Wells Fargo Cultural Forum 2011

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A supplement to

produced by sourcemediA mArketing services group

sponsored by

CulturalForum

The Bond Buyers

How Finance is supportingtHe arts & cultural institutionsMission

Commercial banking products and services are provided by Wells Fargo Bank, N.A. Investment banking and capital markets products and services are provided by Wells Fargo Securities, and are not a condition to any banking product or service. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, member NYSE, FINRA, and SIPC, and Wells Fargo Bank, N.A. 2011 Wells Fargo Bank, N.A. Member FDIC. All rights reserved. MC-3207

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Wells Fargo has relationships with leading cultural institutions nationwide and provides a wide range of investment banking, commercial banking, insurance and asset management services.

Wells Fargo Securities facilitates access to the capital markets for our cultural clients, but is also committed to engaging decision makers in intellectual dialogue to help create innovative financial solutions. We were extremely pleased to once again chair the Cultural Institutions Roundtable at The Bond Buyers 2nd Annual 501(c)3 Super Conference. Our first objective was to have industry leaders evaluate the wide range of new capital structuring strategies that have been developed in response to the financial downturn. Our second objective was to have participants present creative new operating strategies designed to generate incremental revenues and help support their core missions.

An active exchange of ideas helped to develop a deeper understanding of the strategic thinking and integrated planning efforts of CFOs from a wide spectrum of institutions. Roundtable participants were encouraged to address hot topics in cultural institution finance and had a unique opportunity to learn from the experiences and best practices of their peers.

We thank The Bond Buyer for creating a forum where cultural institutions could look at their business models from new and often more entrepreneurial perspectives. In the months ahead, we will be looking for new ways to facilitate discussion, provide a national perspective on cultural institution finance and help our cultural clients excel in the pursuit of their critical missions.

Rick ChisholmManaging DirectorEducation & Nonprofit Group Wells Fargo Securities

Commercial banking products and services are provided by Wells Fargo Bank, N.A. Investment banking and capital markets products and services are provided by Wells Fargo Securities, and are not a condition to any banking product or service. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, member NYSE, FINRA, and SIPC, and Wells Fargo Bank, N.A.

Cultural institutionsmuseums, libraries, and performing arts centersprovide some of the greatest examples of the diversity that makes the municipal finance markets fascinating to those of us who study them. While outsiders like to paint tax-exempt borrowers with a broad brush, the reality is far different. Even borrowers within a sector can take vastly different approaches to debt, capital spending, and balance-sheet management.

That truth is illustrated vividly on the pages that follow, which feature an edited transcript of a roundtable conversation among the financial professionals leading some of the nations most interesting cultural institutions, and the market experts who help them access capital.

The roundtable, which was hosted by The Bond Buyer and Wells Fargo as part of the Second 501(c)3 Financing SuperConference in New York earlier this year, was predictably dominated by discussions about how the national economic slowdown has impacted the institutionsfrom exposing unanticipated risks in their debt portfolios to the more recent slowdowns in fundraising and gate revenue.

But despite the challenges, the leaders expressed confidence in their institutions ability to weather the storm and continue investing in programs that will expand their appeal to visitors. We think youll find their stories interesting and usefuleven if youre not in the cultural sector: Their approaches can provide lessons for other cultural institutions and public-sector enterprises of all kinds.

Thanks for reading!

Michael StantonPublisherThe Bond Buyer

Introducing The Bond Buyers Cultural Forum

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Older, Wiser, anD still aMortiZing

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moderaTorRick Chisholm, Managing Director, Wells Fargo Securities

ParTICIPanTsRobert Feigenson, SVP, First Southwest Co.

Peter Kiernan, Of Counsel, Schiff Hardin LLP Former Counsel to New York State Gov. David Patterson

Brian Finck, CFO, Segerstrom Center for the Arts

Dennis Gephardt, VP and Senior Analyst, Moodys Investors Service

Rick Johnson, VP and CFO, The Smith Center

Steve Merz, EVP and CFO, Woodruff Arts Center

Lawrence Motz, Special Projects Analyst, Metropolitan Museum of Art

Jan Postma, CFO, Museum of Modern Art

Pam Robinson, CFO, Alvin Ailey Dance Foundation

Jon Rosenhein, VP and COO, The Juilliard School

Dan Rubin, SVP and CFO, Lincoln Center

Ann Rowland, CFO, Los Angeles County Museum of Art

Kristina Stillman, Director of Finance and Administration, The Morgan Library and Museum

lessons learned by nonprofit cultural institutions during the Financial crisis

mr. ChIshoLm: How has your institution been affected by the financial crisis? What have you done right, what have you done wrong, and what are the lessons learned?

