Stephen M. Todd Ernst & Young Global Vice Chairman

(Retired June 30, 2010)

95 Quail Hollow Drive, Moreland Hills, OH 44022 • 1.440.991.7912 • steve@smtodd.com

Board of Director Positions

On November 4, 2010, I was appointed to the Board of Directors of Dover Corporation, based in Chicago, Illinois. Dover is a diversified global manufacturer of value-added products and components that serve a variety of industrial and commercial markets including energy, product identification, material handling, electronic components and equipment, mobile equipment, fluid solutions, and engineered products.

On November 30, 2011, I was appointed to the Board of Trustees of PNC Funds and PNC Advantage Funds (the Trusts). The Trusts are registered under the Investment Company Act of 1940, as amended, as open-end management investment companies. The PNC Funds Trust offers four asset categories for investment consisting of Equity Funds, Fixed Income Funds, Tax Exempt Bond Funds, and Money Market Funds. The PNC Advantage Funds Trust offers three diversified investment portfolios consisting of Institutional Government Money Market Fund, Institutional Money Market Fund, and Institutional Treasury Money Market Fund.

Effective December 2, 2011, I was appointed to the Board of Directors of John Carroll University (JCU). JCU is a private, Jesuit university located in University Heights, Ohio providing programs in the liberal arts, sciences and business at the undergraduate and master's levels.

Ernst & Young Positions and Responsibilities

Independent Consultant- Global Assurance Professional Practice, London, UK (July 2010 to December 2010)

I was engaged by Ernst & Young to provide technical accounting, auditing and financial reporting advice and support to the Global Assurance Professional Practice Group based in London, UK. This consulting arrangement was designed to enable a smooth transition of knowledge and responsibilities to my successor as Global Vice Chairman -Assurance Professional Practice.

Global Vice Chairman- Assurance Professional Practice, London, UK

(July 2003 to June 2010)

As the Global Vice Chairman -Assurance Professional Practice, I resided in London for seven years serving as Ernst & Young's leading global technical and risk management partner with responsibility for developing and directing our Global Professional Practice organization, which included:

• Global Professional Practice Accounting and Auditing Committee comprised of Area Professional Practice Directors (Senior Technical Partners) who are responsible for accounting, financial reporting and audit quality in their Areas

• Global International Financial Reporting Standards (IFRS) Group based in London, which works closely with the International Accounting Standards Board (IASB) and develops I FRS policies, interpretations and guidance

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• Area IFRS Desk resources located in various countries, which provide accounting and

financial reporting support and assistance to clients and engagement teams

• US Global Capital Markets Centers, which provide support to clients and engagement

teams in connection with cross-border transactions into the US on such matters as

US General ly Accepted Accounting Principles (GAAP), US Securities and Exchange

Commission (SEC) financial reporting and Public Company Accounting Oversight

Board (PCAOB) aud iting

• Global Audit Methodology (GAM) group based 1n Cleveland, Ohio and London, UK,

which prov1des interpretations and auditing guidance in connection with the

International Standards on Auditing (ISAs) and develops and maintains Ernst &

Young GAM used on all audits around the world

• Global Audit Quality Review organization, which develops and oversees the execution of

Ernst & Young internal audit quality reviews and coordinates the external

inspections performed by regulators and standard-setters

Working with the above resources, I was responsible for developing policies and procedures in

connection with account1ng, financial reporting and audit quality for all Ernst & Young practices

around the world . In addition, I was the final dec1sion-maker in connection with significant client

consultations on accounting, financial reporting and auditing matters.

Area Managing Partner-Assurance & Advisory Business Services, Cleveland, Ohio (July

1995 to September 2ooo)

As an Area Managing Partner for Assurance & Advisory Business Services, I was responsible for

the growth and profitability of 10 Ernst & Young practice offices (Akron, Buffalo, Canton,

Charleston, Cleveland, Detroit, Pittsburgh, Rochester, Syracuse, and Toledo). In this capacity, I

worked closely with office managing partners and client serving professionals and was very

active in developing new business and enhancing client relationships with key decision makers.

Some of my other responsibilities were as follows :

• Prepared annual operating budgets for the Area practice, monitored actual results as

compared to budget, and determined appropriate operating strategies based upon

these results

• Established appropriate revenue goals for auditing and advisory business services for

each practiCe office and client serving partner

• Implemented strategies for developing effective relationships w1thin each local business

community • Reviewed all client acceptances and assigned coordinating partners to t he most

significant accounts in the Area

• Developed recrui t ing strategies to meet the client service needs in the Area

Client Serving Experience

During my 40 year career with Ernst & Young I served clients in a variety of industries including

manufacturing, financial services, health care, real estate and retail. I also have extensive

experience in performing financial due diligence 1n connection w ith mergers and acquisitions by

corporate and private equity firms and assistmg emerging growth companies in initial public

stock offerings.

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I served as coordinatmg partner (and lead audit partner) on the following significant

engagements:

• Eaton Corporation-- a multinational, diversified manufacturing company (2000-2003)

• lnvacare Corporation-a multinational health care manufacturing company (1998-2002)

• National City Corporation- a bank holding company (1992-1998)

• The Cleveland Clinic Foundat1on - a multi-location healthcare institution with public

revenue and facility bonds (1990-1997)

• BarclaysAmericanCorporation -- Subsidiary of Barclays Bank PLC, a US SEC registrant

and diversified consumer and commercial finance company based in Charlotte, North

Carolina (1982-1988)

I also served as the quality review partner and SEC reviewing partner on the following significant

multinational engagements:

• ABB- an engineering, construction and manufacturing company (2003-2007)

• Adecco- a temporary employment staffing company (2004- 2008)

• TRW - an automotive components parts manufacturer and defense contractor (2001-

2004)

My client service and Global Professional Practice experiences have provided me with the

opportunity to work closely with many international clients and audit engagement teams on

I FRS, ISA, US GAAP, PCAOB and US SEC issues.

Personal Information

• Graduated with honors from John Carroll University in May 1969 with a Bachelor of

Science in Business Administration degree

• Graduated with honors from The Oh1o State University in September 1970 with a

Masters of Accountancy degree

• Certified Public Accountant, Ohio (1971) and North Carolina (1981)

• Attended the Executive Program at the Kellogg School of Business in 1987

• Graduate of Leadership Cleveland, Class of 1989-1990

• Married (Rita) with 4 adult children and 7 grandchildren

• Enjoy reading historical fiction; golfing; travelling; spending t ime with family

References

References will be furnished upon request .