Obbligazione America Bank Corporation 3.125% ( US06048WXE55 ) in USD

Emittente America Bank Corporation
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US06048WXE55 ( in USD )
Tasso d'interesse 3.125% per anno ( pagato 2 volte l'anno)
Scadenza 28/08/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Bank of America Corporation US06048WXE55 in USD 3.125%, scaduta


Importo minimo 1 000 USD
Importo totale /
Cusip 06048WXE5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Bank of America Corporation è una delle maggiori istituzioni finanziarie globali, offrendo una vasta gamma di servizi bancari e finanziari a privati, aziende e istituzioni.

The Obbligazione issued by America Bank Corporation ( United States ) , in USD, with the ISIN code US06048WXE55, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/08/2021







424B2 1 e1935_424b2.htm PRICING SUPPLEMENT
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated June 29, 2018
Registration Statement No. 333-224523
and Series N Prospectus Supplement dated June 29, 2018)
August 24, 2018
$17,500,000
Step Up Callable Notes, due August 28, 2021
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and the return of
the principal amount on the notes are subject to our credit risk.
·
The notes will mature on August 28, 2021. At maturity, if the notes have not been previously redeemed, you will receive a cash
payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
Interest will be paid on February 28 and August 28 of each year, commencing on February 28, 2019, with the final interest
payment date occurring on the maturity date.
·
The notes will accrue interest at the following rates per annum during the indicated periods of their term:
o
August 28, 2018 to but excluding August 28, 2020: 3.125%;
o
August 28, 2020 to but excluding February 28, 2021: 3.50%; and
o
February 28, 2021 to but excluding August 28, 2021: 4.00%.
·
We have the right to redeem all, but not less than all, of the notes on August 28, 2019, and on each subsequent interest
payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus any
accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WXE5.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value





Per Note
Total
Public Offering Price(1)
100.000%

$17,500,000
Underwriting Discount(1)
0.269%

$ 47,075
Proceeds (before expenses) to BAC
99.731%

$17,452,925
(1)
Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling
concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $997.50
(99.75%) per $1,000 in principal amount of the notes. See "Supplemental Plan of Distribution--Conflicts of Interest" in this pricing
supplement.
The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by
Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental
agency, and involve investment risks. Potential purchasers of the notes should consider the information in "Risk Factors" beginning
on page PS-4 of this pricing supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or
disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus
supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on August 28, 2018 against
payment in immediately available funds.
Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018
BofA Merrill Lynch


SUMMARY OF TERMS
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This pricing supplement supplements the terms and conditions in the prospectus, dated June 29, 2018, as
supplemented by the Series N prospectus supplement, dated June 29, 2018 (as so supplemented, together with all
documents incorporated by reference, the "prospectus"), and should be read with the prospectus.
· Title of the Series:
Step Up Callable Notes, due August 28, 2021
· Aggregate Principal Amount
$17,500,000
Initially Being Issued:
· Issue Date:
August 28, 2018
· CUSIP No.:
06048WXE5
· Maturity Date:
August 28, 2021
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Semi-annually. Each interest period (other than the first interest period,
which will begin on the issue date) will begin on, and will include, an interest
payment date, and will extend to, but will exclude, the next succeeding
interest payment date (or the maturity date, as applicable).
· Interest Payment Dates:
February 28 and August 28 of each year, beginning on February 28, 2019,
with the final interest payment date occurring on the maturity date.
· Interest Rates:
The notes will accrue interest during the following periods at the following
rates per annum:
Dates:
Annual Rate:
August 28, 2018 to but excluding
3.125%
August 28, 2020
August 28, 2020 to but excluding
3.50%
February 28, 2021
February 28, 2021 to but excluding
4.00%
August 28, 2021