mr. ruBIn: Looking back on what we did right and what we did wrong, I am pleased that our financing, what is now $300 million, is very diversified. $50 million of the $300 million is variable with no swap and no interest-rate cap. That is costing us under a hundred basis points. I wake up in the morning and say boy, we were smart.

Then we have our initial $150 million, which has a fixed-rate swap portion at four percent, and another portion at 3.7 percent. Those rates are a lot higher than a hundred basis points. So was that something we did wrong? I would say we did that right because, once again, I think you have to look at this long-term, and were still in the midst of the financial crisis, which is keeping those variable rates low. I wish we were all variable right now, but for the long term, I think that was the right decision.Theres another 100 million in a fixed-rate bond that can go to five percent. So maybe were not that smart, and we didnt predict the financial crisis in 2006, but I still feel as though we are diversified and we benefit from that.

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On the other side of the balance sheet, our endowment, which currently is around $194 million, did take a hit. I think it got down as low as the high 160s. The pre-crisis high-water mark was about $194 million, so we have pretty much recovered. I think part of the lesson there is we have a very active investment committee that I manage. We have changed and diversified that portfolio over this period of time, but there was not a knee-jerk reaction in 2008 to make massive changes.

mr. ChIshoLm: Steve Merz if you could redesign your capital structure, what would it look like?

mr. merZ: We were 100 percent variable-rate back in September 2008. We had some failed remarketings that turned into bank debt, which went up to a high of eight or eight-and-a-half percent on the reset, which made a lot of folks nervous.

So we engaged in a redesign of that debt. Today that debt is two-thirds fixed with seven-year and fifteen-year maturities, and one-third variable rate. Right or wrong, Im not sure that we had all of the available options at our fingertips, because while we were feeling stress at the time, the banks were too. So we were a bit constrained in terms of the capacity that we could get from the banks. And it ended up that we chose a structure on the variable side to use a letter of credit as opposed to our own credit rating. And that letter of credit was wrapped by a Federal Home Loan Bank guarantee, so it was triple-A rated. Thats been very helpful.

Unfortunately, the short end of the curve doesnt provide you a lot of basis points for differentiation between AA and AAA. If interest rates were higher, that would be much more valuable. So in hindsight maybe that is not a good thing. Id like to see many more products, and I was very interested in this direct purchase option. I hadnt been exposed to that as much as I might have otherwise. I would hope that there will be more products out there that will take the place of some of the traditional bank lending that has frozen up or is no longer available.

mr. ChIshoLm: Jan, it was very interesting recently to watch MoMAs acquisition of the American Folk Art Museum. Do you think there will be other strategic mergers or acquisitions of museums?

mr. PosTma: In terms of the Folk Art acquisition, I cant really comment on that other than whats been reported in the newspapers, but we did acquire that without taking on any new debt, which was important for the museum as a whole.

As far as the more general debt strategy, I think weve had our own approach to diversification, in terms of maturities. That gives you the option to potentially refinance or take out debt every few years. And thats been part of the MoMA strategy that will serve us well.

ms. roWLand: In 2004, we borrowed for the first phase of our transformation project for the Broad Contemporary Art Museum at LACMA and for the parking structure underground. We borrowed about $180 million at that point. And then in 2007 with our capital campaign going great guns, we borrowed another $200 million.

And a few months later, everything started to fall apart. We had auction-rate securities, we had FGIC as our insurer, and we had a swap for about two-thirds of our debt. We were like the poster child for what can go wrong. And so a few months after we borrowed, our rates started to go very high. The highest we went was about 11 percent for one week. This was terrible. It was painful.

