4,402,000, an increase of $175,000 over Increased expenses are due to budgeted lobbying and legal fees within the GAP department. Membership and General & Administration salaries and fringe expenses are higher than the prior year, but were also budgeted for. ABA anticipates a net income of $150,000 by the end of the year. The budget for 2017 revenue is $6,467,000, a $65,000 decrease over the prior year. Expected revenue for dues is increased, but is more than offset by the decrease in revenue for publications and ad sales. Revenue is not budgeted for Equip magazine and Top 100 because they have been discontinued. Total budgeted expenses for 2017 are $6,253,000, $100,000 lower than 2016, due to cancelling Equip and Top 100. ABA has merged the retirement plans offered to its employees to reduce the plan administrative fees, and has switched plan administrators to Empower Retirement. A motion was made to adopt the 2017 budget. The motion was seconded and passed unanimously. Governance Committee Report Governance Committee Chairman Tom JeBran provided the Governance Committee report. Three board members are leaving the board o Frank Henry o Butch Beckwith o Brad Henton The slate of nominees was presented to the board: 9

37 o Daryl Johnson, J&J Tours o Bill Torres, DC Trails o Julia Conway, Big Bus Tours o Ben Blunt, Concord Coach Lines o Scott Henry, Martz Trailways o François Tremblay, Prevost o MCI will appoint someone to represent them by November Stephanie Lee is term-limited on the Executive Committee. The committee has nominated Chris Shepler to succeed her. Re-nominations to the Executive Committee: o Gene Berardi o Steve Haddad o Jim Jalbert o Craig Lentzsch o Ron Moore o Peter Pantuso ABA Foundation Board of Governors changes: o Members with expiring terms that would like to be re-nominated Bryan Cole Sara Hamlin Tara Hippensteel o New nominees Ron Bast, GoRiteway Jeff Goldwasser, LaFrance Industries Colleen (Miller) Laird, Blue Man Group Scott Riccio, NorthEast Trailways/NorthEast Charter & Tour Company Francis Tedesco, Academy Bus John Percy, Niagara Convention and Visitors Corporation During the Governance Committee call, it was suggested that the Tour and Travel representative s term on the Executive Committee be increased from one two-year term to three two-year terms. o This recommendation will be passed on to the Bylaws Committee for discussion Time & Place Committee Report Gene Berardi provided the Time & Place Committee Report 2017 ABA Annual Meeting & Marketplace Cleveland, OH 2018 ABA Annual Meeting & Marketplace Charlotte, NC 10

38 2019 ABA Annual Meeting & Marketplace Louisville, KY 2017 Board Meetings o Winter Cleveland, OH o Spring Washington, DC o Fall Antwerp, Belgium 2018 Board Meetings o Winter Charlotte, NC o Spring Washington, DC o Fall potentially on the west coast There will not be an ABA Foundation Board of Governors meeting in Belgium. There may be a separate Foundation meeting within the US in Strategic Safety Committee Report Peter Pantuso discussed Strategic Safety Committee issues in Alan Glickman s absence. A full Strategic Safety Committee report was provided as part of the board meeting materials. The 2016 Bus Industry Safety Council meetings were very successful this year. o ABA held a BISC Summer Meeting as well as a BISC West Meeting o Surveys show that attendees were pleased with the meetings 2017 BISC expenses were $80,000, and revenue was $35,000. The committee held a conference call several weeks prior to the board meeting. The idea was put forward to use the Strategic Safety Committee and BISC to better analyze bus accidents. This idea was challenged by several board members and will be discussed further in the future. CDL testing in states was a topical issue in the spring and remains a concern and focus for the committee. A group out of Louisiana is working with BISC members to develop a curriculum for an Entry Level Driver Training program being developed by DOT. The program should be completed by January and presented at the Winter Board Meeting. The full report is attached 2017 Marketplace Update Marketplace Chairman Brad Henton provided the Marketplace Update. 11

39 ABA s Annual Meeting and Marketplace 2017 will take place from January in Cleveland, OH The city of Cleveland is fully engaged, and is very excited to showcase a revitalized Cleveland to the motorcoach industry Appointment requests are underway 11 sightseeing tours available 7 FAM tours available Registration is on par with previous years Expanded online registration opportunities Several improvements have been made to the app, and a download day will take place in advance of the event. Additional educational opportunities will be available Sponsorships are strong. Many sponsors have returned, and there currently four new sponsors. The first Marketplace Advisory Committee meeting will take place a week after the board meeting. Options for the Marketplace Gives Back program will be presented to the committee to then bring back to ABA leadership. Several board members have asked how they can help, and Brad provided some suggestions: o Adopting the new branding o Download the app o Volunteer Marketplace Strategic Planning Committee Report Lynn Brewer provided the Marketplace Strategic Planning Committee report in Chairman Steve Haddad s absence. One of the committee s most important goals is making sure that the event is more than just appointments. The re-branding process has begun, beginning with officially changing the name of the event to ABA s Annual Meeting and Marketplace. Cleveland has a brand new, underground convention center and beautiful, newlyrenovated hotels nearby. There are several exciting evening events including the Rock and Roll Hall of Fame. The Marketplace Advisory Committee has a lot of new members, and some from underrepresented regions such as Canada and the west coast. A strategic planning meeting was held in May. 12

40 Lynn pointed out that ABA used to raise a lot of money for Marketplace Gives Back because events were held to help promote the charity. When ABA stopped holding these events, it became more difficult to raise money for charity, unless the charity has a retail component. Meetings, Education, and Membership Report Lynn Brewer provided the Meetings, Education, and Membership report. Tour operator growth is strong, with 27 new motorcoach and tour operator companies registered to take appointments at ABA s Annual Meeting & Marketplace. NTA will hold two conventions next year. ABA has been reaching out to millennials and other buyers and has seen younger people attend ABA s Annual Meeting & Marketplace each year. ABA has made several improvements to its app: o The app is the only app in the industry that shows attendees their appointment schedule o Members can look at their past appointment schedules o ABA will hold a Download Day in December to encourage attendees to download the app o 25% of attendees used the app last year, and ABA is hopeful that this will increase to 50% this year ABA s Annual Meeting and Marketplace is the only meeting in the industry that provides free Wi-Fi. ABA has been re-thinking the way it sells and packages sponsorships, with a large new sponsorship package having been purchased by Cleveland-based insurance company National Interstate. Education Bites (mini education sessions) have been expanded from 4-5 throughout the entire meeting to 6 per day. Marketplace speakers will either do education bites or webinars before/during the events. Keynote speaker for Marketplace ABA is currently in discussions with potential speakers to give the show a wow factor. The annual meeting will be moved to after the executive committee meeting on Saturday. Mike Butts provided an update on the gender identity issue in Charlotte in advance of Marketplace o Other conferences have not seen the decline in attendance that was anticipated o The issue is in the hands of the courts o Could potentially be repealed after the election ABA s member renewal rate is 88% compared to an 82% industry average. 13

41 ABA has seen fewer travel industry members decide against renewing this year compared to the past, and has been working on initiatives to add value to retain this segment. ABA s membership goal in 2016 is 500 new members. o 337 new members have joined in 2016 as of the board meeting o ABA has been working with consultants and other groups to grow membership Radar Issues The following issues were discussed: o Undertaking a new strategic planning exercise The last strategic plan was created in 2011 The industry has changed significantly in the last five years, and it is anticipated that the industry will change even more rapidly in the future, so it may be worthwhile to conduct another strategic planning exercise. ABA should potentially hire a consultant to study the industry o Getting younger industry professionals involved in ABA through offering additional opportunities at board meetings and/or Marketplace. o The potential for autonomous buses in the future o Online booking The Board went into closed session. The meeting was adjourned. 14

42 #19 Mackinac, MI Board Meeting September 2016 STRATEGIC SAFETY COMMITTEE CHAIRMAN S REPORT TO THE ABA BOARD By: Alan Glickman Chairman Strategic Safety Committee Date: September 2016 Stephen Evans, our current BISC Chairman has provided his Chairman s report to the ABA Board. A copy of his report is in your board material. The report covers the recent summer BISC meeting, the first BISC West meeting held in July at California Bus Association in Ontario, California, along with a preview of the upcoming BISC winter meeting at Marketplace in Cleveland, January Steven s report highlights bus fire prevention which BISC addresses at every other BISC session in addition to the hot safety topics motorcoach operators are facing. We are pleased with the success of the first BISC West session and look forward to continuing BISC presence for our west coast operators and for operators who may not be ABA members. There is the possibility of California Bus Association operators, who are not ABA members, joining BISC and eventually ABA. California Bus has invited BISC to host a second safety session in We are looking forward to the BISC winter meeting which will highlight technology as it relates to motorcoach safety. The summer meeting will be June 14-15, 2017 back in Baltimore. Remember, all BISC minutes including the minutes of our two general sessions, the BISC Executive Committee, and all BISC committee meeting sessions are on our ABA website. These minutes will provide you and your safety staffs with timely, valuable, safety and regulatory information that may not be found elsewhere. 15

43 BISC BUDGET: Projected revenue is expected to come in at approximately $45,000 for the year; $5,000 under budget. Expenses should approximate $80,000 which is substantially under budget due to savings on travel and meeting costs. Net investment made by ABA should approximate $35,000 which is positive to budget by approximately $35,000 considering that we budget a $70,000 net cost to ABA to operate BISC. The year to year variances in revenue is due to changes in sponsorship dollars. Vendor sponsorship is a big piece of the BISC s revenue. We continue to look for sponsors. Let me, Brandon, or Alan know if you have potential sponsors or if you want us to target someone you feel may be interested in being a sponsor. At the recent SSC teleconference two weeks ago we briefly discussed a possible role for ABA to play that relates to serious crashes. Discussion centered around the type of accidents that would be of interest along with the type of vehicle. We are looking to the Board to give us direction on both fronts the type of serious accident and whether we should limit the commercial vehicles to be included to just include O.T.R motorcoaches, line, charter, or if we include transits, small vehicles, vans etc. (Ask for Discussion?) We discussed the possibilities of deploying the ABA foundation for research on bus accidents, possibly partnering with the appropriate DOT agency. Doug Anderson raised the idea of asking DOT to provide accident statistics to assist the foundation in its research, if the foundation will be addressing bus accidents. Following the SSC call, Buddy Young ed a few of his thoughts that I want to mention. He stated that all serious motorcoach crashes should be reviewed for lessons learned. On the topic of CDL testing, Buddy suggested one of the items that keeps coming up is breaking up the CDL testing process into blocks or sections, where an applicant will initially be tested on all blocks or sections. If an applicant fails a block or section, they would only be retested on that particular section. This will provide better time utilization of the limited number of testers and relieve the burden of being retested on the sections that were passed by the applicant. 16

44 Buddy also raised the concern that full time career drivers are embracing new technologies; however, part-time, non-career drivers who may not adequately know or remember how to use the new technologies effectively may possibly be at risk for driving distractions. I again encourage you to send your key safety people to BISC. If you wonder why Buddy Young and Ron Moore have been attending since the beginning, it is because both believe in the value they get, the associations they make, the audiences they have with our Regulators, and their being on the cutting edge of critical regulatory and legislative activity. Alan has asked me to mention that, if you would like, he will personally meet with new members you send to BISC and ensure they get the proper orientation and inclusion so they are comfortable and engaged. At BISC, we don t lose members, we continue to grow. We are not suggesting you support the BISC financially, we are simply suggesting that you will get more than your monies worth by joining BISC. Thank BISC sponsors Title Sponsor ABC Companies Additional and important sponsors: Lancer Insurance Prevost Bridgestone/Firestone National Interstate NIC Technologies Pacific Western Transportation JJ Keller Saucon Technologies TSX I want to thank Brandon for his leadership and hard work along with Stephen Evans our retiring BISC Chairman. 17

45 STAFF UPDATES Section Contents: ABA Organizational Chart President s 2016 Goals Executive Summaries of ABA Staff Reports

46 American Bus Association Current Organizational Setup National Bus Traffic Association ABA Foundation Staffing Support ABA President & CEO Staffing Support Eric Braendel NBTA President Eric Braendel, Matt Manousoff, Brandon Buchanan ABA Foundation President Vicki Osman, Melanie Hinton Peter J. Pantuso Zoe Deloglos *Interline Clearinghouse Services (202) *Fundraising Program *National Intercity Bus Directory *Scholarship Program *Annual Membership Meeting *Research *Board of Directors Meetings & Liasion *Board of Governors Meetings Florida Motorcoach Association Skal International USA Staffing Support Staffing Support Program Specialist Eric Braendel, Matt Manousoff Eric Braendel, Matt Manousoff Matt Manousoff Lynn Brewer, Jana Fields *Association Management (202) *Fullfillment House *Association Management *Web Services Special Projects Coordinator *Meetings Management *Communications Outreach Zoe Deloglos *Member Recruitment *Communications Outreach CFO Senior Director Senior Vice President Vice President Director ABA Publications NBTA Coordinator Member Services & Marketing Meetings, Education & Member Services Government Affairs & Policy Marketing, Communications Destinations Eric Braendel Vicki Osman Lynn Brewer Suzanne TeBeau Rohde & Media Relations Marketplace Today, (202) (202) (202) (202) Melanie Hinton Motorcoach Marketer Equip, Insider Accountant Director Senior Director Director Regulatory Affairs Baita Coly Membership and Business Development Sponsorships & Meeting Planning Ex. Dir. BISC Legislative and Communications YGS (202) Roderick Lewis Jana Fields Brandon Buchanan Associate; PAC Manager (202) (202) (202) Jonathan Degner Member Services Manager Manager, Policy & Ali Brewer Legislation (202) Andrew Newhart Meetings Registrar/Database Coordinator Membership Coordinator Brooke Abner Ashley Bowen (202) (202) Finance Dept. Member Services Dept. Meetings, Education, & Member Services Dept. Government Affairs & Policy Dept. Communications Dept. Publishing Dept. Overview of responsibilities Overview of responsibilities Overview of responsibilities Overview of responsibilities Overview of responsibilities Overview of responsibilities * General and administrative * Strategic marketing/branding * Event & logistics planning * Congressional relations * Organizational communications * Print editing, design, layout * Logistics/property/insurance * Membership development * Marketplace * Administration relations * Industry communications * Destinations Magazine * HR/personnel recruitment * Committee meetings * Lobbying * Image enhancement * The Motorcoach Marketer * Finance/bookkeeping/payroll retention * Board meetings * Legislative/issues tracking * Media relations * Top 100 * Tax filings * Member benefits/services * BISC meetings * Federal agency relations * Public relations * Marketplace Show Dailies * Audit Committee * Affinity programs/partnerships * BusMARC meetings * Federal grant programs * ABA Website * Advertising sales * Finance & Budget Committee * Supporting state associations * Special Events * Safety/enforcement alliances * ABA Classifieds * Online Advertising * Continuing education program * MAC Committee * Motorcoach industry research * ABA Webinars * Equip Magazine * CTIS Committee * Supporting state associations * The Insider * The Insider * Women in Buses * BUSPAC Committee * Bus Bulletin * Entertainer Motorcoach Council * Policy Committee * Hispanic Motorcoach Council * Strategic Safety Committee * BISC * BusMARC

