Global Prime Brokerage – Client Reporting

The data (the "Information") contained in these reports (each a "Report") is provided to you by BofA Securities, Inc. and affiliates and is designed to serve as a general summary of the trading services and products that BofA Securities, Inc. and affiliates may offer from time-to-time. The Report or any Information is not intended to constitute advertising or advice of any kind, and it should not be viewed as an offer or a solicitation to buy or sell securities or any other financial instrument or product. BofA Securities, Inc. and affiliates makes no representation, warranty or guarantee, oral or written, express or implied, concerning this Information (including any warranties of fitness for a particular use or merchantability), for example, whether the Information is accurate, complete or current. The Information is subject to change at any time, and BofA Securities, Inc. and affiliates has no duty to provide you with notice of such changes. In addition, BofA Securities, Inc. and affiliates will not be responsible or liable for any losses, whether direct, indirect or consequential, including loss of profits, damages, costs, claims or expenses, relating to or arising from your use or reliance upon any part of the Information including trading losses, loss of opportunity or incidental or punitive damages.

 

Before determining to use any service or product offered by BofA Securities, Inc. and affiliates, you should consult with your independent advisors to review and consider any associated risks and consequences. The Information has been prepared without regard to the specific investment objectives, financial situation and needs of any particular recipient. BofA Securities, Inc. and affiliates does not render any opinion regarding legal, accounting, regulatory or tax matters. Any use of the trading services and products offered by BofA Securities, Inc. and affiliates must be preceded by your acceptance of binding legal terms and conditions. The Report and the Information are confidential, for your private use only, and may not be shared with others.

 

REPORTS AND INFORMATION, GENERALLY

The Information is not an official statement issued by BofA Securities, Inc. and affiliates and is not, except to the extent expressly indicated, a confirmation for any derivatives transactions identified. To fully understand the information regarding your account, please refer to your official account statement. The Information is only intended for persons or entities to which BofA Securities, Inc. and affiliates makes them available and is subject to the applicable terms of use with BofA Securities, Inc. and affiliates . The terms and conditions set forth on the ML Prime website (https://markets.ml.com) (the "Website") govern the Information and the associated Reports. With respect to portfolio swaps in a basket, this Information shall be deemed a Supplemental Confirmation within the meaning of the relevant Swap Master Confirmation. Notwithstanding the foregoing, the terms in this Report shall form a part of the Transaction only to the extent such terms confirm the initial terms of a Transaction, reflect an amendment to the terms of a Transaction agreed by the parties or relate to an adjustment to the terms of the Transaction authorized by the Swap Master Confirmation or the Equity Definitions (such terms, "Transaction Terms"). For the avoidance of doubt, the Terms and Conditions contained in this Report shall not be applicable to any Transaction Terms.

 

Assets recorded on your client statement which are not subject to a title transfer collateral arrangement may be subject to a security interest, lien or right of set-off (a) in favor of us or another member of the BofA Securities, Inc. and affiliates group in respect of any liability that you may owe to us or them from time to time and (b) in favor of one or more third parties, such as a sub-custodian, central securities depository, central clearing counterparty or clearing broker, which may or may not include us or another member of the BofA Securities, Inc. and affiliates group. Please contact your usual client representative for further details.

 

 

PRICING AND VALUATION

In the event that the Information addresses particular positions, you must see the relevant position report. As a general matter, the Report and any other reports on the Website contain prices or valuations provided by the sources described in the Website and not by BofA Securities, Inc. and affiliates. Further, BofA Securities, Inc. and affiliates DOES NOT ACT AS A VALUATION AGENT. In relation to any price or valuation provided by third party sources, please see the Website. Estimated value(s) are stated as of the date indicated and do not represent actual bids or offers by BofA Securities, Inc. and affiliates. There can be no assurance that actual trades could be completed at such value(s). Unless otherwise specified, the above valuations represent estimated mid-market valuations. Such mid-market values attempt to approximate the current economic value of a given position using prices and rates at the average of the estimated bid and offer for the respective underlying asset(s) or reference rate(s) and/or mathematical models, as BofA Securities, Inc. and affiliates has deemed appropriate. In the absence of sufficient or meaningful market information generally available, such valuations, or the components thereof, may be theoretical in whole or in part. Further, BofA Securities, Inc. and affiliates will bear no responsibility for the existence or valuation of positions held either away from or with BofA Securities, Inc. and affiliates or any of its affiliates.