What began in 2008 as we all know, was a horrible revenue crisis for governments. Peter Kiernan, sChIff hardIn LLP

The pre-crisis high-water mark was about $194 million, so we have pretty much recovered. dan rubin, LInCoLn CenTer

Looking forward, one thing that weve done is to try to lock in some stability. Pam robinson, aLvIn aILey danCe foundaTIon

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Luckily, we have a strong relationship with the County of Los Angelestheyre a really important partner with us. During this time, I talked to the county treasurer and I said well, what can you do? And he said, well, we could bid on your bonds, and help stabilize your interest cost.

They changed the countys investment policy, and began bidding on our bonds. That stabilized it, because other investors saw that they could get in and out of the market. Instead of the eight, nine, ten, or eleven percent, it was more like five-and-a-half. In fact, I saw in a news article that Warren Buffet said he was buying our bonds during that time.

We refinanced in late 2008we closed the deal a week before the Lehman Brothers bankruptcy. That was pretty good timing, and it cut all our rates back below four percent.

And then, more recently, we refinanced because the letter of credit came due this year.

mr. ChIshoLm: Lets stay on this topic of the relationship between municipalities and these institutions. What kinds of support do other people in this room receive?

mr. merZ: Until two years ago, there was no public money in the entire capital structure of the Woodruff Arts Center. We now have $2 million of money, donated money, and we acquired that when we acquired the site. Our total operating resources from federal and state and local sources is less than three percent of our annual budget. So it is a double-edged sword. I wish wed had some public support, but Im glad to have our endowment and not be dependent upon public moneys.

mr. GePhardT: Public sector funding can be a mixed bag. In Lincoln Centers case, where you have up-front money for a large capital projectyou get it and then you own itthats nice because then youre no longer as dependent over the long haul in terms of operating support.

On the operating side, annual support is generally a positive, because it represents diversity of revenue. But as some saw in the last recession, when gifts are down, endowment spending is down, and public funding comes down all at the same time.

mr. ruBIn: The funding that we receive from New York City is quite large when youre talking about our capital budget. The work that we did at Lincoln Center to refurbish a large part of the facilitythats costing us around $750 millionwe received about a third of that from the city in terms of capital support. But the ongoing operating support we get from the city is very small: Out of a $110 million budget, that amount has been cut down to about a million dollars.

mr. KIernan: I can tell you that from the perspective of state government, the health and well-being of the cultural institutions is a very important concern. What began in 2008 as we all know, was a horrible revenue crisis for governments. It still persists. In New York State for a very long period we were

losing on average, $65 million a day in anticipated revenue. Thats more than a billion dollars a month, and that went on for nine or ten months where we were just hemorrhaging money. And so the states are, quite consciously but very reluctantly, not providing nearly as much money as they would like to for not-for-profits and cultural institutions.

Regarding the city, it helps us only marginally, but were thankful for everything they give us. Lawrence motz, meTroPoLITan museum of arT

We refer to ourselves as island Smith, surrounded by a sea of dirt, which is how its likely to be for the coming years. rick Johnson, The smITh CenTer

The limited group of museums and cultural institutions that have gone out with fixed-rate bond transactions this year have been those with marquee names. robert feigenson, fIrsT souThWesT Co.

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mr. feIGenson: Rick, with a large project like you have, are there plans to use it to generate economic development around new facilities?

mr. Johnson: The City of Las Vegas invested very heavily in our project as an economic development engine for a 61-acre redevelopment area in downtown Las Vegas. And at the time the city was flush, and so they provided a lot of infrastructure, the land, and they paid for a lot of environmental remediation, looking at us as the anchor tenant for that project. The anticipation was other projects would open concurrently with ours. None of those has. We refer to ourselves as island Smith, surrounded by a sea of dirt, which is how its likely to be for the coming years.

Now were looking potentially to purchase some of the land around us because we anticipate that we will be a driver of eco-nomic growth. It will take a longer time horizon than it would otherwise, but we have the opportunity potentially to purchase some of the land and preserve it for future expansion, develop-ment, sale, or whatever. It could turn out over a 10- or 15-year time horizon to be the best endowment investment we might make.

mr. moTZ: Regarding the city, it helps us only marginally, but were thankful for everything they give us. We often are very close to the margin between a deficit or a surplus in a given year, and the city is oftentimes the difference for us in whats going to be.

mr. ChIshoLm: Pam, whats your view of Alvin Aileys capital structure? Do you like it the way it is?

ms. roBInson: Well, I think we, being small, had to do a lot of planning in the beginning. And one thing that the rating agencies always liked about us is we issued debt back in the golden era of 2003, when it was a lot easier to do so. But even back then we found it very, very difficult. We could not find a letter of credit, we couldnt get bond insurance. We begged and borrowed.