47 President s 2016 Goals December 2016 Update

48 Goal(s) Measure of Success/ Target Performance (entered at start of year) Performance 1) Government Affairs and Policy - Develop the strategies to ensure that ABA achieves its legislative goals during transportation reauthorization - Work with the ABA Policy Committee to develop appropriate policies - Meet regularly with members of Congress, coalitions, the departments of Transportation, Homeland Security, EPA, OMB, the Administration, and others Regulatory Affairs - Work with the federal agencies responsible for bus safety including FMCSA, NHTSA, and NTSB - Work with other like-minded associations, organizations and coalitions on safety-related matters - Ensure that the GAP staff is fully engaged in the regulatory process and is networking with regulatory agencies. - Provide appropriate policy development, oversight, and staffing, including outside resources when needed, to achieve success -Advance legislation on sleep apnea, insurance and other related items to slow or enhance pending regulations - Hold regular meetings and calls with the appropriate departments and agencies that impact motorcoach operations and travel - Through BISC and BusMARC, help educate agencies on the operational realities of the motorcoach industry and be proactive regarding safety operations and equipment - Develop and/or work with coalitions - Continually increase participation at BISC and BusMARC - Provide comments to pending regulations and review final and proposed rules to see if ABA comments were adopted - Identify the list of MAP-21 pending and proposed regulations, those that have been adopted, those that moved to proposed regulations, and where ABA s input was considered Achievements 05/2016 Working diligently on the lease and interchange regulations, secured a oneyear extension of the enforcement provision and attempting to get report language in the transportation appropriations bills Worked with members and filed comments regarding curbside operators Met with FHWA and worked with members and counsel on the tolling provisions of the FAST Act-ensuring that OTRBs will be treated like transit buses for tolling purposes on federally funded highways Working with the Appropriations Committees in both the House and Senate to get an additional $3 million in security grants for the OTRB industry Met with the Deputy Secretary of Transportation to request a seat on the National Advisory Committee on Travel and Tourism Infrastructure a provision adopted in the FAST Act. Worked on provisions of the FAA reauthorization to reaffirm that OTRBs should have access to airports Prepared comments to and worked with members on the Safety Fitness Determination NPRM and asked members to send their own comments Held multiple conference calls on proposed regulations and when preparing 5 Outstanding 4 Exceeds 3 Target 2 Mostly Meets 1 Does Not Meet Weight 35%

49 comments in response to NPRMs or ANPRMs, preparing draft comments that members can use as well Held member discussions, prepared and filed comments on the Entry Level Driver Training NPRM Reviewing the high risk carrier definition, getting member input and preparing comments Worked with counsel on addressing the DNC s bus hiring practice for the convention in Philadelphia Hired a new manager with extensive hill and lobbying experience for the government affairs and policy department Prepared for ABA s first fly-in Working on a strategy and plan to increase BUSPAC giving Achievements 09/2016 Achieved success on Lease and Interchange when FMCSA announced in September that it will revise the rule and initiate a new rule making on the issue Fully supported California motorcoach operators in all efforts to defeat or modify SB 247, requiring significant changes to motorcoaches, by hiring counsel, meeting with NHTSA and working with Senator Lara s office. Final legislation contained no structural changes to vehicles but included modifications to signage and announcements Prepared comments for 9 rulemakings including: Safety Fitness Determination; Definition of Curbside; ELDT; Obstructive Sleep Apnea; Window Glazing; Crash Preventability; and others. Held a briefing with 20 senior FMCSA staff to make them aware of the motorcoach industry, trends, challenges and operations Continued to work with appropriators in an effort to secure funding for bus security Held a successful summer GAP committee meeting with several Board members to review and refine or modify ABA s policies Held meetings with FHWA to clarify the provisions in the FAST Act regarding tolling buses on federally funded toll roads Worked extensively with members of Congress and others to try and get a seat on the National Advisory Committee on Travel and Tourism Infrastructure which was created in the FAST Act

50 Achievements 12/2016 Was appointed to the National Advisory Committee on Travel and Tourism Infrastructure by Secretary Anthony Foxx, and participated in its first meeting Met with and prepared comments and candidates for the Trump transition team in an effort to provide input into the process and include the motorcoach industry in future activities Repeatedly served as a valuable resource to member lobby firms, the American Highway Users Association, and to other organizations Met with newly elected members of Congress through meet and greet opportunities Since November 8, supported reelected members of Congress through ABA s BusPAC including Congressman Richie Neal, who was just elected ranking member of the House Ways and Means Committee, and began to consider fundraisers for 2017 Began the process of getting ready for the 2017 fly-in by putting together the schedule, identifying speakers and interviewing firms that can coordinate the fly-in activities Participated in hearings in NYC on parking and idling Continued raising funds for BusPAC and hit a record of nearly $85,000 Cancelled the Van Scoyoc contract so that we can be more flexible and targeted, using consultants where and when needed who have the appropriate reach and focus Renegotiated the Capital Tax Partners contract to monitoring and the ability to fully engage the CTP staff when needed Worked with the GAP Committee and key Board members to issues for 2017 including the impact of various taxes on the industry and the need to keep focused on the fuel tax rebate

51 Goal(s) Measure of Success/ Target Performance (entered at start of year) Performance 2) Meetings and Conventions - Make certain that Marketplace continues to be the dominant industry group travel show - Identify the trends and changes to the market that can have an impact on Marketplace net revenue - Create opportunities to enhance the perceived value of Marketplace to attendees - Achieve financial success by increasing attendance and sponsorships, and holding/reducing costs - Continue to look at opportunities to attract additional groups to be a part of the show and look at opportunities to merge shows - Secure cities to host Marketplace for Membership - Expand the membership - Look for additional opportunities to get ABA s message in front of existing members and prospects Communications and Publications - Develop a broad communications vision that supports all aspects of ABA and has a marketing focus - Maintain active relationships with trade and national media and communicate regularly on issues of interest - Continue to provide media support to all members and the motorcoach industry when significant events (accidents) or other crises occur - Complete and launch the ABA website redesign - Oversee all ABA publications, ensuring that content is member-driven and valued, and that advertising for all publications trends upward - Work with the Strategic Marketplace Committee and staff to continue to grow Marketplace participation and maintain or grow net revenue - Continue to provide a Marketplace that creates perceived value for attendees - Begin to use technology, education, speakers, etc. to create a must attend atmosphere for operators and suppliers - Attract more overseas buyers to Marketplace - Attend state and affiliate association meetings, especially where opportunities to present are available - Review the direct and indirect impact on ABA membership of including participation of outside organizations and ABA councils - Make certain that ABA affiliate organizations are part of the membership strategy - Work with database vendors to see what new systems can be put into place and how quickly, and push TEAM to make changes - Regularly reach out to the bus and travel trades and national transportation media and get stories placed - Being available 24/7 and calling companies when we are aware of an accident - Reach out to other associations to look at communications programs that might be a model for ABA - Provide comparisons of web traffic for the old and new ABA websites - Work with publisher to increase net revenue, monitor their success, and make changes if necessary - Continually provide updates on net revenue from publications, less allocated internal costs Achievements 05/2016 Completed the most financially successful Marketplace to date with approximate net revenue of $1.5 Million Continued outreach to cities to host future Marketplaces Worked with members and others to address the NC legislative actions that led to calls for ABA to pull out of Charlotte in 2018 Worked with ABA s publisher and completed a study to assess all publications and revise or retool those that need improvement 5 Outstanding 4 Exceeds 3 Target 2 Mostly Meets 1 Does Not Meet Weight 45%

52 Continued efforts to recognize 2016 as ABA s 90 th birthday as part of our membership efforts Better membership targeting of: inbound tour operators, the largest motorcoach operators, receptive operators and a new list of operators from other outside sources Working with a PBS producer and others on a possible 30 minute television segment on the history of the bus industry Engaged ABA s video producer to prepare a Marketplace video as a marketing piece for future Marketplaces Completed a study to look at the average per delegate/company sales as a result of attending Marketplace Participated with US DOT to have a motorcoach at the 2016 Earth Day event at DOT Began preparations for Marketplace 2017 Achievements 09/2016 Held successful media outreach meetings with ABC News, Washington Post, Politico, BNA/Bloomberg, The Hill and other publications. As a result, BNA did an article on the challenges buses face when trying to access airports and how buses could augment EAS service Producing a weekly blog to highlight topical issues facing the industry or to promote internal programs Worked with the Pohly Company to better connect overall communications efforts with the publications strategies Grew social media engagement with members and others Worked with Kitchen PR to support 5 member companies since May needing crisis communications support Developed a communications strategy, based on an overall review of ABA s current efforts and needs for the future Held numerous webinars that covered all segments of ABA including GAP, Marketplace, Membership, affinity programs, and education speakers Grew 2016 membership by 209 unique members and 82 Plus Members for a total of 291 new members. This represents a nearly 100 percent increase over the 151 new members at the same time last year Marketplace registrations for 2017 are on target with 2016 New companies coming to Marketplace are at 70, which is trending higher than previous years Held numerous meetings with Cleveland including a meeting with the CVB s CEO to discuss support and entertainment Making changes to the Marketplace registration process to print badges on

53 site. This change will reduce staff time and increase accuracy In response to the 2016 Marketplace survey, changing the format of the annual meeting portion of the general session and hiring a speaker to create a WOW factor for the opening Participated in numerous shows and events to market ABA and the industry. Events included: IPW, SYTA, state association meetings, African American Travel Conference, TAP, RTO Summit East, and others Working with Wawa convenience/fuel stops and with credit card processing companies as possible new ABA affinity partners Achievements 12/2016 Engaged a branding firm to begin the process of finding the right name or descriptor for Marketplace Marketplace is on track to exceed previous non-img attendance Through a combination of efforts, reached the goal of 500+ new members due to added participation in more association shows and events. New members totaled 616 (including 191 PLUS+ members). Attrition was reduced to 253 from 525 in 2015 Secured a dynamic speaker, Josh Linkner, for the official opening session Changed the Marketplace schedule to have a separate annual meeting from the opening session so that the opening is more engaging Modified the registration process to print badges onsite so that they do not need to be stuffed in envelopes Continued to make improvements to buses.org and enhance our social medial outreach efforts Promoted all aspects of Annual Meeting and Marketplace including: Trends Panel, attendance by local media, added Snapchat geofilter to promote all events Worked with AAA, FMCSA and ATA to create a share the road video series scheduled to launch in 2017, focusing on stopping distance, wide turns, and blind spots Secured a new publisher, YGS, to replace the current publisher POHLY, who is getting out of the custom publishing business Communications is now serving all departments including GAP, ABAF and meetings/membership Continued supporting crisis situations including FM Kuzmeskus Inc. in October

54 Goal(s) Measure of Success/ Target Performance (entered at start of year) Performance 3) Financial/Oversight - Manage the ABA, ABAF, NBTA and auxiliary budgets under ABA management, ensure timely reporting, and work with investment managers at TD Bank - Work with the ABA and ABAF Treasurers, and with the Finance and Budget, and Investment Committees - Achieve a net revenue number that matches or exceeds the annual budget - Hold annual meetings or finance-related committee meetings with detailed reports, and hold meetings with TD Bank staff to review investment policies and results - Work with the ABA auditor to ensure a clean audit with no management issues or management letter - Provide regular updates on ABA s financial position to the Treasurer, and Finance and Budget Committee Achievements 05/2016 Continued working with the ABA/ABAF investment firm, TD Bank on their practices and results Worked with ABA s advisor on the ABA pension/401k plan to consider changes that would reduce the employees costs while continuing highquality investment options Achieved a clean 2015 audit with no management letter Achievements 09/2016 Held follow-up meetings monthly with TD Bank investment staff and during a meeting with Board members in July in Washington Moved the ABA 401k/Pension plan from Principal to Empower (an ASAE sponsored program) in an effort to provide better investment options to staff and reduce individuals investment fees Held numerous meetings with ABA s tenant, Ascension, and with the architect and real estate broker in an effort to redesign a portion of the ABA office space to accommodate Ascension s growing staff and preserve ABA s space. Nearing final agreement on a new 5-7 year lease. Achievements 12/2016 Concluded negotiations with Ascension to remain in ABA s offices as a subtenant. Negotiated build-out of ABA space with the architect and the contractor, with work scheduled to conclude in Q Concluding the year with net income of $85, ,000 Came in under budget in 12 of 16 expense categories, although due to poor performance by publications, net income may be less than budgeted 5 Outstanding 4 Exceeds 3 Target 2 Mostly Meets 1 Does Not Meet Weight 10%

55 Goal(s) Measure of Success/ Target Performance (entered at start of year) Performance 4) Special Programs and Projects - Create meaningful and valuable programs around BISC and BusMARC - Continue to attract new organizations to be a part of ABA (like Skål and FMA) that add revenue and expose companies to ABA - Work with GroupConnect and Info Tree (the contractor/partner with GC) to keep the focus on getting the product user friendly and accepted, and expand the marketing efforts and number of users - Work with IMG to ensure participation at BISC every other year - Survey BISC and BusMARC participants to determine the perceived value of both programs and provide input to the planning and scheduling - Work to ensure BISC and BusMARC are self-sufficient through registrations, reduced costs and/or sponsorships - Work with other small organizations to incorporate them or provide support, if it fits with ABA s overall mission - Continue to see that GroupConnect is revenue neutral or positive, and increase the number of active users Achievements 05/2016 Took on the leadership of the ABA Foundation, cleaned up the auctions from Marketplace, retooled and expanded the scholarship engagement, and worked with a marketing firm on new messages and direction for the foundation Continued outreach with IMG, TAP and other significant partners to make certain there are opportunities to work together in 2016 and 2017 and beyond Created a BISC West event that will take place July 19, 2016 in Ontario, CA in partnership with CBA Continued the success of the first BusMARC in January and included it as part of the meeting schedule in June when BISC meets in the Baltimore area Finalized the GroupConnect operator site for a launch in June 2016 and worked with partners including Trailways and SYTA for possible participation with the tour operator booking engine 74 percent of BISC attendees rated the program 8, 9 or 10 and 91 percent said they would likely attend BISC in the future 86 percent of BusMARC rated the program an 8, 9 or 10 and 96 percent said they would plan to attend a future BusMARC program Achievements 09/2016 Held very successful summer BISC and BusMARC meetings in the Baltimore area with more than 150 attendees at BISC and 75 attendees at BusMARC Held a first ever BISC West meeting, working in partnership with the CBA with nearly 50 attendees and agreed to hold a second BISC West in Outstanding 4 Exceeds 3 Target 2 Mostly Meets 1 Does Not Meet Weight 5%