 

Discussions of the trade values in general, and indicative or firm price quotations and actual trade prices in particular, may vary significantly from these written estimated values as a result of various factors, which may include (but are not limited to) the composition of the remainder of your portfolio, the immediate intentions of you and others with respect to similar or related positions, prevailing credit spreads, market liquidity, position size, transaction and financing costs, hedging costs and risks and use of capital and profit. These estimates may not be representative of any theoretical or actual internal valuations employed by BofA Securities, Inc. and affiliates for its own purposes, may vary during the course of any particular day and may vary significantly from the estimates or quotations that would be given by another dealer.

 

BofA Securities, Inc. and affiliates may from time to time determine that a security held for you has a value of zero. This may be indicative of a lack of liquidity in the market for that particular security.

 

PERFORMANCE

If the Information contains performance data using a methodology authorized by a portfolio manager, the methodology used in determining the Information may be different from the methodology used to calculate any net asset value (if applicable). Net asset value is defined in the relevant offering or organizational documents and is determined by the party or parties named in those documents. The numbers contained in the Information representing performance or rate of return ("ROR") (i) may reflect unverified information provided by the client, its manager or directors or their agents, including the existence or valuation of positions; and (ii) may not reflect all assets of the client, such as, for example, assets held at another prime broker (if any). Managers have the ability to alter the client's current or past positions which could have the effect of altering the ROR, and managers also have the ability to input different prices or valuations on the same security. In addition, past performance is not an indicator of future performance.

 

CLIENT RESPONSIBLE FOR REGULATORY FILINGS

A Report should not be filed with the SEC, including and without limitation as part of SEC 13F and 13G Reports. You are solely responsible for making, and the content of, any required filings with any state or government agency, any self-regulatory organization or exchange and for the accuracy of the information contained therein.

 

AUDITORS AND ADMINISTRATORS

The Information is not intended for use in calculating net asset value (if applicable) for an investment vehicle, calculating fees, or preparing account statements or financial statements.

 

RISK ANALYSIS REPORTS

The Information is not a prediction of investment results, may be hypothetical or theoretical in nature, and should not be relied upon to make investment decisions. The Information regarding the probabilities that various investment outcomes might occur are hypothetical in nature, does not reflect actual investment results and is not a guarantee of future results. The Information presented provides only a range of possible outcomes. The Information does not constitute a recommendation by BofA Securities, Inc. and affiliates nor any of its affiliates, or their respective officers, directors, agents and employees, to buy or sell a specific security. For more information about the bases and assumptions of the calculations used in the Information and other explanatory information about the Report, please contact your account representative.

 

DERIVATIVES

Estimated values in these Reports are based on closing stock prices, dividends, indicative foreign exchange rates, and interest rates and spreads specified in the relevant underlying derivative contract. The values are indicative only, do not represent actual bids or offers by BofA Securities, Inc. and affiliates , and may vary significantly from the economic value upon termination of the derivative contract due to various factors, including (but not limited to) unanticipated market developments, fluctuations in interest rates, market liquidity, currency risk, and transaction costs. These valuations do not reflect the value of any collateral pledged or otherwise given to BofA Securities, Inc. and affiliates to secure the client's obligations under the derivative contract.

 

GENERAL

This Information was prepared by the Prime Brokerage personnel of BofA Securities, Inc. and affiliates and is provided either in hard copy or on the Website. BofA Securities, Inc. and affiliates cannot attest to the continued accuracy of the presentation of Information once such Information has left its control. This Information is not a publication of BofA Securities, Inc. and affiliates Research and it has not been reviewed or approved by any employee of BofA Securities, Inc. and affiliates Research. Entities within BofA Securities, Inc. and affiliates may trade for their own accounts or for their other customers; such trading may affect the value of the trades, strategies or transactions discussed.

 

LEGAL ENTITIES

“Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, derivatives, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and 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, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. 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.