But one thing weve always tried to do is have very diverse operations. Everybody knows about Alvin Ailey American Dance Theater, but we also have a large school. And when we developed our building, we developed another dance program and classes for adult non-dancers, which has proven to be really successful. So that diversity of revenues, coupled with a very scalable structurewere not committed to a lot of fixed costs up fronthas really stood the test of the financial crisis.

Looking forward, one thing that weve done is to try to lock in some stability. For example, you might have heard recently we reached a 10-year deal with City Center here in New York City. And thats really helpful because performances are a huge percentage of our revenues. Also, as weve been generating operating surpluses, we are trying to grow our reserves and quasi-endowment to provide a bigger cushion against the economy.

mr. ChIshoLm: Im curious about how discussions with your boards have gone in the wake of the financial crisis.

On the operating side, annual support is generally a positive, because it represents diversity of revenue. dennis Gephardt, moodys InvesTors servICe

The board got behind us and stood up from a directional point of view and also from a financial, contribution side. Brian finck, seGersTrom CenTer for The arTs

We refinanced in late 2008we closed the deal a week before the Lehman Brothers bankruptcy. ann rowland, Los anGeLes CounTy museum of arT

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mr. fInCK: Theyve become more conservative. The board now is more focused on diversification, on the investment side and on the debt side. They dont want any surprises of having too much in one basket. And theyre just a lot more conservative with that.

Although on the positive side from the board what I saw is a lot more support coming in the down times. The board got behind us and stood up from a directional point of view and also from a financial, contribution side. Revenues did flatline, but they would have gone down if it wasnt for the backup from the board.

mr. GePhardT: Really understanding the board and its governance is important for the rating. I think management is key and really the starting point of many of our opinions. And you all know we develop a lot of numeric measures, but really without the proper governance and management, none of that really adds up until we get the proper oversight. We have seen a variety of responses in the financial crisis. Clearly there are some boards who just said wed rather sleep better at night, and even if that means our cost of capital is higher, we value that.

mr. ChIshoLm: Lets talk about interest rate hedging for a second. For those of you who have swaps, if you were starting from scratch and looking for savings, would you do it again?

mr. ruBIn: I think at the time it was the right decision. I think it was very much a strategic position at Lincoln Center that we have some fixed debt, we have a hybrid of variable and fixed, which is these swaps, and then have some variable. So I think that was the right decision to make. Today, my desire to not have the swaps is not necessarily a function of the rate, its the collateral that were posting because they are underwater. That still in a sense is an asset, but its not a liquid asset. And so I would do swaps today, but I would make sure that the collateral threshold was much higher.

ms. roWLand: Well, having a swap for a good portion of the debt did give us fewer options when the swap was really underwater. We would have considered a fixed-rate refinancing, but because our swap was so far out of the money, it didnt make any sense to do that. We were able to make certain that we didnt have any collateral-posting requirements, so that hasnt been an issue for us. But the swap is by far the most expensive part of our debt.

mr. ChIshoLm: So in the wake of the financial crisis, with the bond insurers out of the picture, and all the changes in bank letter of credit markets, and increased focus on counterparties, how concerned are you about having access to the capital markets?

mr. PosTma: Were not that concerned about accessing capital markets. I think demand for good credit-rated nonprofits is still strong.

mr. ChIshoLm: Let me play devils advocate for a moment. If the banks may or may not be there and the bond insurers are gone, then the buy side has to pitch in. And unless youre a global name, which several of you are, maybe access to the capital markets should be a concern.

mr. feIGenson: The limited group of museums and cultural institutions that have gone out with fixed-rate bond transactions this year have been those with marquee names that, much like MoMA, would be received very favorably. n

If interest rates were higher, our triple-A guarantee would be much more valuable. steve merz, Woodruff arTs CenTer

I think demand for good credit-rated nonprofits is still strong. Jan Postma, museum of modern arT

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mr. ruBIn: One of the more positive experiences weve seen since the onset of the Great Recession has been our boards greater interest in forcing us to be more business oriented, to be more entrepreneurial.

