ERISA Section 408(b)(2) Disclosure for Global Banking and Markets

Bank of America, N.A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Merrill Lynch Professional Clearing Corp.

Merrill Lynch Valuations LLC

Subsidiaries of Bank of America Corporation (BAC) and their relevant affiliates

 

What is the purpose of this disclosure document?

 Many of our clients are, or act on behalf of, pension plans governed by the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or similar laws. ERISA requires that all service arrangements with ERISA plans satisfy certain minimum regulatory requirements. Often service arrangements are structured to comply with the minimum requirements contained in section 408(b)(2) of ERISA. New U.S. Department of Labor ("DOL") rules under that section provide that certain service providers must now furnish disclosures about their services and compensation arrangements to the responsible plan fiduciary of their ERISA plan clients on or before July 1, 2012. This document is intended to consolidate those disclosures, many of which are available in existing documents that have already been made available to all of our clients. If you need another copy of such existing documents, please contact us.

 

How do I use this disclosure document?

 This disclosure relates to all relevant lines of business and products in our Global Banking & Markets (GBAM) business segment. GBAM provides a variety of services to its institutional investor clients in support of their investing and trading activities. Other BAC business segments (including Global Wealth & Investment Management) may have other arrangements with plan clients that this document does not address and those segments may also be providing required disclosures. If you have questions or need further information regarding arrangements with plan clients in such other business segments, please contact your BAC representative for those arrangements. This disclosure sets forth each category of required information separately for each GBAM line of business. If you believe this disclosure is applicable to you or a plan client for whom you are a responsible fiduciary, you should review the portions of the disclosure that relate to the service(s) that we provide to the plan client. If you are not the responsible fiduciary, please forward this disclosure to the appropriate responsible fiduciary of the plan client.

 

 In addition, if you are a client of an introducing broker, you should contact your introducing broker for any required disclosures.


Description of Services

Cash Equity Securities

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") may provide execution services as a broker in connection with the purchase and sale of equity securities executed on an agency basis.

 

Futures

As further described in a plan client's Institutional Futures Client Account Agreement or similar agreement and any Futures Client Account Application, disclosure statements, and notices (collectively, the "Futures Agreement"), MLPF&S may provide services as either an executing broker and/or clearing broker in connection with the purchase and sale of Futures Contracts (as that term is defined in the Futures Agreement).

 

Prime Brokerage

As further described in a plan client's Prime Brokerage Account Agreement (the "PB Agreement"), Merrill Lynch Professional Clearing Corp. ("MLPCC"), Bank of America, N.A. and their affiliates may provide a range of services, including custodial services and executing and settling securities and other transactions on an agency basis on the plan client's behalf (as a broker, clearing agent or both).

 

In addition, Bank of America, N.A./Merrill Lynch International Bank Limited may provide an FX prime brokerage facility to a plan client.

 

OTC Clearing

As further described in a plan client's Futures Agreement as supplemented by the Cleared Derivatives Transactions Addendum (the "Cleared Derivatives Addendum") MLPF&S may act as a clearing member in connection with certain over the counter derivatives transactions.

 

Global Transaction Services (GTS)

Bank of America N.A. and affiliates of BAC may provide an extensive range of depository, corporate treasury and related banking products and services. The services we provide to a plan client will be described in one or more documents that have been previously provided, which may include a Deposit Agreement and Disclosures document, an Authorization and Agreement for Treasury Services and accompanying Treasury Services Terms and Conditions Booklet and/or similar documents.

 

 

PriceServe/Valuation Services

As further described in a plan client's Subscriber Agreement for PriceServe, Merrill Lynch Valuations LLC may make available certain valuation data with respect to certain securities, loans, derivatives and other financial instruments. In addition, Merrill Lynch Valuations LLC or one of its affiliates may provide valuation services as further described in the applicable agreement with a plan client.


Status

All Lines of Business

We do not expect to provide services to plan clients as either a fiduciary (as that term is defined in ERISA) or as an investment adviser registered under either the Investment Adviser Act of 1940 or any state law.


Direct Compensation

Cash Equity Securities

We charge a commission for trades that we execute as broker for your account on an agency basis. The total amount of the brokerage commission will be confirmed in writing after the trade is executed. Commissions charged for equity securities trades vary but generally do not exceed $0.05 per share transacted.

 

Futures

We will generally receive a commission with respect to any trade for which we act as broker or clearing broker. The commissions and any other similar charges a plan client pays will be set forth in the Futures Agreement (including any fee schedule related thereto) or otherwise provided in writing (including electronically) to you.

 

Prime Brokerage

We will generally receive a fee or commission with respect to any securities or other trades executed on an agency basis for which we act as broker or clearing agent. Any fees, commissions and any other similar charges that a plan client pays will be set forth in its PB Agreement (including any fee schedule related thereto) or otherwise provided in writing (including electronically) to you.

