Obligation Bank of America Corporation 2.25% ( US06048WUY47 ) en USD

Société émettrice Bank of America Corporation
Prix sur le marché 100 %  ⇌ 
Pays  Etats-Unis
Code ISIN  US06048WUY47 ( en USD )
Coupon 2.25% par an ( paiement semestriel )
Echéance 27/03/2023 - Obligation échue



Prospectus brochure sous format PDF

Montant Minimal 1 000 USD
Montant de l'émission 3 000 000 USD
Cusip 06048WUY4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine.

L'Obligation émise par Bank of America Corporation ( Etats-Unis ) , en USD, avec le code ISIN US06048WUY47, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/03/2023







424B2 1 e75819_424b2.htm PRICING SUPPLEMENT NO. 26

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-202354
Pricing Supplement No. 26
(To Prospectus dated May 1, 2015
and Series M Prospectus Supplement dated September 11, 2017)
September 25, 2017
$3,000,000
Step Up Callable Notes, due March 27, 2023
·
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 March 27, 2023. 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 March 27 and September 27 of each year, commencing on March 27, 2018, 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
September 27, 2017 to but excluding September 27, 2020:
2.25%;
o
September 27, 2020 to but excluding March 27, 2021:
2.50%;
o
March 27, 2021 to but excluding September 27, 2021:
2.75%;
o
September 27, 2021 to but excluding March 27, 2022:
3.25%;
o
March 27, 2022 to but excluding September 27, 2022:
4.00%; and
o
September 27, 2022 to but excluding March 27, 2023:
4.50%.
·
We have the right to redeem all, but not less than all, of the notes on September 27, 2018, 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 06048WUY4.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value





Per Note
Total
Public Offering Price
100.00%

$3,000,000
Underwriting Discount
0.65%

$ 19,500
Proceeds (before expenses) to BAC
99.35%

$2,980,500

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 September 27, 2017 against
payment in immediately available funds.
Series M MTN prospectus supplement dated September 11, 2017 and prospectus dated May 1, 2015
BofA Merrill Lynch
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SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated May 1, 2015, as
supplemented by the Series M prospectus supplement, dated September 11, 2017 (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 March 27, 2023
· Aggregate Principal Amount
$3,000,000
Initially Being Issued:
· Issue Date:
September 27, 2017
· CUSIP No.:
06048WUY4
· Maturity Date:
March 27, 2023
· 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:
March 27 and September 27 of each year, beginning on March 27, 2018, with
the final interest payment 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:

September 27, 2017 to but excluding
2.25%
September 27, 2020

September 27, 2020 to but excluding
2.50%
March 27, 2021

March 27, 2021 to but excluding
2.75%
September 27, 2021

September 27, 2021 to but excluding
3.25%
March 27, 2022

March 27, 2022 to but excluding
4.00%
September 27, 2022

September 27, 2022 to but excluding
4.50%
March 27, 2023

PS-2
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· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes on
September 27, 2018, 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
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
referenced in this product 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 September 27, 2018 (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
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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
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;
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·
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.
PS-5

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 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 Morrison & Foerster 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
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fixed rate of interest that increases in subsequent periods. In addition, the notes provide us with the right to redeem the
notes on September 27, 2018 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
September 27, 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. By application of those rules, the deemed reissued notes should be treated as
fixed rate debt instruments not bearing OID. The same analysis would apply to each subsequent interest rate step up
date.
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,
PS-7

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
Schedule 1 to the Master Registered Global Senior Note, dated February 7, 2017 (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
supplement and prospectus, all in accordance with the provisions of the indenture governing the notes, such notes will be
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 the assumption that the trustee's
certificate of authentication of the Master Note has been manually signed by one of the trustee's authorized officers and
to customary assumptions about the trustee's authorization, execution and delivery of the indenture governing the notes,
the validity, binding nature and enforceability of the indenture governing the notes with respect to the trustee, the legal
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capacity of natural persons, 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 January 13, 2017, which has been filed as an exhibit to BAC's Current Report on Form 8-K
dated January 13, 2017.
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.
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.
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.
PS-9