When were redeveloping different areas of the campus, like Alice Tully Hall, the board says, okay, you guys have done that. Now, how are you going to run Tully as a better business? How are you going to not just manage the costs of the hall, but how are you going to bring out the hall when its not being used by constituents? We built a restaurant. How are you going to market that restaurant and how are you going to be able to increase earned income as a result of that restaurant?That brought us to a point where we have developed an international consulting practice, as the city of Tianjin in the Peoples Republic of China has asked us to help them develop their performing arts center. And we already have received significant funding to do that.

Just like we talked about diversity in the financing portfolio, I find that our board at Lincoln Center is also saying, how can you diversify your income stream? And I would say the other thing that has been a little heartwarming is that when it came to managing costs during this period of time, most board members were very, very supportive of not reducing programming costs, because that is the heart of our mission.

mr. ChIshoLm: So Jon, how does your revenue mix look today and how will it look different five years from now?

mr. rosenheIn: Well, the recession for us is sort of a triple whammy. We have a large endowment, which is great when things are performing normally, but when things are in the condition that they are in currently, its a big drag on our revenue. So five years ago, our endowment provided about 50 percent of our annual revenue. Its more like 42 or 43 percent now. Everyone has some form of the second problem, which is fundraising. When times are tighter, donors are harder to find. But the third element may be a little bit unique, which is that our students are finding it even more difficult to afford a private higher-education experience. So part of our equation is to go easier on tuition, which doesnt mean reducing it or having it frozen, but having it grow more slowly than it might normally.

Similar to Dan, were trying not to divest or dis-invest in our programs, because thats why the students are there in the first placethat seems, to all of our board members, to be exactly the wrong thing to do. But we have to find new sources of revenue.

the bond buyers culturAl Forum

New Initiatives,Continuing Missionusing new programs to grow revenues and Audiences

Alvin Ailey is a little unusual in the nonprofit space, but weve always tried to diversify our revenue and our operations. Pam robinson, aLvIn aILey danCe foundaTIon

The Morgan is both an independent research library and a museum. Kristina stillman, The morGan LIBrary and museum

It was a tremendous, eye-opening opportunity for us on why we have to expand. steven merz, Woodruff arTs CenTer

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The Broadway product is the money maker for us. Brian finck, seGersTrom CenTer for The arTs

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ms. roBInson: Alvin Ailey is a little unusual in the nonprofit space, but weve always tried to diversify our revenue and our operations. We opened our new building back in 2004. And as we were planning for that we were trying to think of what could we do that would generate net positive revenue and support the operations of the building. And thats when we came up with the idea of the extension program, which was created for the adult non-dancers people like me.

ms. sTILLman: The Morgan is both an independent research library and a museum. Until five years ago, when we reopened, we exclusively used the name the Pierpont Morgan Library. We have had a lot of image issues to help the public to understand that we are a museum and we want them to come and see our exhibitions and do all the traditional things museum goers do.

mr. PosTma: The MoMA board has also been very supportive of fostering emergent innovation from the staff as a whole. For almost all of us in the room, employee salaries and benefits might be one of our largest items on the expense side, but thats also the biggest asset that we have as institutions. What we have really tried is to create a sense of employee engagement in terms of coming up with new revenue streams.But you cant turn your finances on a dime. A new revenue stream in, say, 2015 is going to be the result of actions and investments and employee ideas that started to develop in 2012 or earlier.

mr. ChIshoLm: What are some examples of new ideas that have come from your employees that will generate revenues in the next five to ten years?

mr. PosTma: You might have something like staying open seven days a week during the summertime, which we tried this past year. In 2011, we created nine revenue teams that were led by different employees, and each of those teams came up with a myriad of ideas. And some of thosein fact, as many as we couldwere piloted during the year, and some of them are starting to pay off now. They really run the gamut from large ideas around audience to something that might not even be noticed by the general public but could still have a positive return.

mr. merZ: Through a set of circumstances, we had the opportu-nity to establish a beachhead in a city called Alpharettawith a classical-music program at an outdoor amphitheater with about 12,000 seats. Over 50 percent of the people who attended that had never heard the Atlanta Symphony before. Not only that, they had never been to an orchestral concert before. And what we realized out of that was a huge educational opportunity: Not only to educate them as to performance but to educate them to the fact that the ticket price only covers 50 percent of the cost. It was a tremendous, eye-opening opportunity for us on why we have to expand.