 

As described in the PB Agreement, we may also hire subcustodians. The principal subcustodians are the Depository Trust Company (acting together with its clearing affiliates, the National Securities Clearing Corporation and Fixed Income Clearing Corporation), The Options Clearing Corporation and Euroclear Bank SA/NV, which, by their breadth are able to hold the substantial majority of positions that we maintain for our clients. The aforesaid subcustodians provide significant operational efficiencies at reasonable cost, which, together with their extensive Participant (i.e., member) network makes them, in essence, industry utilities ("Industry Custodian"). There are an assortment of fees that are charged by subcustodians for particular services rendered in various jurisdictions. The charges appearing on the client's account statements are inclusive of subcustodian fees. The principal fees charged by subcustodians are basic custody fees and transaction fees.

 

The Industry Custodians have published rates for their services and do not negotiate rates individually with Participants. Further information regarding the schedule of fees for the Industry Custodians can be found at the following websites:

 

Depository Trust Companyhttp://www.dtcc.com/products/documentation/dtcfeeguide.pdf

Options Clearing Corporation

http://www.optionsclearing.com/membership/schedule-of-fees/

Euroclear Bank SA/NV

https://www.euroclear.com/site/publishedFile/MA0007_tcm86-109030.pdf&action=dload

You should check these websites for periodic updates.

 

In addition, other subcustodians (generally banks) are employed for certain specialized securities and other investment instruments and for holdings in certain jurisdictions outside the United States. For the most part, subcustodians that are not Industry Custodians are retained to hold securities that are ineligible to be held by Industry Custodians. These subcustodians (other than Industry Custodians) will be compensated based on rates negotiated on an arm's length basis as set forth in the respective custody agreements with the sub-custodians and which apply generally to our clients. Should you require further information regarding subcustodians please contact us.

 

In addition, with respect to a plan client's FX prime brokerage facility, we will generally receive a fee for executing transactions as described in a letter of understanding with the plan client or as otherwise provided in writing (including electronically) to you.

 

OTC Clearing

 We will generally receive a commission with respect to any trade for which we act as clearing member. The commissions and any other similar charges will be set forth in the Futures Agreement as supplemented by the Cleared Derivatives Addendum (including any fee schedule related thereto) or otherwise provided in writing (including electronically) to you.

 

Global Transaction Services (GTS)

When a pension client opens an account, it will receive a fee schedule listing the charges for our services. As described in your fee schedule, for analyzed accounts we employ an analysis system whereby clients receive earnings credit against our fees that depend on the amount of cash held on deposit in the accounts. Alternatively, a pension client may open an interest bearing account whereby the amount of cash held on deposit earns a variable rate of interest.

 

PriceServe/Valuation Services

Our fees will be set forth on the fee schedule in an exhibit to your Subscriber Agreement for PriceServe or in the applicable agreement/fee schedule for other valuation services.


Indirect Compensation

Cash Equity Securities

The following arrangements and practices may constitute indirect compensation:

 

In connection with executing transactions in the marketplace, we route orders to national securities exchanges, alternative trading systems, electronic communications networks, and broker-dealers ("Market Centers"). Certain of these Market Centers offer monetary credits for orders that provide liquidity and assess charges for orders that take liquidity. Whether a Market Center offers us a net credit or assesses us a net charge is determined based on the overall volume of business that we transact with the applicable Market Center over a given period (typically a month) and is not individually based on the activity of any particular account. In addition, we participate in the options order flow programs that are sponsored by various options exchanges and approved by the Securities and Exchange Commission ("SEC"). These exchange-sponsored programs offer payments for listed option orders that are directed to such options markets. When handling equity security orders, we pursue different execution strategies across multiple Market Centers consistent with our best execution obligation, taking into account market conditions, client instructions, liquidity dynamics and price improvement opportunities. These Market Centers competitively employ different and frequently revised pricing schedules with respect to charges, credits and other payments. As a result, it is not possible to predict with reasonable certainty the amount of indirect compensation, if any, that may be received with respect to your particular orders.

 

In accordance with SEC Rule 606, we disclose, on a quarterly basis, the top Market Centers to which we route customer orders for execution. Please see our disclosure at

 http://www.ml.com/index.asp?id=7695_8425_8016_7296#sec_order_execution  for details concerning our order routing practices and a description of the material aspects of our relationships with Market Centers. In general, we expect annually to incur charges (rather than receive credits) across Market Centers on a net basis with respect to the aggregate business we transact over such period. Further information on the charge/credit schedules for Market Centers can be found at the following websites:

 

Options

 BATS and BATS Y: http://batstrading.com/FeeSchedule

 CBSX: http://www.cboe.com/publish/cbsxfeeschedule/cbsxfeeschedule.pdf

 CHX: http://www.chx.com/content/participant_information/Rules_Fee_schedule.html

 EDGA: http://www.directedge.com/Membership/FeeSchedule/EDGAFeeSchedule.aspx

 EDGX: http://www.directedge.com/Membership/FeeSchedule/EDGXFeeSchedule.aspx

 NASDAQ, NASDAQ BX, NASDAQ PSX: http://www.nasdaqtrader.com/trader.aspx?id=pricelisttrading2