56 Worked with several consulting groups that wanted to partner with ABA/ABAF on DOT related projects where ABA/ABAF would provide industry data for a fee Continued to refine and provide support to GroupConnect to prepare the launch of the latest operator planning software Led meetings and provided support to Florida Motorcoach Association, Hispanic Motorcoach Council, Skål, Women in Buses, Entertainer Motorcoach Council, and NBTA Worked with IMG to outline an agreement for working together in 2018 Working with SYTA to help educate members on hiring safe bus companies and understanding the impact of ELDs on trips and schedules Working with the Alliance Safety Council and an ABA operator focus group to create driver training materials Achievements 12/2016 Began the process of finding a new association management software system for 2017 Continued working with OMCA and GroupConnect vendor to salvage elements of the GroupConnect products that make sense to retain, in particular the revenue collection and tour sales component for tour operators, and began the process of unwinding the remainder of GroupConnect Began looking at consultants who can lead a Strategic Plan discussion/meeting in 2017 Made arrangements, working with the ABA Companies and the IRU to have a 2017 Fall Board meeting in Belgium and include participation at BusWorld

57 Goal(s) Measure of Success/ Target Performance (entered at start of year) Performance 5) Organizational Management/Strategic Planning - Maintain an effective and engaged staff that is responsive to the needs of the association and membership, engaged in all aspects of ABA, and works as a team - Look for additional ways to leverage technology to enhance the member experience and to provide valuable content for members - Work with the ABA leadership to create a strategic planning session over the next 12 months - Look at opportunities to outsource, where those opportunities create efficiencies while maintaining effectiveness - Match the staff with the needs of ABA, make changes where needed, and ensure stability - Continue the annual process of reviews, looking at staff self-evaluations and department evaluations to understand the level of engagement, strengths and weaknesses of every employee Achievements 05/2016 Initiated staff changes to improve the overall efficiencies of communications, policy and foundation Continued improving the ABA database to make it more user friendly and worked with the vendor on significant improvements that will be launched in 2017 Reassigned website management to staff who are integrally involved in all aspects of marketing the association to its members Engaged an outside PR firm to assist with crisis management, media outreach and certain communications efforts Achievements 09/2016 Revising the buses.org site to make it user friendly and easier to navigate Worked together with GAP to help prepare 6 member alerts on pending regulatory issues Hired or replaced staff including: communications director, GAP support, ABAF support, meetings/membership support Was fully engaged with ABAF to increase scholarship applications, finalize agreements with Cone Communications and John Dunham and Associates to provide expanded research and marketing of the ABAF In June, concluded annual reviews of each employee Met with multiple database providers at the annual ASAE show and will begin the process of reviewing certain providers Achievements 12/2016 Identified opportunities to change staff structure to better enhance performance among key departments Working with ABAF staff, secured over 100 items for the silent and live auctions at Marketplace Began the ABAF scholarship program 2 months early, and worked with the 5 Outstanding 4 Exceeds 3 Target 2 Mostly Meets 1 Does Not Meet Weight 5%

58 ABAF Board and other scholarship donors to increase scholarships to $100,000 for 2017

59 Executive Summaries of ABA Staff Reports ABA Finance Department Due to a strong finish in 2015, and a strong 2016 to date, ABA is in a solid financial position at November 30, Current assets, consisting of cash, accounts receivable and investments total $6,852,000 compared to 6,642,000 in In April 2016, prior to the Spring Board Meeting, ABA transferred $100,000 from its operating account to the reserve account at BNY Mellon per the decision to build up the investment reserves. This is the 5th consecutive year ABA has contributed $100,000 to the reserve fund in its effort to replenish the funds used to purchase its office condominium. ABA currently plans on contributing an additional $100,000 in April 2017, prior to the 2017 spring meeting. Revenue, excluding investment income, totaled $5,959,000 through 11 months ending November 30, 2016, down slightly from $6,030,000 through the same period in Expenses through the first 11 months of 2016 were $5,677,000 compared to $5,506,000 in Net income before investment income, or excess of revenues over expenses, through 11 months of 2016, is approximately $282,000, or 46%, lower than the same period in Most items causing the decrease year over year have been budgeted for. For more detail on the financial position and activities, please reference the full report in your materials.

60 ABA Government Affairs and Policy (GAP) EXECUTIVE SUMMARY Since the Fall 2016 Government Affairs Policy Board report, the Government Affairs and Policy Division (GAP) staff engaged in building and maintaining key relationships preparing for the pending legislative and executive branch transition in 2017, coordinated with the presidential transition team and legislative offices on policy matters, developed and refined materials to support ABA advocacy interests in the 2017, assisted on state/local legislative advocacy matters, participated in a number of state/regional association meetings, conducted educational webinars, and attended and participated in other various key meetings in support of ABA interests, and initiated activities in support of ABA s 2017 Congressional Fly-In. In terms of legislation, as Congress cut the remainder of its term short due to the election and lame-duck status, limited legislative activity took place in the fall other than passing a funding measure to keep the Federal Government operating, initially with a Continuing Resolution (CR) through the November election and then a second CR to carry operations through next April. In addition to legislative activities, GAP also remained very busy monitoring and weighing in on regulatory and administrative actions. In the waning months of a presidential administration, it is not unusual for the outgoing presidential administration to aggressively pursue regulatory activity in an effort to solidify its policy direction. This is especially true following an election resulting in a political party change for the incoming administration. Since September, GAP analyzed, solicited feedback and as appropriate prepared comments on 5 administrative proceedings (i.e. rulemakings and other notices), as well as reviewed and analyzed 3 final rules for the benefit of providing guidance to ABA members. GAP staff also attended, and as appropriate, participated in a number of administrative meetings, such as the Department of Transportation s National Coalition on Truck Parking and the National Academies of Sciences meetings in support of the review of the Federal Motor Carrier Safety Administration s (FMCSA s) Compliance, Safety, Accountability program. GAP also issued 6 member alerts, to assist and keep ABA members abreast of important matters that may affect their business operations or interests. As well GAP managed the activities of the Bus Industry Safety Council (BISC) and the Bus Maintenance and Repair Council (BusMARC), along with supporting the ABA-State/Regional Association relationship, and supporting other associations. Additionally, in advance of the 2017 ABA Annual Meeting & Marketplace, GAP staff engaged in preparing for the various meetings to be held during the event, including: coordinating with the ABA Membership and Meetings Division; coordinating agendas, arranging speakers and preparing materials for the BISC and BusMARC winter meetings; and preparing and conducting outreach in advance of the State/Regional Association Roundtable meeting. Finally, as of December 22, the balance in the BusPAC account stands at $176,621.18, following a record year of receipts in the amount of $82, for Although the BusPAC fundraising goal for 2016 was $100,000, reflecting the fact it was an election year, FY 2016 contributions were at the highest level to date for BusPAC. Also, since the last Board meeting, BusPAC supported 24 members (54 members for the year), as the Congressional campaign season drew to a close, and attended 5 events sponsored by elected legislators as thank you receptions following the election.

61 2017 MARKETPLACE EXECUTIVE SUMMARY MEETINGS, EDUCATION AND MEMBER SERVICES DEPARTMENT Submitted by Lynn M. Brewer 2017 ABA S ANNUAL MEETING & MARKETPLACE MKPL 2017 MKPL 2016 MKPL 2015 MKPL 2014 MKPL 2013 MKPL 2012 MKPL 2011 MKPL 2010 BUYERS * * AT BUYERS DMO LODGING ATTRACTIONS/REC OPER ASSOCIATES TOTAL *IMG meets at Marketplace every other year. In 2016, they had 158 operators attend; in 2014 they had 173 operators attend. New This Year We are beginning to rebrand Marketplace as ABA s Annual Meeting & Marketplace to attract and be valuable to all members of the association. The Sunday Opening Lunch will include NY Times bestselling author and venture capitalist Josh Linkner as the keynote speaker. The ABA Annual Meeting has been moved to Saturday as a stand-alone meeting to give the business portion of the meeting better visibility. MorphoTrust is offering TSA pre-check screening appointments onsite. More than 144,000 appointments were scheduled. MEMBERSHIP TOTALS (Count comparison from December ) Associate Tour Operator Bus Operator Travel Industry 2,135 2,182 Total Members 3,316 3,200 **The Membership PLUS program was launched in May 2016 and added 191 new Travel members. 427 new companies have joined since January 1: 33 Associates 63 Tour Operators 96 Bus Operators

62 235 Travel Industry Professionals 427 (in comparison, we had 343 new members in 2015) 191 PLUS members 618 total new members

63 ABA Communications Board of Directors Report Melanie Hinton/Winter 2017 Highlights: Government Affairs and Policy I have worked closely with the team to promote their visits to Capitol Hill with that social media campaign #ABAWorkingForYou, that highlights Congressional and regulatory meetings the team does. This social media campaign has been quite popular amongst our Facebook and Twitter followers with usually claiming the highest responsive posts and, more importantly, a number of retweets and shares. Organically our followers are now promoting the GAP team s work. We have also sent out seven statements since June commenting or promoting a number of agency initiatives such as the CVSA and FMCSA. By making our voice heard on issues affecting the industry, ABA will have a greater impact on media coverage and therefore within Capitol Hill. We have sent out eight member/regulatory alerts on issues affecting our membership. ABA Annual Meeting & Marketplace We have been promoting the ABA Annual Meeting & Marketplace in social media as well as the Insider. We have made a concerted effort to invite trade and mainstream media to attend this year s event, including working closely with the Destination Cleveland s media relations team. We are holding a media-focused trends in the industry event on Monday at 10 a.m. with a panel discussion on future trends in the motorcoach, travel and tourism industry. Panelists include: Don DeVivo, Michael Colborne, Stephanie Parr-Brooks, and Joe Schwieterman from DePaul University. We have also added a Snapchat geofilter to the convention center to promote the Annual Meeting & Marketplace. We are also encouraging attendees to include the hashtag #abacleveland in their own social media posts while attending our meeting. Membership We have added a Member News section to The Insider to highlight member news and their work in their communities. During the devastating wildfires in Tennessee, we actively reached out to members in the area and worked with them on promoting their needs and highlighting that the travel and tourism sectors in the area were still open for business. We spent a week posting members pictures and

64 comments promoting tourism in the area, as well as promoting the kind acts other members in the industry were doing to help the affected areas. We will continue to work closely with the membership team to promote the good news of the industry. Activities: Media Engagement: We continue to meet with reporters when schedules allow. Since the September Board Meeting Peter and I have met with Melanie Zanona from The Hill and Lauren Gardiner from Politico. Peter was quoted in an Oct. 25 Politico story on FMCSA s reconsideration of the Bus Leasing Rule and the Dec. 16 story from USA Today on TSA s proposed security training requirement for all surface transportation. Social Media Activities We have been utilizing our social media channels more with the ABAWorkingForYou and #ABAEverywhere campaign and promoting the 2017 Annual Meeting & Marketplace as well as other events. Our average people reached runs between viewers. Because of our increase engagement and use of social media networks, we have seen our social media audience and interaction start to grow: Facebook: 4240 in June to 4379 now (as of Dec. 19) Twitter: 3417 in June to 3542 now (as of Dec. 19) LinkedIn: 3440 in June to 3491 now (as of Dec. 19) Coming in 2017 Surface Industry Safety Video ABA led an effort to bring together FMCSA, AAA National and the American Trucking Association to create a series of mini videos that highlight safety is everyone s responsibility when it comes to driving on the road. The mini-sodes are based off FMCSA s Our Roads, Our Responsibility campaign that was launched in August The first three episodes will focus on stoppage distance, blind spots and wide turns. The videos are scheduled to launch in the first half of 2017

65 New Publisher Partnership Starting Jan. 1 all of ABA s publications and media sales will be handled by The YGS Group from York, Pa. The Pohly Company announced that the company will be discontinuing advertising sales support services, although the company will continue to provide fee-based services to a variety of clients. ABA chose YGS - an award-winning creative, marketing and publishing firm - because we wanted to ensure the publications you have come to trust as your news resource would continue to be produced at the caliber you have grown accustomed. YGS understands the specific needs of association publications and custom publishing as they have been around for more than 60 years and have worked with several trade associations in Washington, D.C. and across the country. YGS will help ABA rebrand some of our publications, including The Insider. More Emphasis on Education of New Administration, Congress and Media in 2017 With the elections past and a new Administration and Congress moving in, I will be working closely with the GAP team to ensure ABA s voice is heard above all others in terms of educating new Congressional members and agency staff as well a concerted effort in the media. There will also be a continued push communicating ABA programs and services to members as well as promoting our members in our publications and through social channels.