ms. roWLand: Weve been looking at options of how to deal with LACMA West, which was the old May Company building that was going to be part of our transformation project. When our fundraising fell off, we put that on hold. Well, earlier this month we signed a Memorandum of Understanding with the Academy of Motion Picture Arts and Sciences to put an academy museum of motion pictures in LACMA West. And this was in part to help with the fact that were not able to

So the challenge for me is identifying those revenue opportunities that fit the mission. rick Johnson, The smITh CenTer

When times are tighter, donors are harder to find. Jon rosenhein, The JuILLIard sChooL

Most board members were very, very supportive of not reducing programming costs, because that is the heart of our mission. dan rubin, LInCoLn CenTer

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With Los Angeles being the film capital of the world, we think the juxtaposition of those two facilities on our campus will bring a lot of new visitors for both. ann rowland, Los anGeLes CounTy museum of arT

In 2011, we created nine revenue teams that were led by different employees, and each of those teams came up with a myriad of ideas. Jan Postma, museum of modern arT

renovate that building because of the fundraising shortfalls, and to bring new revenues to the institution. With Los Angeles being the film capital of the world, we think the juxtaposition of those two facilities on our campus will bring a lot of new visitors for both.

mr. fInCK: I was going to say we have used the opportunity for new revenue sources in nontraditional areas. We also didnt want to cut back on core programs, so we do a lot of weddings now, and corporate eventsweve become a great location site for TV commercials, new-car launches and things like that. So its an income source for us that we didnt have before, and its also creating an awareness of our campus.

We also looked at how to maintain our core programming, which typically required a subsidyour classical music, the chamber music, the opera and the dance program. The Broadway product is the money maker for us. So we brought in more Broadway to support all the other programming that we want to maintain.

mr. Johnson: I wanted to add the caution that the search for earned income can also be a huge distraction within an organization. When I was with Washington National Opera, we were being driven by some of our board members to find any kind of business that might generate some revenue, no matter how thinly connected it was to our mission. We were going to develop a cultural Web site for South America. Dont ask me why. So the challenge for me is identifying those revenue opportunities that fit the mission.

mr. feIGenson: How are the people in this room using social media to engage with younger demographics and donors and members?

ms. roBInson: We were very fortunate to get a grant from the Doris Duke Foundation to do this. It was an initiative from

Doris Duke that financed it. We got a grant called Leading for the Future, and we used that to completely revamp our Web site and promote cross patronage amongst all the different facets of Ailey and to really try to build a database that could objectively give us quantitative measurements of our cross patronage between our school and our ticket buying and everything else. And part of that initiative was to hire staff to oversee the social networkingwe have a Facebook page now and we are blogging away. So its been really successful.

mr. PosTma: We charge less for our tickets if you buy them online, and there are no service fees. Wed rather get someones email address and be able to communicate with them as part of our audience engagement than have the extra two dollars and fifty cents for charging them full price for a ticket.

In 2010, MoMA came close to maxing out the number of people we could fit through the gate. If you truly want to engage with your admissions, its really about scale and its about how to reach them online.

mr. ChIshoLm: Jon, five years from now, how will your revenue mix look compared to today?

mr. rosenheIn: I think we are going to be more international than we are now. We get a lot of students from around the world, but we havent really made conscious efforts to leverage the brand internationally in ways that are consistent with the existing mission focusing on education and performance. Like the others in the room, the board is very conscious about not diluting the name brand or dumbing-down what the school does, but I think well be around the world in selected places that make sense for us in the education department. An example would be partnering with not-for-profits or governments in other countries that want to bring a Juilliard-style education to their localities that dont have good access to high-quality performing arts education. Thats probably been possible for the last 50 years, but the necessity of doing those kinds of things has not been there. n

Commercial banking products and services are provided by Wells Fargo Bank, N.A. Investment banking and capital markets products and services are provided by Wells Fargo Securities, and are not a condition to any banking product or service. Wells Fargo Securities is the trade name for certain securities-related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, member NYSE, FINRA, and SIPC, and Wells Fargo Bank, N.A. 2011 Wells Fargo Bank, N.A. Member FDIC. All rights reserved. MC-3208