 NSX: http://www.nsx.com/content/nsx-fee-schedule

 NYSE: http://usequities.nyx.com/markets/nyse-equities/trading-fees

 NYSE AMEX: http://usequities.nyx.com/markets/nyse-amex-equities/trading-fees

 NYSE ARCA: http://usequities.nyx.com/markets/nyse-arca-equities/trading-fees

 Cash Equities (Other than Options)

 BATS: http://www.batstrading.com/FeeSchedule

 BOX: http://www.bostonoptions.com/pdf/BOX_Fee_Schedule.pdf

 CBOE: http://www.cboe.com/publish/feeschedule/CBOEFeeSchedule.pdf

 C2: http://www.cboe.com/publish/C2FeeSchedule/C2FeeSchedule.pdf

 ISE: http://www.ise.com/assets/documents/OptionsExchange/legal/fee/fee_schedule.pdf

NASDAQ OMX PHLX: http://www.nasdaqtrader.com/content/marketregulation/membership

 /phlx/feesched.pdf

 NASDAQ OMX: http://www.nasdaqtrader.com/Micro.aspx?id=OptionsPricing

 NYSE ARCA:  http://globalderivatives.nyx.com/sites/globalderivatives.nyx.com

 /files/nyse_arca_options_fee_schedule_may_08_12.pdf

 NYSE AMEX: http://www.nyse.com/pdfs/NYSEAmex_Options_Fee_Schedule.pdf

 

You should check these websites for periodic updates.

 

FutureFutures

The following arrangements and practices may constitute indirect compensation:

 

• As disclosed in the Futures Agreement, in conjunction with clearing or execution services we provide to plan clients, we may, in some circumstances, direct orders to unaffiliated market makers, other executing firms, individual floor brokers or floor brokerage groups for execution. When such unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Any price concessions or volume discounts we receive are passed on to our clients. Furthermore, in general, we do not expect to receive any refunds, rebates or similar payments from such venues. We will, however, receive a $0.50/contract rebate from ICE Futures U.S. for a three month period ending August 31, 2012 for the clearing of newly-listed grain futures.

 

 • As described in the Futures Agreement, a plan client may have granted us the right to pledge, re-pledge, hypothecate, re-hypothecate, engage in repurchase or reverse repurchase transactions with respect to, invest or loan, either separately or with the property of other clients, to either ourselves as broker or to others, any securities or other property held by us on margin for their accounts or as margin or collateral for futures contracts. Because Commodity Futures Trading Commission ("CFTC") Regulation 1.25 (which may be amended by the CFTC from time to time) currently limits the instruments in which we can invest collateral to certain U.S. and U.S. agency obligations, municipal securities, bank CDs, commercial paper and corporate notes/bonds fully guaranteed by the U.S. and money market mutual funds, the return that we may earn by investing that collateral will be limited by the nature of those instruments, the returns of which will vary and are generally dependent on prevailing interest rates.

 

Prime Brokerage

The following arrangements and practices may constitute indirect compensation:

 

• As described in the PB Agreement, a plan client may have granted us the right, among other things, to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of the Collateral (as defined in the PB Agreement). In exercising such rights, we will use the Collateral up to the maximum allowable level permitted under U.S. Federal securities laws, that is employing Collateral having a value of up to 140% of your debit balance. Such use may include the sale of any such Collateral up to the amount described above. Cash balances, commonly termed "free credit balances," are not entitled to receive interest unless individually negotiated by the client (which will be reflected in the client's agreement or some other communication between the parties). SEC rules provide a formula that dictates the amount of cash that is required to be segregated and held at a bank for clients as a whole.

 

 • Also, see the above disclosures relating to our Cash Equity Securities and Futures businesses, as those disclosures may apply equally to the extent we execute equity securities or futures trades in connection with a plan client's prime brokerage arrangement.

 

OTC Clearing

The following arrangements and practices may constitute indirect compensation:

 

• As described in the Futures Agreement, plan clients may have granted us the right to pledge, re-pledge, hypothecate, re-hypothecate, engage in repurchase or reverse repurchase transactions with respect to, invest or loan, either separately or with the property of other clients, to either ourselves as broker or to others, any securities or other property held by us on margin for their accounts or as margin or collateral therefor. Because CFTC Regulation 1.25 (which may be amended by the CFTC from time to time) currently limits the instruments in which we can invest collateral to certain U.S. and U.S. agency obligations, municipal securities, bank CDs, commercial paper and corporate notes/bonds fully guaranteed by the U.S. and money market mutual funds, the return that we may earn by investing that collateral will be limited by the nature of those instruments, the returns of which will vary and are generally dependent on prevailing interest rates.