 

This document, including all trademarks and service marks relating to BofA Securities, Inc. and affiliates, remains the intellectual property of BofA Securities, Inc. and affiliates. BofA Securities, Inc. and affiliates is a trademark of Bank of America Corporation. Other trademarks are property of their respective owners.

 

REGULATORY DISCLOSURES

 

Merrill Lynch International ("MLI")

Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.

 

BofA Securities Europe S.A. (“BofASE”)

With registered address at 51, rue La Boétie, 75008 Paris, registered under n° 842 602 690 RCS Paris, is governed by articles L. 531-1 and following of the monetary and financial code. BofASE is authorized as an investment firm by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”), is regulated by the ACPR and the Autorité des Marchés Financiers, and is not a credit institution. BofASE’s share capital can be found at https://www.bofaml.com/BofASEdisclaimer.

 

Bank of America Merrill Lynch International Designated Activity Company (“BAMLI DAC”)

Regulated by the Central Bank of Ireland and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our regulation by the Financial Conduct Authority and Prudential Regulation Authority are available from us on request.

 

Bank of America, N.A., London Branch ("BANA London")

Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.

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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, BofA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Professional Clearing Corp., all of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc., 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.

© 2019 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.

©2019 Bank of America Corporation. Published in Australia by BANA Australia.

Disclaimer for India:

Bank of America, N.A. is a subsidiary of Bank of America Corporation, operating in India. 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. 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 India by DSP Merrill Lynch Ltd, which provides the following services in India: Research, Equity Sales & Trading, Futures & Options, Electronic Trading, Equity Capital Markets, Debt Capital Markets and M&A. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured . May Lose Value . Are Not Bank Guaranteed.

©2019 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, BofA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Professional Clearing Corp., all of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc., 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

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.

© 2019 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, BofA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., all of which are registered broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc., 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.

Unless otherwise indicated, all services/products are conducted on an offshore basis for Latin America. 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.

Ouvidoria Bank of America Merrill Lynch1 | DDG: 0800 886 2000

1 Bank of America Merrill Lynch Banco Múltiplo S.A. e Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários

"Merrill Lynch" is the trademark that Bank of America Corporation uses in the Republic of Argentina for its capital market, financial advisory and investment businesses, which are conducted by and through Merrill Lynch Argentina S.A.. This entity does not conduct any activities subject to banking license, such as capturing deposits from the public.

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, BofA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are registered 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.

© 2019 Bank of America Corporation.

Disclaimer for France:

BofA Securities Europe SA (“BofASE”) with registered address at 51, rue La Boétie, 75008 Paris, registered under n° 842 602 690 RCS Paris, is governed by articles L. 531-1 and following of the monetary and financial code. BofASE is authorized as an investment firm by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”), is regulated by the ACPR and the Autorité des Marchés Financiers, and is not a credit institution. BofASE’s share capital is 5,276,300,000 €.

©2019 Bank of America Corporation.

Disclaimer for Hong Kong:

“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, BofA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch Professional Clearing Corp., all of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc., 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, National Association, Hong Kong Branch, is a branch of a national banking association organized and existing with limited liability under the laws of the United States of America.

Disclaimer for Canada:

"Bank of America Merrill Lynch" is the marketing name for the global banking and global markets business 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, National Association, Canada Branch (BANA CB ) which is a foreign bank branch regulated by the Office of the Superintendent of Financial Institutions. Deposits with BANA CB are not insured with the Canada Deposit Insurance Corporation. BANA CB shall not impose undue pressure on, or coerce, a person to obtain a product or service from a particular person, including bank and any of its affiliates, as a condition for obtaining another product or service from BANA CB.

Securities, strategic advisory and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation including in Canada by Merrill Lynch Canada Inc. which is a registered broker-dealer regulated by the Investment Industry Regulatory Organization of Canada (IIROC) and a member of the Canadian Investor Protection Fund (CIPF).

Disclosure of best execution obligations and routing practices for Merrill Lynch Canada Inc. (IIROC Dealer Member Rule 3300)

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Terms and Conditions

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, BofA Securities, Inc., 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.

BOFA SECURITIES, INC. – 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, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., all of which are registered as broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. 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.

© 2020 Bank of America Corporation.

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