PS-2

· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes on August
28, 2019, and on each subsequent interest payment date (other than the
maturity date). The redemption price will be 100% of the principal amount of
the notes, plus any accrued and unpaid interest. In order to call the notes, we
will give notice at least five business days but not more than 60 calendar days
before the specified early redemption date.
· Business Days:
If any interest payment date, any early redemption date, or the maturity date
occurs on a day that is not a business day in New York, New York, then the
payment will be postponed until the next business day in New York, New
York. No additional interest will accrue on the notes as a result of such
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postponement, and no adjustment will be made to the length of the relevant
interest period.
· Repayment at Option of Holder:
None
· Record Dates for Interest Payments: For book-entry only notes, one business day in New York, New York prior to
the payment date. If notes are not held in book-entry only form, the record
dates will be the fifteenth calendar day preceding such interest payment date,
whether or not such record date is a business day.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Listing:
None
Certain capitalized terms used and not defined in this document have the meanings ascribed to them in the
prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all
references in this pricing supplement to "we," "us," "our," or similar references are to Bank of America Corporation.

PS-3

RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security.
Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes,
including those discussed below, with your advisors in light of your particular circumstances. The notes are not an
appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in
general.
The notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any
interest payment date on or after August 28, 2019 (other than the maturity date). If you intend to purchase the notes,
you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the
notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than
that which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining
term of the notes. No further payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the
redemption in an investment with a return that is as high as the return on the notes would have been if they had not
been redeemed, or that has a similar level of risk.
Step-up notes present different investment considerations than fixed-rate notes. The rate of interest paid by
us on the notes will increase upward from the initial stated rate of interest on the notes. The notes are callable by us, in
whole but not in part, prior to maturity and, therefore, contain the redemption risk described above. If we do not call the
notes, the interest rate will step up as described on the cover of this pricing supplement. Unless general interest rates rise
significantly, you should not expect to earn the highest scheduled interest rate set forth on the cover of this pricing
supplement because the notes are likely to be called prior to maturity if interest rates remain the same or fall during their
term. When determining whether to invest in a step-up fixed rate note, you should not focus on the highest stated
interest rate, which usually is the final step-up rate of interest. You should instead consider, among other things, the
overall annual percentage rate of interest to maturity or the various potential redemption dates as compared to other
investment alternatives.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our
creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt securities. As
a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability to repay our
obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any
time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they
become due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads
prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return
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on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference between the
interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not
reduce the other investment risks related to the notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the
price, if any, at which you may sell the notes in any secondary market transaction will likely be lower than the
public offering price due to, among other things, the inclusion of these costs. In determining the economic terms of
the notes, and consequently the potential return on the notes to you, a number of factors are taken

PS-4

into account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the
selling agent or another purchaser might be willing to purchase the notes in a secondary market transaction is expected
to be lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and
the costs of unwinding any relating hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for
them.
We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list
the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether
that market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors.
The number of potential buyers of the notes in any secondary market may be limited. We anticipate that our affiliate,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), will act as a market-maker for the notes, but neither
MLPF&S nor any of our other affiliates is required to do so. MLPF&S may discontinue its market-making activities as to
the notes at any time. To the extent that MLPF&S engages in any market-making activities, it may bid for or offer the
notes. Any price at which MLPF&S may bid for, offer, purchase, or sell any notes may differ from the values determined
by pricing models that it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These
bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade in the
market.
In addition, if at any time MLPF&S were to cease acting as a market-maker for the notes, it is likely that there
would be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes.
In such a case, the price at which the notes could be sold likely would be lower than if an active market existed and you
should be prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for, and the market
value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest
rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital
markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
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Our trading and hedging activities may create conflicts of interest with you. We or one or more of our
affiliates, including MLPF&S, may engage in trading activities related to the

PS-5

notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks
associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into
the hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements
with one of our subsidiaries or affiliates. This hedging activity is expected to result in a profit to those engaging in the
hedging activity, which could be more or less than initially expected, but which could also result in a loss for the hedging
counterparty. These trading and hedging activities may present a conflict of interest between your interest in the notes
and the interests we and our affiliates may have in our proprietary accounts, in facilitating transactions for our other
customers, and in accounts under our management.