66 FINANCIAL REPORTS Section Contents: Unaudited November 2016 ABA Financial Statements with Department Expenses ABA Reserve Fund Asset Allocation as of 12/19/16 ABA Reserve Investment Statement as of 12/19/16

67 AMERICAN BUS ASSOCIATION UNAUDITED FINANCIAL STATEMENTS FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016

68 Contents Page Financial Statements Statement of Financial Position 3 Statement of Activities 4 & 5 Statement of Cash Flows 6 Notes to Financial Statements 7-9 Statement of Activities (With quarterly budget comparison) 10 & 11 Departmental Expense Breakdown by Category Summary of All Departments 12 Government Affairs & Policy 13 Bus Industry Safety Council 14 Website 15 Communications & Marketing 16 Membership Services 17 Marketplace 18 Board of Directors Meetings 19 CTIS Program 20 Destinations 21 Motorcoach Marketer 22 Top 100 Events 23 Marketplace Today 24 ABA Insider 25 Equip Magazine 26 Motorcoach Travel News 27 General & Administration 28 2

69 AMERICAN BUS ASSOCIATION STATEMENT OF FINANCIAL POSITION NOVEMBER 30, 2016 NOVEMBER NOVEMBER ASSETS Current Assets Cash & Equivalents (Note 1) $ 2,350,196 $ 2,213,633 Accounts Receivable (Note 2) 204, ,053 Accrued Interest Receivable - 5,200 Prepaid Expenses (Note 7) 111,357 67,348 Investments (Note 6) 4,186,570 4,158,603 Total Current Assets $ 6,852,134 $ 6,641,837 Property & Equipment (Note Furniture & Equipment 602, ,209 Office Condominium K Street 5,683,869 5,683,869 Less: Accumulated Depreciation 1,305,889 1,089,611 Net Property & Equipment $ 4,980,939 $ 5,191,467 Other Assets Deferred Compensation Assets Plan (Note 9) 454, ,847 Deposits 2,500 20,000 Total Other Assets $ 456,841 $ 408,847 Total Assets $ 12,289,915 $ 12,242,151 LIABILITIES & NET ASSETS Current Liabilities Accounts Payable $ 93,791 $ 117,253 Accrued Expenses 123, ,187 Deferred Revenue (Note 3) 3,263,618 3,086,989 Total Current Liabilities $ 3,481,320 $ 3,336,429 Long Term Liabilities Deferred Compensation Liability Plan (Note 9) 454, ,847 Subtenant Furniture Lease Liability ,355 Mortgage Payable K Street 3,389,198 3,508,371 Total Long Term Liabilities $ 3,844,430 $ 3,908,573 Net Assets Unrestricted 4,964,164 4,997,151 Total Liabilities and Net Assets $ 12,289,915 $ 12,242,153 3

70 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 NOVEMBER BUDGET NOVEMBER REVENUE Membership Operator Dues $ 342,620 $ 350,000 $ 360,328 Associate Dues 63,910 55,000 54,325 Travel Industry Dues 1,163,269 1,150,000 1,113,775 Tour Operator Dues 94,853 85,000 92,295 $ 1,664,652 $ 1,640,000 $ 1,620,723 Meetings & Conferences Marketplace 3,137,514 3,239,500 3,132,173 Bus Industry Safety Council/BusMARC 59,850 83,000 53,115 $ 3,197,364 $ 3,322,500 $ 3,185,288 Publications Destinations 646, , ,323 Motorcoach Marketer 6, ,000 20,935 Marketplace Today 46,281 60,000 47,239 Top 100 Events - 49,000 44,293 ABA Insider/MTN/Buses.org 78, , ,737 Equip Magazine 12,096 46,675 19,058 $ 790,672 $ 1,254,875 $ 880,585 Other Income Contract Services (Note 5) 111, ,700 96,998 CTIS Registrations 3,100 2,000 2,700 Label Sales 3,450 2,000 2,545 Rental Income from Office Lease 101, ,200 97,812 Miscellaneous (Note 8) 87,495 71, ,687 $ 306,314 $ 315,200 $ 343,742 Total Revenue from Operations $ 5,959,002 $ 6,532,575 $ 6,030,338 4

71 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 NOVEMBER BUDGET NOVEMBER EXPENSES Government Affairs & Policy $ 1,151,704 $ 1,258,198 $ 1,020,896 Bus Industry Safety Council 70, ,550 72,334 Website 18,572 31,000 18,594 Communications & Marketing 278, , ,006 Membership Services 530, , ,634 Marketplace 1,347,527 1,563,746 1,468,565 Board of Directors Meetings 224, , ,291 CTIS Program 3,305 3,400 3,008 Destinations 584, , ,047 Motorcoach Marketer 77, ,482 77,741 Top 100 Events ,693 52,994 Marketplace Today 48,304 54,346 44,373 ABA Insider 55,505 79,811 65,029 Equip Magazine 57,753 66,125 43,650 Motorcoach Travel News ,000 22,678 General & Administration 1,226,652 1,286,428 1,186,131 Total Expenses $ 5,676,663 $ 6,326,783 $ 5,505,971 Net Operating Income/(Loss) 282, , ,367 GroupConnect - (25,000) (25,000) Investment Income (Net of Investment Fees - $31,028) 54, ,000 35,446 Unrealized & Realized Gains (Losses) (66,715) (52,270) Net Income/(Loss) $ 270,111 $ 380,792 $ 482,543 Supplemental Statement* Membership Revenue $ 1,664,652 MCM Revenue $ 6,850 Membership Expense 530,117 MCM Expense 77,664 Net $ 1,134,535 Net $ (70,814) Marketplace Revenue $ 3,137,514 Mkpl Today Revenue $ 46,281 Marketplace Expense 1,347,527 Mkpl Today Expense 48,304 Net $ 1,789,987 Net $ (2,023) Destinations Revenue $ 646,627 Destinations Expense 584,938 Net $ 61,689 * This is a supplemental statement which shows the profitablility of those departments which generate revenue with offsetting expenses. 5

72 AMERICAN BUS ASSOCIATION STATEMENT OF CASH FLOWS FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 NOVEMBER 2016 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets 270,111 Adjustments to reconcile change in net assets to net cash (used in) provided by operating activities: Depreciation and amortization 198,309 Unrealized (appreciation)/ depreciation on investments (17,480) Realized (gain)/loss on sale of investments 84,195 (Increase) decrease in allowance for doubtful receivables Changes in assets and liabilities: (Increase) / Decrease in accounts receivable 125,619 (Increase) / Decrease in interest receivable - (Increase) / Decrease in prepaid expenses 24,885 Increase / (Decrease) in accounts payable 51,467 Increase / (Decrease) in accrued expenses (5,660) Increase / (Decrease) in deferred revenue (718,990) Net cash (used in) / provided by operating activities 12,456 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (22,231) Purchase of investments (2,741,518) Proceeds from sale of investments 2,589,406 (Increase) / decrease in deposits (2,500) Net cash (used in) / provided by investing activities (176,843) CASH FLOWS FROM FINANCING ACTIVITIES Subtenant Furniture Lease Liability (9,608) Mortgage Payable K Street (109,233) Net cash (used in) / provided by fianancing activities (118,841) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (283,227) Cash and cash equivalents at beginning of period (01/01/2016) 2,633,423 Cash and cash equivalents at end of period 2,350,196 6

73 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 Note 1 - Cash & Cash Equivalents The following is a breakdown of the cash accounts: Nov-16 Nov-15 Petty Cash Fund $ 500 $ 500 Cash & Cash Equivalents 2,283,373 2,128,251 Investment Reserve Money Market Accounts 66,324 84,882 Total $ 2,350,196 $ 2,213,633 Note 2 - Accounts Receivable The following is a breakdown of accounts receivable: Nov-16 Nov-15 Destinations $ 193,706 $ 181,132 Motorcoach Marketer Less Reserve for Uncollectible Accounts (15,000) (15,000) Marketplace 5,845 3,046 Top 100-8,800 NBTA 5,996 12,908 GroupConnect - 3,761 Miscellaneous 12,952 1,825 Employees Total $ 204,011 $ 197,053 Note 3 - Deferred Revenue The following is a breakdown of deferred revenue: Nov-16 Nov-15 BISC $ - $ 21,000 Marketplace 2,517,320 2,431,738 Membership Dues 746,298 $ 634,251 Total $ 3,263,618 $ 3,086,989 Note 5 - Service Income The National Bus Traffic Association, Skal USA and Florida Motorcoach Association have contracted with ABA to provide them with various administrative, financial and accounting services. Professional services are billed to these entities monthly, based on salary and fringe benefit costs associated with staff time charged to NBTA activities, or based on a contracted rate for Skal USA and Florida Motorcoach Association. 7

74 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 Note 6 - Investments The following is a breakdown of reserve fund investments: Nov-16 Cost Market Value TD Reserve Fund Investments $ 4,315,282 $ 4,186,570 Investment in GroupConnect 499,000 - Total $ 4,814,282 $ 4,186,570 Nov-15 Cost Market Value TD Reserve Fund Investments $ 4,180,283 $ 4,158,603 Investment in GroupConnect 474,000 Total $ 4,654,283 $ 4,158,603 Note 7 - Prepaid Expenses The following is a breakdown of prepaid expenses: Nov-16 Nov-15 Prepaid Expense-Other $ 30,699 $ 5,302 Prepaid Insurance 28,783 25,591 Marketplace 51,875 36,455 Total $ 111,357 $ 67,348 Note 8 - Miscellaneous Income The following is a breakdown of miscellaneous income: Nov-16 Nov-15 Affinity Programs $ 53,382 $ 29,379 Hours of Service Cards/Passenger Safety Materials 2, Miscellaneous 31, ,379 $ 87,495 $ 143,687 Note 9 - Deferred Compensation Plan The American Bus Association maintains a nonqualified deferred compensation plan through The Principal Financial Group. Employees may elect to defer salary for retirement. 8

75 AMERICAN BUS ASSOCIATION NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 Note 10- Property and Equipment The association depreciates its property over useful lives determined by property type. Below is a schedule showing the various years the property and equipment is depreciated over. Building Furniture Phone Equipment Computer Equipment 40 Years 10 Years 10 Years 3 Years 9

76 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 16 1st QTR 16 2nd QTR 16 2nd QTR 16 3rd QTR 16 3rd QTR 16 4th QTR 16 4th QTR REVENUE Membership Operator Dues 182, ,000 38, , ,711-10, , ,000 Associate Dues 56,410 41,250 6,700 13, ,910 55,000 Travel Industry Dues 1,075,550 1,035,000 51,770 57,500 22,825 28,750 13,125 28,750 1,163,269 1,150,000 Tour Operator Dues 48,959 42,500 16,520 42,500 26,839-2,535-94,853 85,000 1,362,957 1,293, , , ,925 28,750 26,617 28,750 1,664,652 1,640,000 Meetings & Conferences Marketplace 3,101,496 3,239,500 32,124-2,395-1,500-3,137,514 3,239,500 Bus Industry Safety Council/BusMARC 39,500 41,500 3,400-15,800 41,500 1,150-59,850 83,000 3,140,996 3,239,500 32,124-2,395-1,500-3,197,364 3,322,500 Publications Destinations 230, ,360 83, , , , , , , ,200 Motorcoach Marketer 1, ,475-1, ,000 6, ,000 Marketplace Today 46,281 60, ,281 60,000 Top 100 Events , ,000 ABA Insider/MTN/Buses.org 24,029 39,000 16,384 39,000 21,311 39,000 17,094 39,000 78, ,000 Equip Magazine - 11,669 4,548 11,669 3,774 11,669 3,774 11,669 12,096 46, , , , , , , , , ,672 1,254,875 Other Income Contract Services 34,233 34,675 34,266 34,675 20,081 34,675 22,492 34, , ,700 CTIS Registrations 2, ,100 2,000 Label Sales 1, , ,450 2,000 Rental Income from Office Lease 25,299 25,300 33,732 25,300 25,299 25,300 16,866 25, , ,200 Miscellaneous 38,271 17,825 16,059 17,825 19,384 17,825 13,781 17,825 87,495 71, ,478 78,800 86,048 78,800 65,449 78,800 53,339 78, , ,200 Total Income From Operations 4,908,154 4,924, , , , , , ,019 5,959,002 6,532,575 10

77 AMERICAN BUS ASSOCIATION STATEMENT OF ACTIVITIES (CONTINUED) FOR THE 11 MONTHS ENDED NOVEMBER 30, 2016 TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET TOTAL BUDGET YTD BUDGET 1st QTR 16 1st QTR 16 2nd QTR 16 2nd QTR 16 3rd QTR 16 3rd QTR 16 4th QTR 16 4th QTR EXPENSES Government Affairs 323, , , , , , , ,550 1,151,704 1,258,198 Bus Industry Safety Council 25,025 59,775 10,871-34, ,775 70, ,550 Website 4,308 7,750 6,800 7,750 4,478 7,750 2,986 7,750 18,572 31,000 Communications & Marketing 87,479 79,830 58,457 79,830 82,084 79,830 50,779 79, , ,318 Membership Services 160, , , , , ,331 79, , , ,324 Marketplace 945,714 1,172, ,968 78, , , , ,375 1,347,527 1,563,746 Board of Directors Meetings 33,533 59, ,514 59,210 29,023 59,210 45, , ,631 CTIS Program 3,271 3, ,305 3,400 Destinations 140, , , , , , , , , ,731 Motorcoach Marketer 6,801-20,127-17,184-33, ,482 77, ,482 Top 100 Events , ,693 Marketplace Today 48,304 54, ,304 54,346 ABA Insider 13,231 19,953 20,697 19,953 11,735 19,953 9,842 19,953 55,505 79,811 Equip Magazine - 16,531 24,880 16,531 22,783 16,531 10,090 16,531 57,753 66,125 Motorcoach Travel News 308 4,250-4, ,250 (307) 4, ,000 General & Administration 366, , , , , , , ,607 1,226,652 1,286,428 Total Expenses 2,159,009 2,437,161 1,338,359 1,159,745 1,339,960 1,331, ,335 1,398,615 5,676,663 6,326,783 Excess of Revenues over Expenses 2,749,145 2,486,918 (1,002,830) (558,286) (863,830) (1,005,243) (620,495) (800,597) 282, ,792 GroupConnect - (6,250) - (6,250) - (6,250) - (6,250) - (25,000) Investment Income 12,192 50,000 10,711 50,000 19,741 50,000 11,843 50,000 54, ,000 Unrealized & Realized Gains (losses) 28,295-50,474 - (17,477) - (128,007) - (66,715) - Net Revenues Over Expenses 2,789,632 2,530,668 (941,645) (514,536) (861,567) (961,493) (736,659) (756,847) 270, ,792 11

78 AMERICAN BUS ASSOCIATION SUMMARY OF ALL DEPARTMENTS NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $1,767,595 $2,013,607 $1,696,105 $1,828,555 $1,921,279 Fringe Benefits 428, , , , ,600 Temporary Help 32,497 12,000 9,908 11,695 19,100 Postage 42,833 70,200 43,768 60,332 77,268 Educational Assistance 2,042 5,000 6,347 6,361 10,000 Recruitment 10, Mailing&Handling 5,900 1,800 7,309 7,309 6,600 Advertising 2,000 5,000 5,000 5,000 5,000 Printing 84, ,839 92, , ,649 Photo Services 18,777 40,500 54,880 67,087 43,700 Duplicating 15,826 17,800 13,335 13,760 23,350 Telephone 32,602 32,700 30,438 35,642 49,150 Computer Services 95,307 87, , ,586 63,550 Consulting Services 356, , , , ,675 90th Anniversary ,953 2,291 0 Parking Contributions 10,750 1,250 1,250 1,250 1,250 Dues&Subscriptions 86,368 88,775 81,281 81,702 86,383 Travel 133, , , , ,750 Member travel 68, ,000 87,623 87, ,500 Travel-Chairman 7,901 5,000 3,729 4,433 5,000 Local Expense 2,727 3,700 3,244 3,796 4,700 Insurance 45,062 45,500 42,506 42,506 37,000 Legal Services 141, , , , ,500 Meetings&Conferences 79, , , , ,350 Function Costs 317, , , , ,800 Audio Visual 286, , , , ,000 Security 962 8,500 7,453 7,453 8,500 Decorating 190, , , , ,092 Entertainment 1,174 3,000 1,776 1,776 3,200 Seminars Registration 4,173 8,000 5,079 5,079 9,500 Office Supplies 23,426 22,500 31,042 36,006 22,350 Computer Supplies 165 3,000 1,619 1,619 2,000 Membership Services 8,743 10,000 8,440 8,440 10,000 Publishers Expense 428, , , , ,590 Equipment Rental&Maintenance 4,698 5,000 4,924 5,649 5,000 Internet Access/Computer Rental & Maint 11, ,700 Layout/Design 2,498 21,000 4,087 4,312 22,050 Office Occupancy 438, , , , ,476 Office Maintenance 14,203 14,669 9,028 11,296 13,600 Storage 4,233 2,800 3,873 4,667 2,800 Speakers/Honorariums 76,644 70,000 58,673 58,673 60,000 Special Events 5,572 11,000 4,932 6,785 11,000 Promotion 690 3, ,000 Plaques and Awards 1,584 2,750 2,004 2,004 3,050 Prizes 4,597 3,000 3,226 4,297 5,000 Gratuities 3,227 5,700 5,059 5,059 5,700 Taxes&Licenses 3,422 2,750 1,251 1,446 4,750 Delivery 4,935 6,250 6,644 6,938 7,900 Taxes-Unrelated Business Income 18,781 15,000 23,000 27,000 0 Taxes-Unrelated Business Income 11, ,000 13,000 0 Reference Materials 1,754 2,250 1,037 1,491 2,000 Auto Leasing 10,058 9,900 9,573 10,398 9,900 Accounting Services 26,800 25,550 22,550 22,550 25,000 Payroll Services 6,083 6,000 6,147 6,761 6,000 Finance Charges 55,897 55,000 51,786 59,490 52,000 Bank Service Charges 11,480 10,200 10,657 11,773 9,500 Commissions 157, , , , ,100 Canadian Exchange Charges Miscellaneous Bad Debts 0 0 6,342 8,384 0 Depreciation&Amortization 65,800 71,690 54,887 60,810 71,828 Interest 230 1, ,080 TOTAL $5,676,664 $6,326,783 $5,505,968 $6,002,313 $6,311,920 Page 12