 

 • In connection with the development, establishment and maintenance of, and/or participation in, various  swap clearinghouses, exchanges, execution facilities, or similar derivative trading platforms or systems ("Platforms"), we may be eligible for revenue/profit sharing, rebates, credits, fee waivers, caps/floors or discounts, or similar payments, arrangements, benefits or incentives which may be determined by a variety of factors including, for example, the volume of transactions we submit for clearing or trading through the Platform, whether a certain threshold level of fees are received by the Platform in connection with our trades, and/or the total amount of earnings by the Platform over a given period.  The specific arrangements and eligibility criteria vary from Platform to Platform and are not generally based solely on an individual client's trade.  As a result, it is not possible to predict with reasonable certainty the amount of indirect compensation, if any, that may be received with respect to a particular client's trade.

 

Additional disclosure with respect to material conflicts of interest is set forth in the Futures Agreement.

 

Global Transaction Services (GTS)

The following arrangements and practices may constitute indirect compensation:

 

We may receive revenue sharing or similar fees from money market mutual funds that we make available to our clients as cash management products. Any such fees generally range up to 10 basis points of the amount invested.

 

If a plan client sends a payment denominated in U.S. dollars to an account denominated in a foreign currency, under certain circumstances an intermediary bank or receiving bank may convert the payment into the applicable foreign currency and we may receive compensation from such a bank in connection with the conversion.

 

PriceServe/Valuation Services

We do not reasonably expect to receive any indirect compensation.

 

All Lines of Business

Our internal policies prohibit our employees from accepting gifts or entertainment from ERISA fiduciaries or their representatives or on account of any ERISA plan. Thus, we do not reasonably expect to receive any gifts or entertainment or similar items that would constitute indirect compensation.


Compensation Paid Among Related Parties

All Lines of Business

Any BAC entity that performs a service for, or transacts with, a plan client's account may share some or all of its fees or other remuneration with other BAC affiliates that assist in providing that service or transaction. For example, when a plan client executes a trade on a non-U.S. exchange, the U.S. BAC entity directly servicing the plan client may share a portion of its commission with the non-U.S. BAC affiliate that actually executed the transaction on the non-U.S. exchange. These sharing arrangements are generally structured and performed on an arm's length basis.


Compensation for Termination of Arrangement

All Lines of Business

Except with respect to GTS where certain products elected by a client may contain an early withdrawal or termination fee (which is disclosed in the applicable product documents), we will not receive any compensation for the termination of a plan client's relationship other than the payment of commissions, fees or costs that have been incurred but not yet paid.

 

Special note regarding Form 5500

 Based on Q&A 3&4 of the U.S. Department of Labor's FAQs About The 2009 Form 5500 Schedule C, we generally expect any compensation we may receive in connection with any services that we may provide to pension plans subject to ERISA to constitute ordinary operating expenses for Form 5500 purposes. Ordinary operating expenses do not constitute indirect compensation that is reportable on Form 5500. Thus, we do not expect to receive any compensation that is reportable for Form 5500 purposes.

 

Disclaimer

The new DOL rules that describe the forgoing disclosures are complex and often ambiguous in their application to many arrangements described herein. These rules are also the subject of continuing DOL guidance. We have prepared the foregoing disclosures in good faith and with reasonable diligence. To the extent we have referenced agreements or other documents herein, you should review those agreements or other documents in full, as they may contain additional information that may be relevant to required disclosures under the new DOL rules.

You are now leaving Bank of America Merrill Lynch.

By clicking Continue, you will be taken to a website that is not affiliated with Bank of America Merrill Lynch and may offer a different privacy policy and level of security. Bank of America Merrill Lynch is not responsible for and does not endorse, guarantee or monitor content, availability, viewpoints, products or services that are offered or expressed on other websites.

You can click the Cancel button now to return to the previous page.

CancelContinue

General Disclaimer for Bank of America Merrill Lynch

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.

Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
© 2016 Bank of America Corporation.

Disclaimer for Australia:

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation ("BAC"). Lending and other commercial banking activities are performed globally by banking affiliates of BAC and in Australia by Bank of America, N.A. Australian Branch ("BANA Australia"). Securities, corporate advisory and capital markets services are performed in Australia by Merrill Lynch Markets (Australia) Pty. Limited, Merrill Lynch (Australia) Futures Limited, Merrill Lynch Equities (Australia) Limited and their related bodies corporate (together "BofAML") which hold, or are exempt from the requirement to hold, an Australian Financial Services Licence. Apart from BANA Australia, none of the other BofAML entities including BAC are Authorised Deposit-taking Institutions authorised under the Banking Act 1959 of Australia nor regulated by the Australian Prudential Regulation Authority. The obligations of BofAML entities (other than BANA Australia) do not represent deposits or other liabilities of BANA Australia and are not guaranteed by BANA Australia.

©2016 Bank of America Corporation. Published in Australia by BANA Australia.

Disclaimer for India:

Bank of America N.A. and DSP Merrill Lynch Limited are subsidiaries of Bank of America Corporation operating in India.

Bank of America N.A.: Bank of America provides the following banking products in India: working capital and term loans, structured finance, export finance, global cash management, trade products, foreign exchange services and currency solutions.