ERISA CONSIDERATIONS
Each fiduciary of a pension, profit-sharing, or other employee benefit plan subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") (a "Plan"), should consider the fiduciary standards of ERISA in the context of the
Plan's particular circumstances before authorizing an investment in the notes. Accordingly, among other factors, the
fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA
and would be consistent with the documents and instruments governing the Plan.
In addition, we and certain of our subsidiaries and affiliates, including MLPF&S, may be each considered a party
in interest within the meaning of ERISA, or a disqualified person (within the meaning of the Code), with respect to many
Plans, as well as many individual retirement accounts and Keogh plans (also "Plans"). Prohibited transactions within the
meaning of ERISA or the Code would likely arise, for example, if the notes are acquired by or with the assets of a Plan
with respect to which we or any of our affiliates is a party in interest, unless the notes are acquired under an exemption
from the prohibited transaction rules. A violation of these prohibited transaction rules could result in an excise tax or
other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive relief is available under
an applicable statutory or administrative exemption.
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Under ERISA and various prohibited transaction class exemptions ("PTCEs") issued by the U.S. Department of
Labor, exemptive relief may be available for direct or indirect prohibited transactions resulting from the purchase,
holding, or disposition of the notes. Those exemptions are PTCE 96-23 (for certain transactions determined by in-house
asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance
company separate accounts), PTCE 84-14 (for certain transactions determined by independent qualified asset managers),
and the exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for certain arm's-length
transactions with a person that is a party in interest solely by reason of providing services to Plans or being an affiliate of
such a service provider (the "Service Provider Exemption").
Because we may be considered a party in interest with respect to many Plans, the notes may not be purchased,
held, or disposed of by any Plan, any entity whose underlying assets include plan assets by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person investing plan assets of any Plan, unless such purchase,
holding, or disposition is eligible for exemptive relief, including relief available under PTCE 96-23, 95-60, 91-38, 90-1, or
84-14 or the Service Provider Exemption, or such purchase, holding, or disposition is otherwise not prohibited. Any
purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the notes will be deemed to
have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the notes that either (a) it is
not a Plan or a Plan Asset Entity and is not purchasing such notes on behalf of or with plan assets of any Plan or any
plan subject to similar laws or (b) its purchase, holding, and disposition are eligible for exemptive relief or such purchase,
holding, and disposition are not prohibited by ERISA or Section 4975 of the Code or similar laws.
Further, any person acquiring or holding the notes on behalf of any plan or with any plan assets shall be deemed
to represent on behalf of itself and such plan that (x) the plan is paying no more than, and is receiving no less than,
adequate consideration within the meaning of Section 408(b)(17) of ERISA in connection with the transaction or any
redemption of the notes, (y) none of us, MLPF&S, or any other selling agent directly or indirectly exercises any
discretionary authority or control or renders investment advice or otherwise acts in a fiduciary capacity with respect to the
assets of the plan within the meaning of ERISA and (z) in making the foregoing representations and warranties, such
person has applied sound business principles in determining whether fair market value will be paid, and has made such
determination acting in good faith.
PS-10

The fiduciary investment considerations summarized above generally apply to employee benefit plans maintained
by private-sector employers and to individual retirement accounts and other arrangements subject to Section 4975 of the
Code, but generally do not apply to governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as
defined in Section 3(33) of ERISA), and foreign plans (as described in Section 4(b)(4) of ERISA). However, these other plans
may be subject to similar provisions under applicable federal, state, local, foreign, or other regulations, rules, or laws
("similar laws"). The fiduciaries of plans subject to similar laws should also consider the foregoing issues in general terms
as well as any further issues arising under the applicable similar laws.
In addition, any purchaser, that is a Plan or a Plan Asset Entity or that is acquiring the notes on behalf of a Plan
or a Plan Asset Entity, including any fiduciary purchasing on behalf of a Plan or Plan Asset entity, will be deemed to have
represented, in its corporate and its fiduciary capacity, by its purchase and holding of the notes that (a) none of us,
MLPF&S, or any of our other affiliates is a "fiduciary" (under Section 3(21) of ERISA, or under any final or proposed
regulations thereunder, or with respect to a governmental, church, or foreign plan under any similar laws) with respect to
the acquisition, holding or disposition of the notes, or as a result of any exercise by us or our affiliates of any rights in
connection with the notes, (b) no advice provided by us or any of our affiliates has formed a primary basis for any
investment decision by or on behalf of such purchaser in connection with the notes and the transactions contemplated
with respect to the notes, and (c) such purchaser recognizes and agrees that any communication from us or any of our
affiliates to the purchaser with respect to the notes is not intended by us or any of our affiliates to be impartial
investment advice and is rendered in its capacity as a seller of such notes and not a fiduciary to such purchaser.
Purchasers of the notes have exclusive responsibility for ensuring that their purchase, holding, and disposition of the
notes do not violate the prohibited transaction rules of ERISA or the Code or any similar regulations applicable to
governmental or church plans, as described above.
This discussion is a general summary of some of the rules which apply to benefit plans and their related
investment vehicles. This summary does not include all of the investment considerations relevant to Plans and other
benefit plan investors such as governmental, church, and foreign plans and should not be construed as legal advice or a
legal opinion. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-
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exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the
notes on behalf of or with "plan assets" of any Plan or other benefit plan investor consult with their legal counsel prior to
directing any such purchase.


PS-11

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