79 AMERICAN BUS ASSOCIATION GOVERNMENT AFFAIRS & POLICY NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $434,580 $483,827 $395,366 $429,367 $548,010 Fringe Benefits 104, , , , ,284 Temporary Help 12, ,100 Postage 300 5, ,000 Recruitment 8, Printing 4,565 1,500 1,094 1,094 1,500 Duplicating 2,209 3,000 2,562 2,657 2,000 Telephone 6,369 5,000 6,372 7,227 5,000 Consulting Services 252, , , , ,000 Dues&Subscriptions 60,754 60,000 60,903 60,903 60,000 Travel 16,144 21,000 20,360 22,390 20,000 Member travel 0 4,000 1,614 1,903 5,000 Local Expense 1,724 1,500 1,614 1,896 1,000 Legal Services 85, ,000 70,579 76, ,000 Meetings&Conferences 1, Function Costs 9,563 5,000 5,706 5,706 2,000 Audio Visual 3, ,000 1,000 1,000 Seminars Registration 650 3, ,000 Office Supplies ,476 1, Layout/Design Office Occupancy 145, , , , ,211 Promotion Delivery TOTAL $1,151,704 $1,258,198 $1,020,896 $1,111,807 $1,369,705 Page 13

80 AMERICAN BUS ASSOCIATION BUS INDUSTRY SAFETY COUNCIL NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Postage $3 $300 $0 $0 $150 Printing 0 4, ,200 Duplicating Telephone Travel 2,409 2,000 4,824 4,824 2,000 Member travel 5,442 25,000 6,600 6,600 25,000 Insurance 18,627 18,500 9,314 9,314 7,000 Legal Services ,978 2,978 0 Meetings&Conferences 600 2, ,000 Function Costs 23,354 50,000 37,601 37,601 50,000 Audio Visual 17,869 12,500 9,669 9,669 10,000 Decorating 0 1, ,000 Office Supplies Computer Supplies Layout/Design 0 3, ,500 Plaques and Awards Gratuities Delivery TOTAL $70,871 $119,550 $72,334 $72,427 $101,400 Page 14

81 AMERICAN BUS ASSOCIATION WEBSITE NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Computer Services $2,325 $4,000 $3,367 $3,367 $1,000 Consulting Services 0 7,000 12,719 13,169 8,750 Depreciation&Amortization 16,247 20,000 2,508 3,763 11,000 TOTAL $18,572 $31,000 $18,594 $20,298 $20,750 Page 15

82 AMERICAN BUS ASSOCIATION COMMUNICATIONS & MARKETING NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $99,311 $177,210 $152,008 $163,098 $196,368 Fringe Benefits 26,572 47,118 47,333 51,576 52,493 Postage Recruitment 2, Advertising 2,000 5,000 5,000 5,000 5,000 Printing ,000 Photo Services 12,526 12,000 18,423 22,730 0 Duplicating Telephone 2,793 3,500 3,542 3,861 2,500 Computer Services ,750 Consulting Services 53, ,500 Dues&Subscriptions 3,490 5, ,000 Travel 5,323 9,000 7,502 8,683 11,000 Local Expense Meetings&Conferences ,500 Function Costs 343 1, ,000 Audio Visual 0 2, Decorating ,092 Entertainment Seminars Registration Office Supplies Publishers Expense 17, Internet Access/Computer Rental & Maint Layout/Design 0 1, Office Occupancy 51,651 54,940 50,958 54,931 55,120 Prizes Delivery TOTAL $278,799 $319,318 $286,006 $312,007 $338,623 Page 16

83 AMERICAN BUS ASSOCIATION MEMBERSHIP SERVICES NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $233,654 $191,083 $164,653 $175,977 $165,688 Fringe Benefits 57,589 63,661 44,434 48,767 59,557 Temporary Help 16,907 7,500 7,714 7,714 6,000 Postage 4,788 10,000 8,593 9,378 7,500 Educational Assistance Mailing&Handling Printing 0 5,120 1,329 1,329 5,120 Duplicating 4,715 6,500 3,882 4,240 5,500 Telephone 6,430 6,000 4,233 4,593 4,000 Computer Services 15,123 13,000 33,273 33,665 10,000 Consulting Services 5,500 1,000 1,000 1,500 1,000 90th Anniversary Dues&Subscriptions 2,517 3,000 3,127 3,127 3,000 Travel 25,935 21,750 21,729 22,058 13,250 Local Expense Legal Services 1, Meetings&Conferences 49,487 61,250 67,307 67,632 59,250 Function Costs 7,764 15,750 4,538 7,133 15,750 Audio Visual 2,835 6,000 1,056 2,567 4,500 Decorating 3, ,367 4,367 0 Seminars Registration Office Supplies 3,540 2,500 3,260 4,519 1,000 Membership Services 8,743 10,000 7,236 7,236 10,000 Layout/Design 188 7, ,850 Office Occupancy 49,286 52,360 49,592 53,350 55,120 Storage 1, ,249 1, Promotion 590 3, ,000 Plaques and Awards Prizes 4,597 3,000 1,112 2,112 5,000 Taxes&Licenses Delivery 3,682 3,000 4,781 4,842 3,200 Finance Charges 17,535 15,000 14,989 18,482 12,000 Commissions Canadian Exchange Charges TOTAL $530,117 $509,324 $455,634 $488,750 $459,285 Page 17

84 AMERICAN BUS ASSOCIATION MARKETPLACE NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $276,647 $345,271 $288,929 $319,258 $327,842 Fringe Benefits 74,289 98,486 82,667 94,272 93,830 Temporary Help 0 4, ,949 6,000 Postage 10,300 7,700 7,307 8,551 9,200 Mailing&Handling 5,780 1,200 7,309 7,309 6,000 Printing 12,095 23,900 24,006 24,006 28,400 Photo Services ,500 13,500 0 Duplicating 3,502 6,000 2,872 3,274 12,000 Telephone 6,070 7,000 5,660 6,554 30,000 Computer Services 23,296 25,000 30,610 30,610 18,000 Consulting Services 7,800 17,000 37,525 37,525 28,725 90th Anniversary ,953 1,953 0 Travel 32,535 28,700 25,115 26,494 32,950 Member travel 35,940 53,500 43,616 43,616 59,000 Local Expense Insurance 7,005 10,000 7,638 7,638 10,000 Legal Services 390 2, ,500 Meetings&Conferences 26,627 38,500 31,892 31,892 46,000 Function Costs 207, , , , ,000 Audio Visual 222, , , , ,000 Security 962 8,500 7,453 7,453 8,500 Decorating 187, , , , ,000 Office Supplies 6,011 8,000 14,911 17,299 9,000 Computer Supplies Internet Access/Computer Rental & Maint 11, ,000 Layout/Design 2,310 8,350 4,087 4,237 13,350 Office Occupancy 77,229 82,139 77,387 83,625 86,280 Storage Speakers/Honorariums 66,144 60,000 51,173 51,173 50,000 Special Events Promotion ,000 Plaques and Awards 455 1,500 1,001 1,001 1,500 Prizes 0 0 2,079 2,079 0 Gratuities 3,057 5,000 4,588 4,588 5,000 Taxes&Licenses Delivery 376 1, ,074 2,000 Finance Charges 38,363 40,000 36,797 41,008 40,000 Depreciation&Amortization 0 0 1,387 1,513 0 TOTAL $1,347,527 $1,563,746 $1,468,565 $1,529,428 $1,672,077 Page 18

85 AMERICAN BUS ASSOCIATION BOARD OF DIRECTORS NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $24,136 $9,685 $13,984 $13,984 $9,176 Fringe Benefits 5,921 2,596 3,148 3,148 2,505 Postage Printing Photo Services 451 5, ,500 Duplicating 1,632 1, ,000 Telephone Computer Services Travel 6,349 6,000 4,464 6,702 6,000 Member travel 26,744 25,000 29,440 29,440 25,000 Travel-Chairman 7,901 5,000 3,729 4,433 5,000 Legal Services 32,761 20,000 22,831 22,831 20,000 Meetings&Conferences 0 2,000 1,807 1,807 2,000 Function Costs 65,298 52,000 37,200 65,286 45,000 Audio Visual 40,271 35,000 21,597 32,581 50,000 Decorating Office Supplies 86 1, ,000 Membership Services 0 0 1,204 1,204 0 Speakers/Honorariums 10,500 10,000 7,500 7,500 10,000 Plaques and Awards 663 1, ,000 Gratuities Delivery 0 1, ,200 TOTAL $224,177 $177,631 $150,291 $192,371 $185,531 Page 19

86 AMERICAN BUS ASSOCIATION CTIS PROGRAM NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $0 $0 $0 $990 $0 Fringe Benefits Postage Duplicating Telephone Travel Meetings&Conferences Function Costs 3,191 3,000 3,000 3,000 3,050 Layout/Design TOTAL $3,305 $3,400 $3,008 $4,377 $4,800 Page 20

87 AMERICAN BUS ASSOCIATION DESTINATIONS NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $52,253 $84,743 $68,606 $70,720 $75,177 Fringe Benefits 13,517 24,848 19,830 20,639 23,222 Postage 21,495 27,000 17,465 21,563 34,508 Printing 44,736 59,185 39,620 48,952 58,405 Telephone 2, ,226 2,440 0 Consulting Services 14, Travel 18,401 25,000 12,623 15,262 50,000 Function Costs Publishers Expense 285, , , , ,245 Storage Taxes-Unrelated Business Income 0 15, Commissions 130, , , ,864 98,250 Bad Debts 0 0 6,342 8,072 0 TOTAL $584,938 $652,731 $538,047 $560,953 $593,807 Page 21

88 AMERICAN BUS ASSOCIATION MOTORCOACH MARKETER NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $9,040 $6,403 $10,767 $10,767 $5,818 Fringe Benefits 1,866 1,879 2,369 2,369 1,726 Temporary Help 2, ,032 2,032 6,000 Postage 0 8, ,513 8,700 Printing 0 33, ,315 33,000 Duplicating Telephone 3, ,339 3,660 0 Computer Services 3, Publishers Expense 27,500 27,500 25,000 25,000 25,000 Delivery Taxes-Unrelated Business Income 18, ,000 27,000 0 Taxes-Unrelated Business Income 11, ,000 13,000 0 Commissions 0 50, ,720 43,500 TOTAL $77,664 $127,482 $77,741 $171,619 $123,744 Page 22

89 AMERICAN BUS ASSOCIATION TOP "100" NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $0 $10,672 $8,046 $8,046 $9,696 Fringe Benefits 0 3,131 2,282 2,282 2,876 Postage 7 2,700 3,296 3,297 2,500 Printing 0 7,900 7,068 7,068 7,900 Photo Services Duplicating Telephone Computer Services ,750 1, Travel Member travel 0 7,500 6,354 6,354 7,500 Office Supplies Publishers Expense 0 15,890 14,100 14,100 14,445 Plaques and Awards Gratuities Delivery Commissions 0 9,800 8,839 8,839 6,750 TOTAL $527 $60,693 $52,994 $52,994 $54,917 Page 23

90 AMERICAN BUS ASSOCIATION MARKETPLACE TODAY NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Postage $160 $0 $0 $0 $0 Mailing&Handling Printing 10,844 10,584 9,727 9,727 10,584 Photo Services 5,800 6,500 6,050 6,050 0 Audio Visual Publishers Expense 21,740 25,162 20,571 20,571 18,020 Commissions 9,256 12,000 7,521 7,521 9,000 TOTAL $48,304 $54,346 $44,373 $44,373 $37,704 Page 24

91 AMERICAN BUS ASSOCIATION ABA INSIDER NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $2,224 $10,184 $15,331 $17,112 $9,377 Fringe Benefits 1,033 2,607 3,793 4,474 3,491 Publishers Expense 38,610 35,820 30,300 32,700 32,700 Commissions 13,638 31,200 15,604 16,731 21,600 Bad Debts TOTAL $55,505 $79,811 $65,029 $71,329 $67,168 Page 25

92 AMERICAN BUS ASSOCIATION EQUIP MAGAZINE NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Postage $5,284 $8,000 $6,209 $7,970 $8,160 Printing 12,710 11,450 8,922 13,259 11,540 Publishers Expense 37,340 37,340 25,635 26,305 34,180 Commissions 2,419 9,335 2,884 2,884 6,000 TOTAL $57,753 $66,125 $43,650 $50,418 $59,880 Page 26

93 AMERICAN BUS ASSOCIATION MOTORCOACH TRAVEL NEWS NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Photo Services $0 $17,000 $16,907 $24,807 $38,000 Commissions ,771 6,169 0 TOTAL $248 $17,000 $22,678 $30,976 $38,000 Page 27