DSP Merrill Lynch Limited: DSP Merrill Lynch provides the following services in India: Research, Equity Sales & Trading, Futures & Options, Electronic Trading, Equity Capital Markets, Debt Capital Markets and M&A. SEBI Regn Nos. Research Analyst: INH000000503, Stock Broking: INB/INF 011348134, INB/INF 231348138, Merchant Banker: INM000011625, Depository Participant: IN-DP-NSDL-223-2001. Registered Office: DSP Merrill Lynch Limited, Ground Floor, A-Wing, One BKC, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India. Tel.: (91-22) 6632 8000. For specific investor grievances, if any, email IDs are brokingindia@ml.com, dpindia@ml.com, dg.india_merchantbanking@baml.com. Compliance officer – Nishith Mehta, Email: nishith.mehta@ml.com, Tel No.: +91 22 6632 8000

Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is a registered broker-dealer and member of SIPC, and in other jurisdictions, locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured. May Lose Value. Are Not Bank Guaranteed. © 2016 Bank of America Corporation.

Disclaimer for Brazil:

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.

Ouvidoria Bank of America Merrill Lynch1 | DDG: 0800 886 2000 | email: ouvidoria_bamlbrasil@baml.com
1 Bank of America Merrill Lynch Banco Múltiplo S.A. e Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários

Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.

© 2016 Bank of America Corporation.

Disclaimer for Latin America:

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA.

Bank of America Corporation and its affiliates do not perform in any jurisdiction banking activities that are reserved by local law to licensed banks, except in those jurisdictions where its banking affiliates have procured the necessary licenses.

Some or all of the products may not be available in certain jurisdictions and are subject to change without notice.

This document and its content are for information purposes and shall not be interpreted as banking or financial intermediation, business solicitation and/or public offering of any kind.

Bank of America México, S.A., Institución de Banca Múltiple is a banking affiliate in Mexico of Bank of America Corporation.

Bank of America N.A., Oficina de Representacion (Colombia), is a representative office in Colombia of Bank of America N.A., supervised by the Superintendencia Financiera de Colombia and authorized to promote in Colombia select products and services that Bank of America N.A. provides outside of Colombia. Neither Bank of America, N.A., nor its Representative Office in Colombia, is authorized to carry out in Colombia any activities that are reserved by Colombian law to locally licensed banks.

Bank of America N.A., Oficina de Representacion (Peru), is a representative office in Peru of Bank of America N.A., supervised by the Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones and authorized to promote in Peru select products and services that Bank of America N.A. provides outside of Peru. Neither Bank of America, N.A., nor its Representative Office in Peru, is authorized to carry out in Peru any activities that are reserved by Peruvian law to locally licensed banks.

Bank of America N.A., Oficina de Representacion (Chile), is a representative office in Chile of Bank of America N.A., supervised by the Superintendencia de Bancos e Instituciones Financieras and authorized to promote in Chile select products and services that Bank of America N.A. provides outside of Chile. Neither Bank of America, N.A., nor its Representative Office in Chile, is authorized to carry out in Chile any activities that are reserved by Chilean law to locally licensed banks.

Bank of America Corporation does not have banking affiliates, branches or bank representative offices in any other jurisdiction in Latin America.

Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are registered as broker-dealers and members of FINRA and SIPC, and in other jurisdictions, by locally registered entities.

Investment products offered by Investment Banking Affiliates:
Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.

© 2016 Bank of America Corporation.

Terms and Conditions

TERMS AND CONDITIONS FOR BANK OF AMERICA CORPORATION WEBSITES

These Terms and Conditions ("Terms and Conditions") are for the Bank of America Corporation ("Bank of America") website and those websites of its affiliates (collectively the "Sites") including Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America Capital Management and certain other affiliates enumerated herein (collectively "Affiliates") that are available through the Bank of America Sites and apply to all services, programs, information and products (collectively "Service") that you ("Client") may use or otherwise access from time to time through the Sites ("Agreement").

USE OF SITES

Client agrees that any trade confirmation, account statement or other document delivered through the Sites by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by Client. Any record of such transaction or confirmation (including, without limitation, electronic records) shall be deemed to be "in writing." Client further agrees that it shall not contest the legally binding nature, validity or enforceability of any transaction, document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives any and all rights it may have to assert such claim.

Bank of America hereby grants to Client a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable, personal right and license to access and use the Sites solely for Client’s internal use in accordance with the terms of this Agreement. Client accepts the right and license granted herein to access and use the Sites solely in accordance with this Agreement and any rules or restrictions or procedures published by Bank of America on the Sites from time to time. Client acknowledges and agrees that the Sites, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, "IP"), are the valuable property of Bank of America and/or its affiliates and licensors. Other than the license granted hereunder, Client obtains no rights to the Sites. Client may not access or use the Sites in any way that may infringe any IP right of Bank of America or its Affiliates or licensors. Client promptly shall notify Bank of America of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which it becomes aware. Client acknowledges and agrees that it will not use, or allow the use of the Sites in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, "Applicable Law").