PS-6

U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations of the acquisition, ownership, and
disposition of the notes is based upon the advice of Sidley Austin LLP, our tax counsel. The following discussion is not
exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), regulations promulgated under the Code by the U.S. Treasury Department (including proposed and
temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal
Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing
interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or
that a court would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements, is subject to the same qualifications and limitations as, and should be
read in conjunction with the discussion in the prospectus supplement under the caption "U.S. Federal Income Tax
Considerations," and in the prospectus under the caption "U.S. Federal Income Tax Considerations." To the extent
inconsistent, the following discussion supersedes the discussion in the prospectus supplement and the prospectus.
This discussion only applies to U.S. holders (as defined in the accompanying prospectus) that are not excluded
from the discussion of U.S. federal income taxation in the accompanying prospectus. In particular, this summary is
directed solely to U.S. holders that will purchase the notes upon original issuance and will hold the notes as capital
assets within the meaning of Section 1221 of the Code, which generally means as property held for investment. This
summary assumes that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the
principal amount thereof.
The notes will be treated as debt instruments for U.S. federal income tax purposes. The notes provide for an initial
fixed rate of interest that increases in subsequent periods. In addition, the notes provide us with the right to redeem the
notes on August 28, 2019 and on each subsequent interest payment date at a redemption price equal to 100% of the
principal amount of the notes, plus any accrued and unpaid interest. Solely for purposes of computing the yield and
maturity of a debt instrument, applicable Treasury regulations generally deem an issuer to exercise a call option in a
manner that minimizes the yield on the debt instrument. This assumption is made solely for U.S. federal income tax
purposes of determining whether the notes are issued with original issue discount ("OID") and is not an indication of our
intention to call or not to call the notes at any time. The yield on the notes would be minimized if we call the notes on
August 28, 2020. Accordingly, solely for purposes of determining the yield and maturity of the notes we are deemed to
exercise our right to redeem the notes on such date and the notes should be treated as maturing on that date. Therefore,
the notes should not be treated as having been issued with OID. If we do not call the notes on such date, solely for
purposes of determining the yield and maturity of the notes, the notes should be deemed to be retired and reissued for
an amount equal to their adjusted issue price on that date. This deemed retirement and reissuance should not result in
any taxable gain or loss to you. Solely for purposes of determining yield and maturity, the deemed reissued notes should
be subject to the rules discussed above. The same analysis would apply to the February 28, 2021 interest rate step up
date. If the notes are not called on the interest payment dates occurring on August 28, 2020 or February 28, 2021,
respectively, then, because the period between the interest payment dates on each of August 28, 2020 and February 28,
2021 and the maturity date is one year or less, the notes, upon their deemed reissuance on either August 28, 2020 or
February 28, 2021, could be treated as short-term debt securities for OID purposes (but not for purposes of determining
the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning
short-term debt securities, please review the section entitled "U.S. Federal Income Tax Considerations--Consequences to
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U.S. Holders--Taxation of Debt Securities--Short-Term Debt Securities" in the accompanying Prospectus.