94 AMERICAN BUS ASSOCIATION GENERAL & ADMINISTRATIVE NOVEMBER BUDGET NOVEMBER DECEMBER BUDGET Salaries $635,751 $694,529 $578,414 $619,237 $574,127 Fringe Benefits 143, , , , ,616 Postage ,200 Educational Assistance 1,447 5,000 6,347 6,361 10,000 Duplicating 3, ,833 2,328 2,200 Telephone 4,364 10,000 4,000 6,147 6,000 Computer Services 49,174 45,024 33,503 36,600 32,400 Consulting Services 23,165 16,000 38,449 48,026 17,700 Parking Contributions 10,750 1,250 1,250 1,250 1,250 Dues&Subscriptions 19,607 20,275 17,106 17,424 19,383 Travel 26,617 30,000 25,538 32,599 30,000 Local Expense 841 2,000 1,146 1,404 3,500 Insurance 19,429 17,000 25,554 25,554 20,000 Legal Services 20,798 1,000 43,061 43,061 1,000 Meetings&Conferences 1,200 2,600 2,203 2,203 2,600 Entertainment 1,174 3,000 1,776 1,776 3,000 Seminars Registration 3,477 5,000 4,284 4,284 4,000 Office Supplies 12,376 10,000 10,776 12,051 10,000 Computer Supplies 0 3,000 1,520 1,520 2,000 Equipment Rental&Maintenance 4,698 5,000 4,924 5,649 5,000 Office Occupancy 115, , , , ,745 Office Maintenance 14,203 14,669 9,028 11,296 13,600 Storage 1,810 2,300 1,730 2,231 2,300 Special Events 4,822 11,000 4,932 6,785 11,000 Prizes Taxes&Licenses 2,570 2, ,750 Delivery Reference Materials 1,754 2,250 1,037 1,491 2,000 Auto Leasing 10,058 9,900 9,573 10,398 9,900 Accounting Services 26,800 25,550 22,550 22,550 25,000 Payroll Services 6,083 6,000 6,147 6,761 6,000 Bank Service Charges 11,480 10,200 10,657 11,773 9,500 Miscellaneous Depreciation&Amortization 49,553 51,690 50,992 55,535 60,828 Interest 230 1, ,080 TOTAL $1,226,652 $1,286,428 $1,186,131 $1,288,187 $1,159,529 Page 28

95 American Bus Association Foundation Holdings as of 12/19/2016 Current Asset Class Market Value Allocation Money Market (Cash) $ 54, % Total Money Market $ 54, % Large Cap Portfolio $ 1,774, % Small/Mid Cap $ 304, % International Emerging Markets $ 56, % International $ 361, % Total Equity $ 2,498, % Equities 50-70% Long Bond $ - 0.0% Short Bond $ 1,776, % Intermediate Bond Portfolio $ - 0.0% Other Fixed Income $ - 0.0% ABA Fdtn IPS Allocation Ranges Total Fixed Income $ 1,776, % Fixed Income 30-50% Total $ 4,329, % Other Fixed Income, 0.0% Allocation as of Dec 19, 2016 Intermediate Bond Portfolio, 0.0% Money Market (Cash), 1.3% Short Bond, 41.0% Large Cap Portfolio, 41.0% International, 8.4% International Emerging Markets, 1.3% Small/Mid Cap, 7.0% Confidential

96 AMERICAN BUS ASSOCIATION 111 K ST NE FL 9 WASHINGTON DC

97 Investor Statement December 19, 2016 Data presented for one or more of the account(s) displayed in this presentation currently does not reconcile, in full, with account data available from your custodian. Generally, these discrepancies are a result of transactions that have not yet settled (e.g. stock splits, dividend reinvestments, etc.) and are typically resolved within one business day. Prepared for American Bus Association AMERICAN BUS ASSOCIATION 111 K ST NE FL 9 WASHINGTON DC Advisor Karl Macklin TD Private Client Wealth LLC Managed Accounts Network Securities and investment advisory products: Not insured by the FDIC or any other governmental agency Not guaranteed by TD Bank, NA or affiliates May lose value.

98 Table of Contents Page Group Reports Mkt Val 1 American Bus Association Reserve $ 4,329, Account Reports 1 Mkt Val 7 American Bus Association - Not for Profit QGR $ 1,312, American Bus Association Reserve QY ,017, Please inform your financial advisor of any changes in your financial situation or investment objectives, or if you wish to modify or impose a reasonable restriction on your account. Please contact your financial advisor if you would like to request a current copy of the Form ADV Part 2A or Form ADV Part 2A - Appendix 1 or equivalent brochure, as applicable, for any of the following: Financial Advisor, Money Manager(s) and/or Envestnet Asset Management, Inc. As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

99 American Bus Association Data as of December 19, Aggregate Overview American Bus Association Reserve Client Group Summary Asset Allocation Inception Date Feb 19, 2015 Total Value $ 4,329, Accrued Income 6, Net Investment 2 $ 4,446, Advisory Fees This Quarter $ -8, This Year $ -30, Performance 3 This Quarter Year-to-Date Incp to Date TWRR % 1.46 % % Account Activity 4 This Quarter Year-to-Date Since Inception Beginning Value $ 4,368, $ 4,167, $ 4,238, Net Cntrbs/Wthdrwls , , Capital Appreciation -80, , , Dividends 45, , , Interest 5, , , Misc. Expenses Transaction Fees Fixed Income % Short Bond Large Cap Large-Cap Growth 3.60 Large Value & Dividend Large-Cap Core SMID Cap 7.43 SMID Cap 7.43 International International Growth International Value 8.36 International Emerging Markets 1.31 Int'l Emerging Mkts 1.31 Intermediate Bond 6.04 Intermediate Bond 6.04 Short Bond Short Bond Cash 1.61 Cash 1.61 Gains & Losses Long-Term Short-Term Total Unrealized $ -32, $ -34, $ -66, Realized (YTD) -36, , , Accounts 3 / Benchmarks 5 Market Value Net 2 Investment Qtr to Date Year to Date Last 1 Yr Last 3 Yrs Last 5 Yrs Last 10 Yrs Incp to Date American Bus Association - Not for Profit QGR $ 1,312, $ 1,310, Incp: Feb 19, 2015 TDAM Short/Intermediate G/C Bond Managed Account % 0.69 % 0.74 % 0.19 % Bloomberg Barclays Capital Intermediate U.S. Government/Credit Index (2/19/ /6/2016), BofAML US Corp&Govt 1-5 Yr TR USD (12/6/2016 to date) As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

100 American Bus Association Data as of December 19, Aggregate Overview American Bus Association Reserve Accounts 3 / Benchmarks 5 Market Value Net 2 Investment Qtr to Date Year to Date Last 1 Yr Last 3 Yrs Last 5 Yrs Last 10 Yrs Incp to Date American Bus Association Reserve QY $ 3,017, $ 3,135, Incp: Feb 19, 2015 CSS - Bal Gro - American Bus Association Reserve % S&P 500 TR, 18% MSCI World Ex US NR USD, 8% Bloomberg Barclays Capital U.S. Aggregate Bond Index, 2% Citigroup Treasury Bill - 3 Month Performance Summary 6 TWRR Balanced Growth % Portfolio Value vs. Benchmark 7 Portfolio Value Benchmark Net Investment $ 4,500,000 4,000,000 3,500,000 3,000, ,500, ,000,000 1,500,000 1,000, ,000 This Quarter Year-to-Date Since Inception -1.0 Apr 15 Jul 15 Oct 15 Jan 16 Apr 16 Jul 16 Oct 16 Jan 17 0 As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

101 American Bus Association Data as of December 19, Aggregate Overview American Bus Association Reserve Quarterly Performance Statistics 6 TWRR 3 Balanced Growth This Quarter Q % 0.80 % Q Q Q Periodic Performance Statistics 6 TWRR 3, 8 Balanced Growth Year-to-Date 1.46 % 7.24 % Trailing 1 Year Nov 30, Nov 30, Since Inception Feb 19, Dec 19, As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

102 American Bus Association Data as of December 19, Holdings Analysis American Bus Association Reserve Unrealized 9 Gains Losses Total Long Term $ 8, $ 41, $ -32, Short Term 61, , , Parent Style 10 $ Total % Total 1,776, Short Bond 1,774, Large Cap 361, International 304, SMID Cap 56, International Eme 54, Cash % Equity Distribution By Sector 11, 12 $ Total % Total 1,130, Fixed Inc 429, Cons. Defense 423, Comm. Svcs. 394, Healthcare 288, Utilities 229, Cons. Cyclical 179, Energy 176, Fin. Services 133, Industrials 87, Technology 190, Other Invest Asset Class 13 $ Total % Total 1,776, Short Bond 1,774, Lg Value & Dividen 361, Int'l Value 304, SMID Cap 56, Int'l Emerging Mkt 54, Cash % % As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

103 American Bus Association Data as of December 19, Performance by Style Type American Bus Association Reserve Style Type 14 / Benchmark 15 Market Value Style Pct Qtr to Date Year to Date Last 16 1 Yr Last 3 Yrs Incp to Date Large Cap $ 1,803, % Incp: Feb 19, 2015 Composite Performance % % % % Benchmark: S&P 500 TR Large Value & Dividend $ 1,803, % Incp: May 17, 2016 Composite Performance Benchmark: Russell 1000 Value SMID Cap $ 310, % Incp: Feb 19, 2015 Composite Performance Benchmark: Russell SMID Cap $ 310, % Incp: Feb 19, 2015 Composite Performance Benchmark: Russell International $ 369, % Incp: Feb 19, 2015 Composite Performance Benchmark: MSCI World Ex Us GR USD International Value $ 369, % Incp: Feb 19, 2015 Composite Performance Benchmark: MSCI EAFE Value International Emerging Markets $ 58, % Incp: Feb 19, 2015 Composite Performance Benchmark: MSCI EM TRG USD Int'l Emerging Mkts $ 58, % Incp: Feb 19, 2015 Composite Performance Benchmark: MSCI EM NR Short Bond $ 1,786, % Incp: Feb 19, 2015 Composite Performance Benchmark: Bloomberg Barclays Capital 1-3 Govt/Credit Bond As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

104 American Bus Association Data as of December 19, Performance by Style Type American Bus Association Reserve Style Type 14 / Benchmark 15 Market Value Style Pct Qtr to Date Year to Date Last 16 1 Yr Last 3 Yrs Incp to Date Short Bond $ 1,786, % Incp: Feb 19, 2015 Composite Performance Benchmark: Bloomberg Barclays Capital 1-5 Yr Treasury TR USD As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

105 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association - Not for Profit QGR Short Term Opened Closed Units Cost Basis 17 Proceeds Gain/Loss 9 Federal National Mortgage Association 31398ADM1 Jul 14, 2016 i Dec 14, , $ 5, $ 5, % TDAM 5- to 10-Year Corporate Bond TDFSX Aug 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jul 14, 2016 i Dec 14, , , , TDAM 5- to 10-Year Corporate Bond TDFSX Sep 29, 2016 i Dec 14, , , TDAM 5- to 10-Year Corporate Bond TDFSX Sep 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jul 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Oct 3, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Nov 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX May 2, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jun 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Apr 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Mar 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Nov 30, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Feb 1, 2016 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Dec 16, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Dec 16, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jan 26, 2016 i Dec 14, , , , TDAM 5- to 10-Year Corporate Bond TDFSX Jan 4, 2016 i Dec 14, United States Treas Nts G4 Sep 29, 2016 i Dec 14, , , , United States Treasury Note VS6 Jan 26, 2016 i Dec 14, , , , United States Treasury Note/Bond FQ8 Feb 23, 2015 i Jan 26, , , , United States Treasury Note/Bond HA1 Feb 23, 2015 i Jan 26, , , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

106 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association - Not for Profit QGR Short Term Opened Closed Units Cost Basis 17 Proceeds Gain/Loss 9 United States Treasury Note/Bond PY0 Jan 26, 2016 i Sep 29, , , , United States Treasury Note/Bond M56 Jan 26, 2016 i Dec 14, , , , United States Treasury Note/Bond SV3 Jul 14, 2016 i Dec 14, , , , Total $ 263, % i denotes a "covered" security as defined by the IRS Code Section 6045(g)(3)(A) is a specified security acquired on or after the applicable effective date. Section 6045(g)(3)(A) defines stocks acquired on or after January 1, 2011, mutual fund and dividend reinvestment plan shares acquired on or after January 1, 2012, and options and debt instruments acquired on or after January 1, 2013, as "covered" securities. The Emergency Economic Stabilization Act of 2008 requires broker-dealers and mutual fund providers to report cost basis and holding period information to the taxpayer and the IRS on the sale of "covered" securities. Reporting will be phased in by security type over the next three years as stated above. Envestnet provides cost basis information for most stocks and mutual fund shares purchased and sold, if provided by the custodian, to clients as supplemental information only within the gains/losses report. Long Term Opened Closed Units Cost Basis 17 Proceeds Gain/Loss 9 Federal Home Loan Mortgage Corp 3137EACA5 Feb 23, 2015 i Dec 14, , $ 14, $ 14, % Federal Home Loan Mortgage Corp 3137EADB2 Feb 23, 2015 i Dec 14, , , , Federal National Mortgage Association 31398ADM1 Feb 23, 2015 i Dec 14, , , , Federal National Mortgage Association 31398ADM1 Apr 2, 2015 i Dec 14, , , , TDAM 5- to 10-Year Corporate Bond TDFSX Apr 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Mar 2, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Feb 23, 2015 i Dec 14, , , , TDAM 5- to 10-Year Corporate Bond TDFSX May 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jun 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Nov 2, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Oct 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Dec 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Aug 3, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jul 1, 2015 i Dec 14, TDAM 5- to 10-Year Corporate Bond TDFSX Jul 16, 2015 i Dec 14, , , TDAM 5- to 10-Year Corporate Bond TDFSX Sep 1, 2015 i Dec 14, United States Treasury Note VS6 Feb 23, 2015 i Dec 14, , , , United States Treasury Note/Bond PY0 Feb 23, 2015 i Jul 14, , , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

107 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association - Not for Profit QGR Long Term Opened Closed Units Cost Basis 17 Proceeds Gain/Loss 9 United States Treasury Note/Bond PY0 Feb 23, 2015 i Sep 29, , , , United States Treasury Note/Bond KQ2 Feb 23, 2015 i Dec 14, , , , United States Treasury Note/Bond NT3 Feb 23, 2015 i Dec 14, , , , United States Treasury Note/Bond SV3 Feb 23, 2015 i Dec 14, , , , United States Treasury Note/Bond WJ5 Feb 23, 2015 i Dec 14, , , , Total $ 705, % i denotes a "covered" security as defined by the IRS Code Section 6045(g)(3)(A) is a specified security acquired on or after the applicable effective date. Section 6045(g)(3)(A) defines stocks acquired on or after January 1, 2011, mutual fund and dividend reinvestment plan shares acquired on or after January 1, 2012, and options and debt instruments acquired on or after January 1, 2013, as "covered" securities. The Emergency Economic Stabilization Act of 2008 requires broker-dealers and mutual fund providers to report cost basis and holding period information to the taxpayer and the IRS on the sale of "covered" securities. Reporting will be phased in by security type over the next three years as stated above. Envestnet provides cost basis information for most stocks and mutual fund shares purchased and sold, if provided by the custodian, to clients as supplemental information only within the gains/losses report. As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