Client agrees that it will not, and will not authorize or permit any person ("Authorized Person") under its control, under any circumstance to:

  • sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Sites, or any portion thereof or data thereon, to any person other than its Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
  • photocopy, download or otherwise reproduce in any medium any portion of the Sites, except that Client may download into Client’s internal computer system, or print a hard copy of, content on the Sites, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or
  • alter, decompile or reverse engineer any software component of the Sites.

All cost and expense of equipment, operating platforms, and software necessary to access and use the Sites, and the maintenance thereof shall be the sole responsibility of Client.

No provision of these Terms and Conditions shall restrict Client from taking any action required by any Applicable Law, any self-regulatory organization or any governmental entity to which it is subject. Prior to taking any such action, Client shall, to the extent reasonably practicable given the then-current circumstances, notify Bank of America in writing thereof and consult with Bank of America regarding the steps to be taken to ensure compliance with Applicable Law.

CLIENT ACKNOWLEDGES AND AGREES THAT IT WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY CLIENT OR ITS AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.

Client agrees to provide Bank of America with all information, cooperation and assistance, documents and data as shall reasonably be requested by Bank of America in order to enable Bank of America to comply with any and all Applicable Law. Client understands and agrees that Bank of America may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.

SECURITY

Bank of America shall assign to each Authorized Person a unique User ID ("User ID") and a corresponding password and/or other access codes (each, an "Access Code") to enable Authorized Persons to access and use such functions within the Sites as Client shall authorize. Client shall (i) maintain, (ii) take appropriate steps to ensure that its officers and employees maintain, and (iii) inform all Authorized Persons of Client’s obligation to maintain, the confidentiality of User IDs and Access Codes and the security of the Sites. Client shall not permit any person other than an Authorized Person to access or use the Sites on its behalf or to use any User ID or Access Code and shall educate and familiarize those Authorized Persons who access and/or use the Sites with Client’s obligations under this Agreement. Client acknowledges and agrees that Client and/or its Authorized Persons may access the Sites through the World Wide Web or other Internet service which is not necessarily secure, and Bank of America does not warrant that such system is secure. Client agrees to be bound by all communications (and the consequences thereof) placed on, executed through or facilitated by the Sites that are accompanied by a valid User ID and a valid Access Code assigned to Client or an Authorized Person. Upon becoming aware of, or if Client suspects, a technical failure or any improper access to or use of the Sites or Access Codes by any Authorized Person or other person, Client shall promptly notify Bank of America of such occurrence, and shall, as promptly as practicable, to the extent any improper access or use is by an Authorized Person, take immediate actions to terminate such Authorized Person's access to and use of the Sites. Bank of America reserves the right to limit or terminate Client’s or any Authorized Person’s access to and use of the Sites immediately and without notice.

NO OFFERS

Unless specifically identified as an offer to sell or a solicitation of any offer to buy, under no circumstances should any information on the Sites be used as or considered to be an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Bank of America or any other issuer. Offers can only be made where lawful under applicable law. Any information, services, or securities offered via the Sites are intended to be available only to residents of Argentina, Brazil, Canada, France, Germany, Hong Kong, Ireland, Japan, Italy, Korea, the Netherlands, Singapore, the United States and the United Kingdom. The viewing or distribution of the Sites may be restricted by law in certain jurisdictions. Persons using the Sites are required to inform themselves about and observe any legal restrictions on the use of the Sites and any restrictions set forth in the Sites. The Sites do not constitute an offer of, or a solicitation to purchase any securities in any jurisdiction in which such offer or invitation would be unlawful. If you wish to obtain further details about any information contained through the Sites, there are several areas on the Sites that will provide you with contact information.

DISCLOSURE OF INTEREST

Affiliates of Bank of America may make a market or deal as principal in the securities mentioned in these Sites or in options based thereon. In addition, Bank of America or its Affiliates, their shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of Bank of America or its Affiliates may be a director of the issuer of the securities mentioned at these Sites. Bank of America or its Affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on the Sites, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.

ACCOUNT INFORMATION

Certain information from Client’s account(s) at Bank of America or its Affiliates is accessible on the Sites and can be downloaded by Client ("Account Information"). While Bank of America and its Affiliates believe that this Account Information will be accurate at the time of access and/or downloading by Client, this information may have certain technical flaws, typographical errors or other inaccuracies. Additionally, the Account Information is subject to immediate change resulting from market conditions, price fluctuations and other related factors. Bank of America and its Affiliates expressly disclaim any responsibility or liability for the accuracy or use of such Account Information upon its being downloaded by Client and will not be liable for any difficulty, damage or inaccessibility of such information due to hardware or software incompatibility.