PS-7


You should consult the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt Securities--
Consequences to U.S. Holders" as it relates to fixed rate debt instruments not bearing OID in the accompanying
prospectus for a description of the consequences to you of the ownership and disposition of the notes.
Upon the sale, exchange, retirement, or other disposition of a note, a U.S. holder will recognize gain or loss equal
to the difference between the amount realized upon the sale, exchange, retirement, or other disposition (less an amount
equal to any accrued interest not previously included in income if the note is disposed of between interest payment dates,
which will be included in income as interest income for U.S. federal income tax purposes) and the U.S. holder's adjusted
tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will be the cost of the note to such U.S.
holder, increased by any OID, market discount, de minimis OID, or de minimis market discount previously included in
income with respect to the note, and decreased by the amount of any premium previously amortized to reduce interest on
the note and the amount of any payment (other than a payment of qualified stated interest) received in respect of the
note.
Except as discussed in the prospectus with respect to market discount, gain or loss realized on the sale,
exchange, retirement, or other disposition of a note generally will be capital gain or loss and will be long-term capital gain
or loss if the note has been held for more than one year. The ability of U.S. holders to deduct capital losses is subject to
limitations under the Code.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring,
owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or
other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on the
schedule to the master global note that represents the notes (the "Master Note") identifying the notes offered hereby as
supplemental obligations thereunder in accordance with the instructions of BAC, and the notes have been delivered
against payment therefor as contemplated in this pricing supplement and the related prospectus and prospectus
supplement, all in accordance with the provisions of the indenture governing the notes, such notes will be the legal, valid
and binding obligations of BAC, subject to the effect of applicable bankruptcy, insolvency (including laws relating to
preferences, fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws
affecting creditors' rights generally, and to general principles of equity. This opinion is given as of the date hereof and is
limited to the laws of the State of New York and the Delaware General Corporation Law (including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
foregoing) as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the indenture governing the notes and due authentication of the Master
Note, the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the
legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to
McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP
as copies thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of
McGuireWoods LLP dated April 30, 2018, which has been filed as an exhibit to BAC's Registration Statement relating to
the notes filed with the Securities and Exchange Commission on April 30, 2018.

Sidley Austin LLP, New York, New York, is acting as counsel to MLPF&S and as special tax counsel to BAC.

PS-8

SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
Our broker-dealer subsidiary, MLPF&S, will act as our selling agent in connection with the offering of the notes.
The selling agent is a party to the Distribution Agreement described in the "Supplemental Plan of Distribution (Conflicts
of Interest)" beginning on page S-24 of the accompanying prospectus supplement.
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The selling agent will receive the compensation set forth on the cover page of this pricing supplement as to the
notes sold through its efforts. The selling agent is a member of the Financial Industry Regulatory Authority, Inc.
("FINRA"). Accordingly, the offering of the notes will conform to the requirements of FINRA Rule 5121. Certain dealers who
purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees,
or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $997.50 per
$1,000 in principal amount of the notes.
The selling agent is not acting as your fiduciary or advisor solely as a result of the offering of the notes, and you
should not rely upon any communication from the selling agent in connection with the notes as investment advice or a
recommendation to purchase the notes. You should make your own investment decision regarding the notes after
consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us on the
issue date as principal at the purchase price indicated on the cover of this pricing supplement, less the indicated
underwriting discount.
MLPF&S may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated
with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more
additional broker-dealers. MLPF&S has informed us that these discounts may vary from dealer to dealer and that not all
dealers will purchase or repurchase the notes at the same discount.
MLPF&S and any of our other broker-dealer affiliates may use this pricing supplement, and the accompanying
prospectus supplement and prospectus for offers and sales in secondary market transactions and market-making
transactions in the notes. However, they are not obligated to engage in such secondary market transactions and/or
market-making transactions. Our affiliates may act as principal or agent in these transactions, and any such sales will be
made at prices related to prevailing market prices at the time of the sale.
None of this pricing supplement, the accompanying prospectus supplement nor the accompanying prospectus is a
prospectus for the purposes of the Prospectus Directive (as defined below). This pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a
"Relevant Member State") will only be made to a legal entity which is a qualified investor under the Prospectus Directive
("Qualified Investors"). Accordingly any person making or intending to make an offer in that Relevant Member State of
notes which are the subject of the offering contemplated in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus may only do so with respect to Qualified Investors. Neither BAC nor the
selling agent have authorized, nor do they authorize, the making of any offer of notes other than to Qualified Investors.
The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),
and includes any relevant implementing measure in the Relevant Member State.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors ­ The notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a

PS-9

customer within the meaning of Directive 2002/92/EC (the Insurance Mediation Directive), as amended, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation
(EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The communication of this pricing supplement, the accompanying prospectus supplement, the accompanying
prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and
such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the
United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the
United Kingdom who have professional experience in matters relating to investments and who fall within the definition of
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investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the notes
offered hereby are only available to, and any investment or investment activity to which this pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus relates will be engaged in only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing
supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their contents.





PS-10

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