108 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Short Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Advance Auto Parts Inc AAP Dec 16, 2015 i May 17, $ 8, $ 7, % Advance Auto Parts Inc AAP Jan 4, 2016 i May 17, , , Advance Auto Parts Inc AAP Jan 19, 2016 i May 17, , , Advance Auto Parts Inc AAP Feb 9, 2016 i May 17, , , Allergan plc AGN May 26, 2015 i May 17, , , Allergan plc AGN Aug 18, 2015 i May 17, , , Allergan plc AGN Sep 29, 2015 i May 17, , , Allergan plc AGN Dec 15, 2015 i May 17, , , Allergan plc AGN Jan 26, 2016 i May 17, , , Alphabet Inc C GOOG Jul 21, 2015 i May 17, , , Alphabet Inc C GOOG Aug 26, 2015 i May 17, , , Altria Group Inc MO May 17, 2016 i Jul 22, , , Apple Inc AAPL Aug 26, 2015 i May 17, , , Apple Inc AAPL Feb 8, 2016 i May 17, , , CIT Group Inc CIT Feb 20, 2015 i Jan 22, , , CME Group Inc Class A CME Dec 15, 2015 i May 17, , , CME Group Inc Class A CME Jan 19, 2016 i May 17, , , CVS Health Corp CVS Feb 20, 2015 i Feb 3, , , CVS Health Corp CVS Feb 20, 2015 i Feb 18, , , CVS Health Corp CVS Nov 13, 2015 i Feb 25, , , California Resources Corp CRC Apr 8, 2015 i Mar 10, California Resources Corp CRC Apr 8, 2015 i Mar 24, Check Point Software Technologies Ltd CHKP Jan 19, 2016 i May 17, , , Chubb Ltd CB Feb 9, 2016 i May 17, , , Citigroup Inc C Feb 20, 2015 i Feb 9, , , Citizens Financial Group Inc CFG Jul 29, 2015 i May 17, , , Colgate-Palmolive Co CL Feb 20, 2015 i Jan 4, , , Comcast Corp Class A CMCSA Feb 4, 2016 i May 17, , , Comcast Corp Class A CMCSA Feb 25, 2016 i May 17, , , Dick's Sporting Goods Inc DKS Nov 23, 2015 i May 17, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

109 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Short Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Dick's Sporting Goods Inc DKS Nov 25, 2015 i May 17, , , E.I. du Pont de Nemours & Co DD Nov 3, 2015 i May 17, , , F5 Networks Inc FFIV Dec 1, 2015 i May 17, , , F5 Networks Inc FFIV Dec 16, 2015 i May 17, , , F5 Networks Inc FFIV Jan 19, 2016 i May 17, , , Fidelity National Financial Inc FNF Jul 24, 2015 i May 17, , , Fidelity National Financial Inc FNF Jul 29, 2015 i May 17, , , Fidelity National Financial Inc FNF Aug 26, 2015 i May 17, , , Fidelity National Financial Inc FNF Sep 25, 2015 i May 17, , , Fidelity National Financial Inc FNF Apr 29, 2016 i May 17, , , First Data Corp FDC Oct 15, 2015 i May 17, , , , First Data Corp FDC Feb 9, 2016 i May 17, , , First Data Corp FDC Feb 18, 2016 i May 17, , , General Electric Co GE Aug 24, 2015 i May 17, , , General Electric Co GE Aug 26, 2015 i May 17, , , General Electric Co GE Jan 25, 2016 i May 17, , , General Mills Inc GIS May 17, 2016 i Jul 22, , , General Mills Inc GIS May 17, 2016 i Aug 2, , , Gilead Sciences Inc GILD May 22, 2015 i May 17, , , Gilead Sciences Inc GILD May 27, 2015 i May 17, , , Gilead Sciences Inc GILD Aug 18, 2015 i May 17, , , Gilead Sciences Inc GILD Aug 26, 2015 i May 17, , , Gilead Sciences Inc GILD Jan 26, 2016 i May 17, , , GlaxoSmithKline PLC ADR GSK May 17, 2016 i Jul 12, , , GlaxoSmithKline PLC ADR GSK May 17, 2016 i Nov 16, , , Harding Loevner Emerging Markets Advisor HLEMX May 17, 2016 i Aug 17, , , Ingersoll-Rand PLC IR Aug 5, 2015 i May 17, , , JM Smucker Co SJM Oct 15, 2015 i May 17, , , JM Smucker Co SJM Nov 25, 2015 i May 17, , , JPMorgan Emerging Mkts Eq Sel JEMSX Aug 26, 2015 i May 17, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

110 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Short Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 JPMorgan Emerging Mkts Eq Sel JEMSX Dec 22, 2015 i May 17, JPMorgan Emerging Mkts Eq Sel JEMSX Feb 8, 2016 i May 17, , , Johnson & Johnson JNJ May 17, 2016 i Jul 12, , , Johnson & Johnson JNJ May 17, 2016 i Oct 13, , , Kimberly-Clark Corp KMB Jan 4, 2016 i May 18, , , Kohl's Corp KSS Feb 20, 2015 i Feb 4, , , McKesson Corp MCK Aug 3, 2015 i May 17, , , McKesson Corp MCK Oct 22, 2015 i May 17, , , McKesson Corp MCK Nov 10, 2015 i May 17, , , McKesson Corp MCK Jan 29, 2016 i May 17, , , Merck & Co Inc MRK May 17, 2016 i Oct 13, , , Merck & Co Inc MRK May 17, 2016 i Nov 16, , , Microsoft Corp MSFT May 10, 2016 i May 17, , , Morgan Stanley MS Feb 20, 2015 i Jan 19, , , Norfolk Southern Corp NSC Aug 4, 2015 i May 17, , , Northern Trust Corp NTRS Feb 20, 2015 i Jan 20, , , Northern Trust Corp NTRS Feb 20, 2015 i Jan 21, , , Omega Healthcare Investors Inc OHI May 17, 2016 i Jul 12, , , Oracle Corp ORCL Jan 19, 2016 i May 17, , , PPL Corp PPL Nov 20, 2015 i May 18, , , PVH Corp PVH Oct 1, 2015 i May 17, , , Procter & Gamble Co PG May 17, 2016 i Jul 22, , , Realty Income Corp O May 17, 2016 i Aug 2, , , Reynolds American Inc RAI May 17, 2016 i Jul 12, , , Reynolds American Inc RAI May 17, 2016 i Oct 21, , , , Reynolds American Inc RAI Oct 13, 2016 i Oct 21, , , Seagate Technology PLC STX Apr 25, 2016 i May 17, , , Synchrony Financial SYF Nov 11, 2015 i May 17, , , Texas Instruments Inc TXN Feb 20, 2015 i Feb 19, , , The Kraft Heinz Co KHC May 17, 2016 i Jul 12, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

111 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Short Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 The Kraft Heinz Co KHC May 17, 2016 i Oct 13, , , US Bancorp USB Mar 15, 2016 i May 17, , , Unilever PLC ADR UL May 17, 2016 i Oct 13, , , Vanguard Short-Term Federal Adm VSGDX Feb 20, 2015 i Feb 8, , , , Ventas Inc VTR May 17, 2016 i Oct 13, , , Voya Financial Inc VOYA May 22, 2015 i May 17, , , Voya Financial Inc VOYA Jun 4, 2015 i May 17, , , Voya Financial Inc VOYA Jun 8, 2015 i May 17, , , Total $ 996, % i denotes a "covered" security as defined by the IRS Code Section 6045(g)(3)(A) is a specified security acquired on or after the applicable effective date. Section 6045(g)(3)(A) defines stocks acquired on or after January 1, 2011, mutual fund and dividend reinvestment plan shares acquired on or after January 1, 2012, and options and debt instruments acquired on or after January 1, 2013, as "covered" securities. The Emergency Economic Stabilization Act of 2008 requires broker-dealers and mutual fund providers to report cost basis and holding period information to the taxpayer and the IRS on the sale of "covered" securities. Reporting will be phased in by security type over the next three years as stated above. Envestnet provides cost basis information for most stocks and mutual fund shares purchased and sold, if provided by the custodian, to clients as supplemental information only within the gains/losses report. Long Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Abbott Laboratories ABT Apr 8, 2014 i May 17, $ 10, $ 10, % Abbott Laboratories ABT May 16, 2014 i May 17, , , Abbott Laboratories ABT Jun 19, 2014 i May 17, , , Abbott Laboratories ABT Feb 20, 2015 i May 17, , , Alphabet Inc C GOOG Apr 27, 2015 i May 17, , , American International Group Inc AIG Feb 20, 2015 i May 17, , , American International Group Inc AIG May 5, 2015 i May 17, , , Ameriprise Financial Inc AMP Feb 20, 2015 i May 17, , , Ameriprise Financial Inc AMP Apr 30, 2015 i May 17, , , Anadarko Petroleum Corp APC Mar 17, 2015 i May 17, , , Anadarko Petroleum Corp APC Mar 18, 2015 i May 17, , , Anadarko Petroleum Corp APC Apr 8, 2015 i May 17, , , Apple Inc AAPL Feb 23, 2009 May 17, , Apple Inc AAPL Mar 3, 2009 May 17, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

112 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Long Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Apple Inc AAPL Oct 24, 2013 i May 17, , , Apple Inc AAPL Apr 10, 2015 i May 17, , , Applied Materials Inc AMAT Feb 20, 2015 i May 17, , , , BlackRock Inc BLK Feb 20, 2015 i May 17, , , BlackRock Inc BLK Apr 10, 2015 i May 17, , , Boeing Co BA Feb 20, 2015 i May 17, , , Boeing Co BA Apr 10, 2015 i May 17, , , CME Group Inc Class A CME Feb 20, 2015 i May 17, , , CVS Health Corp CVS Feb 20, 2015 i Feb 25, , , California Resources Corp CRC Feb 20, 2015 i Mar 10, CenturyLink Inc CTL Feb 20, 2015 i May 17, , , Check Point Software Technologies Ltd CHKP Feb 20, 2015 i Apr 15, , , Check Point Software Technologies Ltd CHKP Feb 20, 2015 i May 17, , , Citizens Financial Group Inc CFG Mar 27, 2015 i May 17, , , Citizens Financial Group Inc CFG Apr 10, 2015 i May 17, , , Danaher Corp DHR Feb 20, 2015 i May 17, , , Devon Energy Corp DVN Feb 20, 2015 i May 17, , , E.I. du Pont de Nemours & Co DD Feb 20, 2015 i May 17, , , Ecolab Inc ECL Feb 20, 2015 i May 17, , , Eversource Energy ES Feb 20, 2015 i May 17, , , Fidelity National Information Services Inc FIS Feb 20, 2015 i May 17, , , Fidelity National Information Services Inc FIS Apr 10, 2015 i May 17, Fidelity National Information Services Inc FIS Apr 10, 2015 i May 17, , , Genuine Parts Co GPC Feb 20, 2015 i May 17, , , Ingersoll-Rand PLC IR Feb 16, 2012 i May 17, , , Ingersoll-Rand PLC IR Dec 3, 2013 i May 17, , , Ingersoll-Rand PLC IR May 16, 2014 i May 17, JPMorgan Emerging Mkts Eq Sel JEMSX Feb 20, 2015 i May 17, , , , Marsh & Mclennan Companies Inc MMC Feb 20, 2015 i May 17, , , McKesson Corp MCK Apr 17, 2015 i May 17, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

113 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Long Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Microsoft Corp MSFT Feb 20, 2015 i May 17, , , , Neuberger Berman Genesis Instl NBGIX Feb 20, 2015 i Aug 17, , , Neuberger Berman Genesis Instl NBGIX Feb 20, 2015 i Nov 17, , , Nielsen Holdings Plc Shs NLSN Apr 6, 2015 i May 17, , , Nielsen Holdings Plc Shs NLSN Apr 8, 2015 i May 17, , , Nielsen Holdings Plc Shs NLSN Apr 10, 2015 i May 17, , , Oakmark International Investor OAKIX Feb 20, 2015 i Aug 17, , , Oakmark International Investor OAKIX Feb 20, 2015 i Nov 17, , , , Occidental Petroleum Corp OXY Feb 20, 2015 i May 17, , , Occidental Petroleum Corp OXY Apr 8, 2015 i May 17, , , Oracle Corp ORCL Feb 20, 2015 i May 17, , , PVH Corp PVH Apr 14, 2015 i May 17, , , PepsiCo Inc PEP Feb 17, 2000 May 17, , , PepsiCo Inc PEP Jun 1, 2012 i May 17, , , PepsiCo Inc PEP Jun 4, 2013 i May 17, , , PepsiCo Inc PEP Jun 4, 2013 i May 18, , , PepsiCo Inc PEP May 16, 2014 i May 18, , PepsiCo Inc PEP Apr 10, 2015 i May 18, Rockwell Collins Inc COL Feb 20, 2015 i May 17, , , Seagate Technology PLC STX Feb 20, 2015 i May 17, , , Synchrony Financial SYF Feb 20, 2015 i May 17, , , Synchrony Financial SYF Mar 31, 2015 i May 17, , , TJX Companies Inc TJX Feb 20, 2015 i May 11, , , TJX Companies Inc TJX Feb 20, 2015 i May 17, , , Texas Instruments Inc TXN Feb 20, 2015 i Feb 23, , , Texas Instruments Inc TXN Feb 20, 2015 i Apr 1, , , The Home Depot Inc HD Nov 10, 2011 i Feb 25, , , The Home Depot Inc HD Nov 10, 2011 i May 17, , , The Home Depot Inc HD Feb 20, 2015 i May 17, , , Time Warner Inc TWX Aug 13, 2014 i May 17, , , As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

114 American Bus Association Data as of December 19, Realized Gains/Losses (Year-to-date) American Bus Association Reserve QY Long Term Opened Closed Units Cost Basis 18 Proceeds Gain/Loss 9 Time Warner Inc TWX Aug 14, 2014 i May 17, , , Time Warner Inc TWX Nov 20, 2014 i May 17, , , Time Warner Inc TWX Feb 20, 2015 i May 17, , , UnitedHealth Group Inc UNH Feb 20, 2015 i May 17, , , UnitedHealth Group Inc UNH Apr 10, 2015 i May 17, , , Vanguard Short-Term Federal Adm VSGDX Feb 20, 2015 i May 17, , , , Vanguard Short-Term Federal Adm VSGDX Feb 20, 2015 i May 18, , , Vanguard Short-Term Federal Adm VSGDX Feb 20, 2015 i Nov 17, , , Vanguard Short-Term Federal Adm VSGDX Feb 27, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Mar 31, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Mar 31, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Apr 10, 2015 i Nov 17, , , Vanguard Short-Term Federal Adm VSGDX Apr 30, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX May 29, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Jun 30, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Jul 31, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Aug 31, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Sep 30, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Oct 30, 2015 i Nov 17, Vanguard Short-Term Federal Adm VSGDX Nov 6, 2015 i Nov 17, , , Visa Inc Class A V Feb 20, 2015 i May 17, , , Wecenergy Group Inc WEC Feb 20, 2015 i May 17, , , Total $ 1,346, % i denotes a "covered" security as defined by the IRS Code Section 6045(g)(3)(A) is a specified security acquired on or after the applicable effective date. Section 6045(g)(3)(A) defines stocks acquired on or after January 1, 2011, mutual fund and dividend reinvestment plan shares acquired on or after January 1, 2012, and options and debt instruments acquired on or after January 1, 2013, as "covered" securities. The Emergency Economic Stabilization Act of 2008 requires broker-dealers and mutual fund providers to report cost basis and holding period information to the taxpayer and the IRS on the sale of "covered" securities. Reporting will be phased in by security type over the next three years as stated above. Envestnet provides cost basis information for most stocks and mutual fund shares purchased and sold, if provided by the custodian, to clients as supplemental information only within the gains/losses report. As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