PRICING AND MARKET INFORMATION

Actual prices can be obtained only on a real-time, expressly agreed-upon basis. Any indicative valuations on the Sites are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by Bank of America or its Affiliates to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect Bank of America’s or its Affiliates’ internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While Bank of America and its Affiliates have obtained the information on which these evaluations are based from sources they believe are reliable, Bank of America and its Affiliates make no representations or warranties with respect to any indicative valuations. Prior to the execution of a Transaction based upon the Content of these Sites, Client is advised to consult with its broker or other financial representative to verify pricing information.

HYPOTHETICAL OR PAST PERFORMANCE

Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

MATERIAL IN ITS ENTIRETY

All materials at these Sites are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

LINKED SITES

Certain hyperlinks on the Sites may link websites maintained by the Affiliates, which are not to be considered a part of the Sites. Certain other links on the Sites to non-affiliated third-party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to Client for it or for any consequence of your decision to use the links provided or your use of such information. Links to non–Bank of America sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to Bank of America or its Affiliates by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between Client and the providers of products and services at those other sites. Client agrees that it shall not bring a suit or claim against Bank of America or its Affiliates arising from or based on your purchase or use of products or services through those other sites. Links do not imply that Bank of America, its Affiliates or the Sites sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of Bank of America or its Affiliates.

CONTENT AND SERVICE AVAILABILITY

Bank of America or its Affiliates may make changes to the Sites and reserves the right to do so without prior notice to you. Client acknowledges that not all products and services listed or discussed in the Sites are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Bank of America or its Affiliates.

CONSENT TO ELECTRONIC DELIVERY

You agree to receive certain documents and information provided by Bank of America and its Affiliates through the Sites and/or through email provided to you via the Sites. This delivery will generally consist of certain Content on the Sites, and certain other documents relating to Bank of America and its Affiliate’s business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Sites and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify Bank of America or the applicable Affiliate in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.

NO WARRANTY

Client acknowledges that any information provided through the Sites is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non-affiliated third parties provided represent the views and opinions solely of the author or the indicated source. Bank of America and its Affiliates do not independently verify the accuracy or completeness of such information, nor does Bank of America and its Affiliates endorse any particular views expressed therein. Except for offering memoranda, Bank of America and its Affiliates disclaim any liability to Client for this information or for any consequence of your decision to use it. Client agrees that it shall independently confirm any such information presented through the Sites before relying on such information. Bank of America, its Affiliates and their respective employees, contractors, agents and various contributors to the Sites have no duty to correct or update any inaccurate or out-of-date information on the Sites.

Client acknowledges that it is acting for its own account, and it has made its own independent decisions to enter into a Transaction and as to whether a Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Client is not relying on any communication (written or oral) of Bank of America or its Affiliates as investment advice or as a recommendation to enter into a Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. Further, Client has not received from Bank of America or its Affiliates any assurance or guarantee as to the expected results of a Transaction.

COMPLIANCE WITH LAWS AND INDEMNITY

The Sites may be used only for lawful purposes. Client’s conduct may be subject to local, state, national and international laws. Client agrees that it and any of its Authorized Persons shall comply with this Agreement, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Sites.

Client agrees to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content on the Sites subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisites government authorization. Client further agrees not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of these Terms and Conditions. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of sanctions by the United States Office of Foreign Asset Control or other general U.S. embargo restrictions are not permitted to access and use the Sites, and any such access and use is a violation of these Terms and Conditions.

Upon request by Bank of America or its Affiliates, you agree to defend, indemnify and hold harmless Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Sites. Bank of America and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Bank of America or its Affiliates for its own violations of applicable laws.

  • FOR RESIDENTS OF BRAZIL:

    The information contained here does not constitute a public offering or distribution of securities in Brazil and no registration or filing with respect to any securities or financial products available on the Sites has been made with Commisao de Valores Mobiliarios.

  • FOR RESIDENTS OF CANADA:

    The information contained here does not constitute a public offering or distribution of securities in Canada or any of its provinces. No registration or filing with respect to any securities or financial products available on the Sites has been made with any regulatory agency thereof.

  • FOR RESIDENTS OF FRANCE:

    The Sites do not constitute a solicitation to enter into a transaction involving financial instruments, is not being distributed in the context of a public offer in France within the meaning of Article L. 411–1 of the Monetary and Financial Code, and has thus not been submitted to the COB for prior approval and clearance procedure. Any offers, sales or distribution of financial instruments through the Sites shall only be made in France to qualified investors (investisseurs qualifi?s) as defined in and in accordance with Article L. 411-2 of the Monetary and Financial Code and d?cret no. 98–880 dated 1st October, 1998. The contents of the Sites may not be redistributed or reproduced (in whole or in part) by any User. The Sites are made available with the understanding that Users will make investment decisions for their own account with the conditions set out in d?cret no. 98–880 dated 1st October, 1998. By using the Sites, Users undertake not to transfer, directly or indirectly, any financial instrument acquired through the Sites to the public in France, other than in compliance with applicable laws and regulation. Services hereunder may be provided by Banc of America Securities, Limited, as agent or otherwise.

  • FOR RESIDENTS OF GERMANY:

    The Sites are made available only to professional investors as such term is defined in the Securities Sales Prospectus Act.

  • FOR RESIDENTS OF HONG KONG:

    Access to the Sites is by invitation only to institutional investors. No information or material contained in the Sites is or should be construed as amounting to an offer to enter into any transaction or investment whatsoever. The information on these Sites is provided by the Hong Kong branch of Bank of America, N.A., and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of this Site is with the Hong Kong branch of Bank of America, N.A.

  • FOR RESIDENTS OF IRELAND:

    Access to the Sites is by invitation only to professional investors.

  • FOR RESIDENTS OF ITALY:

    Access to the Sites is by invitation only to professional investors as defined in article 31 of CONSOB regulation no. 11522 of July 1, 1998.

  • FOR RESIDENTS OF JAPAN:

    Access to the Sites is by invitation only to financial institutions as defined under the Law Concerning Foreign Securities Firms.

  • FOR RESIDENTS OF KOREA:

    Access to the Sites is by invitation only to professional investors with a valid password. The information contained here does not constitute a public offering or distribution of securities in Korea.

  • FOR RESIDENTS OF NETHERLANDS:

    Access to the Sites is by invitation only to professional market parties as defined in the Dutch Securities Transactions Supervision Act 1995. Securities or other instruments on these Sites are only offered to professional market parties.

  • FOR RESIDENTS OF SINGAPORE:

    Access to the Sites is by invitation only to institutional investors. The information contained here does not constitute a public offering or distribution of securities in Singapore. The information in these Sites is provided by Bank of America Singapore Limited and is compiled from information prepared by subsidiaries and affiliates of Bank of America Corporation. Your agreement for the use of these Sites is with Bank of America Singapore Limited.

LIMITATION OF LIABILITY

THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER Bank of America, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. Bank of America, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) CLIENT’S USE OF OR RELIANCE ON THE SITES, OR (II) Bank of America’s PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. Bank of America DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITES WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, Bank of America WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITES, OR FOR THE INCOMPATIBILITY BETWEEN THE SITES AND FILES AND THE USER’S BROWSER OR OTHER SITES ACCESSING PROGRAM. NOR WILL Bank of America BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE Bank of America’s CONTROL. IN NO EVENT WILL Bank of America, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the Bank of America, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.

Neither Bank of America, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless Bank of America, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Sites, or (b) the transmission or delivery of any information on the Sites; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Sites due either to any negligent act or omission by Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the control of the Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that Bank of America accepts no responsibility for security of information on the Internet.

UK CONDITIONS

Banc of America Securities Limited has approved the Sites for the purpose of Section 57 of the Financial Services Act of 1986. Banc of America Securities Limited is regulated for the conduct of investment business in the United Kingdom by the Securities and Futures Authority Limited. No access to the Sites shall be given in the United Kingdom to Private Customers, as that term is defined under the rules of The Securities and Futures Authority Limited; and any investments will not be made by us to any Private Customer.

CHANGES TO AGREEMENT

Bank of America may make changes to this Agreement at any time, without prior notice to you. Your continued use of the Sites indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view these Terms and Conditions often to stay informed of changes that may affect you.

GOVERNING LAW

This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.

THIRD-PARTY LICENSORS

The Sites may, from time to time, provide Client with various licensed programs ("Licensed Programs") from third-party vendors ("Vendors") which have been licensed by Bank of America for Client use and/or which require Client to sign a third-party license agreement ("License Agreement"). In using the Licensed Programs, Client agrees that it will

  • protect any confidential information of Bank of America, its Affiliates or Vendors contained in the Licensed Programs;
  • restrict the use of the Licensed Programs by Client solely to conditions agreed upon in the Agreement and the License Agreement;
  • restrict the copying of Licensed Programs to that number reasonably required for Client use and backup purposes
  • include Bank of America and Vendor copyright and all other proprietary notices in the use of all Licensed Programs;
  • prohibit the sale, relicensing, leasing, rental, lending and transferring of Licensed Programs;
  • prohibit, and take reasonable measures to prevent, the decompiling, disassembly, reverse engineering or modification of Licensed Programs;
  • comply with all export laws in respect of Licensed programs;
  • disclaim any liability on the part of Vendors for damages, liabilities, costs or expenses incurred by Client in the use of License Programs; and
  • make all vendors a third-party beneficiary of all Client waivers, disclaimers, limitation of liabilities, confidentiality and IP provisions contained in the Agreement.

MERRILL LYNCH, PIERCE, FENNER & SMITH – FURTHER INFORMATION

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered as broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed.

© 2016 Bank of America Corporation

Recent History

Saved Content

Select the plus icon on the tile to save content to the utility tray.

    Enable cookies.

    Please enable cookies on your browser preferences to save content to your utility tray.

    Close

    This content has been saved to the utility tray.

    Please note, if you clear your cache it will be lost.

    Close

    Share this content

    Close