115 American Bus Association Data as of December 19, Performance by Manager American Bus Association Reserve QY Manager 14 / Benchmark 15 Market Value Manager Pct Qtr to Date Year to Date Last 16 1 Yr Last 3 Yrs Incp to Date Large Value & Dividend $ 1,803, % Incp: May 17, 2016 Federated Strategic Value Dividend Managed Account % 0.43 % Benchmark: Russell 1000 Value Int'l Emerging Mkts $ 58, % Incp: May 17, 2016 Harding Loevner Emerging Markets Advisor Benchmark: MSCI EM NR Short Bond $ 474, % Incp: Feb 19, 2015 Vanguard Short-Term Federal Adm % 1.13 % 0.92 Benchmark: Bloomberg Barclays Capital 1-5 Yr Treasury TR USD SMID Cap $ 310, % Incp: Feb 19, 2015 Neuberger Berman Genesis Instl Benchmark: Russell International Value $ 369, % Incp: Feb 19, 2015 Oakmark International Investor Benchmark: MSCI EAFE Value As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

116 American Bus Association Data as of December 19, Disclosures TD Private Client Group is a unit of TD Wealth in the United States, which is a business of TD Bank N.A., member FDIC (TD Bank). TD Private Client Group provides its clients access to bank and non-bank products and services. Banking and trust services are available through TD Bank. Securities and investment advisory products are available through TD Private Client Wealth LLC, member FINRA/SIPC (TDPCW). TD Asset Management USA, Inc. (TDAM USA) and Epoch Investment Partners, Inc. (Epoch) are federally registered investment advisers that provide investment management services to TD Wealth. TD Bank, TDPCW, TDAM USA, and Epoch are affiliates. TD Bank, TD PCW, their affiliates, and TD Wealth Relationship Managers and Advisors do not provide legal or tax advice. Any tax advice in this material is not intended or written to be used, and cannot be used, by any recipient for the avoidance of penalties under federal tax laws. Any such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Past performance is no guarantee of future results. The information and data is being provided at your request and is from sources believed to be reliable but their accuracy is not guaranteed. It does not reflect future values or future performance of any security, strategy, or investment product. TD Bank and its affiliates and related entities are not liable for any errors or omissions in the information or for any loss or damage suffered. For a complete list of the benchmark indexes used in this report and additional information about the benchmarks used, please contact your Investment Advisor. Time Weighted Rate of Return (TWRR) is calculated net of all fees and on a pre-tax basis. TWRR assume that all cash distributions (i.e. dividends, interest, etc.) are reinvested back into the portfolio. In addition, the TWRR calculation eliminates the effects of cash flows in and out of the portfolio, in essence treating the portfolio as if there were a single investment at the beginning of the measurement period. TWRR is used to compare your portfolio returns versus benchmark indices (such as S&P 500). As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

117 American Bus Association Data as of December 19, Disclosure Notes 1 These reports are not to be construed as an offer or the solicitation of an offer to buy or sell securities mentioned herein. Information contained in these reports is based on sources and data believed reliable. The information used to construct these reports was received via a variety of sources. These reports are for informational purposes only. These reports do not take the place of any brokerage statements, any fund company statements, or the 1099 tax forms. You are urged to compare this report with the statement you receive from your custodian covering the same period. Differences in positions may occur due to reporting dates used and whether certain assets are not maintained by your custodian. There may also be differences in the investment values shown due to the use of differing valuation sources and methods. 2 Net Investment is the total value of contributions and withdrawals (excluding unsupervised assets) made by the client since the inception date of the account. This includes Misc. Expenses received from the custodian. 3 Time Weighted Rate of Return (TWRR) is calculated net of all fees. Time Weighted Rate of Return (TWRR) is used to compare your portfolio returns versus benchmark indices (such as S&P 500). 4 "Beginning Value": the account's value at the beginning of each period; "Contributions": the value of deposits from the client into the account for each period; "Withdrawals": withdrawals from the account for each period; "Capital Appreciation": all realized and unrealized changes in market value during the period; "Dividends": the amount of dividends received from stocks or mutual funds for each period; "Interest": the amount of interest received for each period; "Misc Expenses": the amount of non trade related fees charged by the custodian (wire fee, overnight fee, ATM Fee, ACH Fee, etc.) for each period; "Transaction Fees": the amount of transaction fees charged to the account for each period (for informational purposes only, all transactions are net of transaction fees). 5 A benchmark is an unmanaged index, and its performance does not include any advisory fees, transaction costs or other charges that may be incurred in connection with your investments and/or managed accounts listed. Any benchmark whose return is shown for comparison purposes may include different holdings, a different number of holdings, and a different degree of investment in individual securities, industries or economic sectors than the investments and/or investment accounts to which it is compared. Investors cannot invest directly into a benchmark or index. All portfolio returns for all periods are expressed in USD. All benchmark(s) returns reflect the same currency as the portfolio returns presented. Yearly performance values (e.g. Last 3 Years) shown are from the specified period up to Nov 30, These figures compare the Time Weighted Rate of Return (TWRR) of your account with a benchmark index. "Balanced Growth" refers to a blend composed of 48% S&P 500 TR, 38% Bloomberg Barclays Capital U.S. Aggregate Bond Index, 12% MSCI World Ex US NR USD, 2% Citigroup Treasury Bill - 3 Month. A benchmark is an unmanaged index, and its performance does not include any advisory fees, transaction costs or other charges that may be incurred in connection with your investments and/or managed accounts listed. Any benchmark whose return is shown for comparison purposes may include different holdings, a different number of holdings, and a different degree of investment in individual securities, industries or economic sectors than the investments and/or investment accounts to which it is compared. Investors cannot invest directly into a benchmark or index. All portfolio returns for all periods are expressed in USD. All benchmark(s) returns reflect the same currency as the portfolio returns presented. 7 Benchmark designates 48% S&P 500 TR, 38% Bloomberg Barclays Capital U.S. Aggregate Bond Index, 12% MSCI World Ex US NR USD, 2% Citigroup Treasury Bill - 3 Month. A benchmark is an unmanaged index, and its performance does not include any advisory fees, transaction costs or other charges that may be incurred in connection with your investments and/or managed accounts listed. Any benchmark whose return is shown for comparison purposes may include different holdings, a different number of holdings, and a different degree of investment in individual securities, industries or economic sectors than the investments and/or investment accounts to which it is compared. Investors cannot invest directly into a benchmark or index. All portfolio returns for all periods are expressed in USD. All benchmark(s) returns reflect the same currency as the portfolio returns presented. 8 Returns for greater than one year are annualized. 9 Capital gain/loss data presented here is a general guide and should not be relied upon in the preparation of your tax returns. 10 The Parent Style Summary and the Parent Style Graph display totals for the top Parent Style groupings, smaller Parent Style groupings are combined under the "Other" heading. 11 The Group By Equity Distribution By Sector Holdings Report includes only Stocks & Funds Holdings. The Equity Distribution By Sector Summary and the Equity Distribution By Sector Graph include totals from "Multiple Sectors" funds. The Equity Distribution By Sector Summary and the Equity Distribution By Sector Graph display totals for the top Equity Distribution By Sector groupings, smaller Equity Distribution By Sector groupings are combined under the "Other Invest" heading. As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

118 American Bus Association Data as of December 19, Disclosure Notes 12 Parent style classifications are provided by Morningstar, Inc. and mapped into one of the style classifications supported on this platform. Sector information is provided by Morningstar. Bond type and rating information is provided by Interactive Data Corporation. 13 The Asset Class Summary and the Asset Class Graph display totals for the top Asset Class groupings, smaller Asset Class groupings are combined under the "Other" heading. 14 Performance is shown gross of all fees. 15 A benchmark is an unmanaged index, and its performance does not include any advisory fees, transaction costs or other charges that may be incurred in connection with your investments and/or managed accounts listed. Any benchmark whose return is shown for comparison purposes may include different holdings, a different number of holdings, and a different degree of investment in individual securities, industries or economic sectors than the investments and/or investment accounts to which it is compared. Investors cannot invest directly into a benchmark or index. All portfolio returns for all periods are expressed in USD. All benchmark(s) returns reflect the same currency as the portfolio returns presented. 16 Last 1 Year indicates the period from Nov 30, 2015 to Nov 30, "Highest Cost Long Term Lot (For Mutual Fund: Highest Cost Long Term Lot)" is the current accounting method. This method changed from "First-In First-Out (For Mutual Fund: Average Cost)" effective on "First-In First-Out (For Mutual Fund: First-In First-Out)" is the current accounting method. This method changed from "First-In First-Out (For Mutual Fund: Average Cost)" effective on As of March 2007, all deposits or withdrawals of $10,000 or more occurring on the same day in your account will be debited or rebated the pro-rated amount of the advisory fee for the period in which the deposit or withdrawal occurs. The debit or rebate will be reflected the month following the activity. If you should have any questions, please contact your Advisory Representative.

119 GOVERNANCE Section Contents: ABA Board Rotation Schedule Executive Committee Rotation Schedule

120 BOARD ROTATION SCHEDULE Membership Category Term Expiration Name # of Buses Term Expiration Dane Cornell Associate NA 2 Frank Henry Charter-Tour Craig Lentzsch Charter-Tour John Meier Charter-Tour 56 5 Dale Moser Charter-Tour Buddy Young Enterprise 10 7 Butch Beckwith Enterprise 12 8 Gene Berardi Fixed Route Steve Woelfel Fixed Route David Eaton Tour NA 11 Chris Shepler Travel NA 12 John Percy Travel NA 13 Brad Henton Marketplace Ch NA 14 Peter Pantuso President & CEO NA Term Expiration Terry Fischer Charter-Tour 37 2 Alan Glickman Charter-Tour 40 3 Francis Tedesco Charter-Tour TJ Morgan Enterprise 13 5 Elaine Fickett Enterprise 10 6 Cam Morris Enterprise 13 7 Karen Sanders Enterprise 15 8 Gordon Mackay Fixed Route 50 9 John Miller Fixed Route Tom JeBran Fixed Route Peter Picknelly Fixed Route Bill Blankenship Non Voting Stephanie Parr-Brooks Tour NA Term Expiration Warren Dickinson Associate NA 2 Bob Foley Associate NA 3 Polina Raygorodskaya Associate NA 4 Doug Anderson Charter-Tour 42 5 Don DeVivo Charter-Tour 83 6 Tony Fiorini Charter-Tour 80 7 Al Spence Enterprise 9 8 Chris Anzuoni Fixed Route 37 9 Michael Colborne Fixed Route Steve Haddad Fixed Route Jim Jalbert Fixed Route Ron Moore Fixed Route Linda Burtwistle Non Voting Bryan Cole Tour NA 15 Mike Butts Travel NA 16 Mikie Coffman Travel NA 17 Stephanie Lee Travel NA 18 Linda Spruill Travel NA Honorary 1 Thomas Morgan NA 2 Woody Blunt NA 3 Ron Eyre NA

121 BOARD ROTATION SCHEDULE ROTATION SUMMARY STATISTICS Member Type Current Members Expiration Category # of Directors (Max/Min) 2017 Associate 1 Associate 4 (max 6) 2017 Charter-Tour 4 Charter-Tour 10 (min 6) 2017 Enterprise 2 Enterprise 7 (min 6) 2017 Fixed Route 2 Fixed Route 11 (min 6) 2017 Non Voting 0 Travel 6 (max 6) 2017 Tour 1 Tour 3 (max 6) 2017 Travel 2 Honorary 3 (min 1) 2017 Marketplace 1 Marketplace Chairman 1 (min 1) 2017 President & CEO 1 Non-Voting 2 (max 4) TOTAL 14 President & CEO 1 (min 1) Expiration Category # of Directors TOTAL VOTING 46 (max 50/min 35) 2018 Associate Charter-Tour 3 TOTAL MEMBERS Enterprise Fixed Route Non Voting Tour Travel 0 TOTAL 13 Expiration Category # of Directors 2019 Associate Charter-Tour Enterprise Fixed Route Non Voting Tour Travel 4 TOTAL 18 Expiration Category # of Directors Associate Charter-Tour Enterprise Fixed Route Non Voting Tour Travel Honorary Marketplace Chair President & CEO 1 TOTAL 48 TOTAL VOTING 46

122 2016 ABA Executive Committee Terms that end in January 2017: - Gene Berardi, At-Large - Steve Haddad, At-Large - Jim Jalbert, Policy Committee Chair - Stephanie Lee, At-Large - Craig Lentzsch, Treasurer - Ron Moore, Fixed Route Representative - Peter Pantuso, President & CEO Board Office Board Officers Expiration Date Committee Position Committee Member Expiration Date Committee Position Committee Member Expiration Date Board Chairman (3 yr term) Board Vice Chairman (3 yr term) Immediate Past Chairman (3 yr term) Executive Committee Treasurer (1 yr term) ABA President & CEO (1 yr term) John Meier Don DeVivo Tom JeBran Craig Lentzsch Peter Pantuso 2018 Policy Committee Chair (2 yr term) 2018 Fixed Route Representative (2 yr term) (6 yr max) 2018 Charter & Tour Representative (2 yr term) (6 yr max) 2017 Enterprise Representative (2 yr term) (6 yr max) 2017 Jim Jalbert 2017 At-Large (2 yr term) (6 yr max) Ron Moore Tony Fiorini Buddy Young (1 st term) 2017 (2 nd term) 2018 (3 rd term) At-Large (2 yr term) (6 yr max) At-Large (2 yr term) (6 yr max) 2018 At-Large (2 yr term) (2 yr max) Steve Haddad Alan Glickman Gene Berardi Stephanie Lee 2017 (1 st term) 2018 (3 rd term) 2017 (1 st term) 2017 (1 st term) (1) Term Limited Members: Stephanie Lee

123 STAFF & COUNCIL REPORTS Section Contents: Financial Highlights Report Time-Place Report Government Affairs and Policy Report Leadership of Key Congressional Committees 115th Congress President Elect Trump s Nominations Treatment of Motorcoach Companies Under Tax Reform Options Meetings, Education, & Member Services Report Communications Report