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GLOBAL BENCHMARK REFORM


ADDRESSING CHANGES COMING TO BENCHMARK RATES INCLUDING LIBOR

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 * KEY TAKEAWAYS CONTENT RELATED SOLUTIONS CONTENT
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 * Summary
 * Background
 * LIBOR Transition Overview
 * Other Resources


SUMMARY

You may be hearing about changes to benchmark reference rates, such as the
London Interbank Offered Rate (LIBOR), prior to December 2021. Reference rates
are utilized broadly in the construction of many financial products, including
loans, floating rate notes, derivatives and securitizations. As benchmark reform
is ongoing and expected to continue over the next couple of years, Bank of
America is working with global regulators, industry working groups, and trade
associations on a transition from current benchmarks to alternative reference
rates.

 


BACKGROUND

In July 2017, the Financial Conduct Authority (FCA), a regulatory body in the
United Kingdom, announced that it will no longer require banks to submit rates
for the London Interbank Offered Rate (LIBOR) after 2021.

 

On December 4, 2020 ICE Benchmark Administration Limited (IBA), the
administrator of LIBOR, released a consultation on its intention to cease the
publication of one week and two month USD LIBOR settings and all GBP, EUR, CHF,
and JPY LIBOR settings on December 31, 2021, and the remaining USD LIBOR
settings (overnight, one month, three month, six month, 12 month) on June 30,
2023. The consultation closed on January 25, 2021.

 

Subsequently IBA notified the FCA, the regulatory supervisor for IBA, of its
intention to cease publication of all LIBOR settings, subject to any rights of
the FCA to compel IBA to continue publication.

 

The FCA then announced on March 5, 2021 the following:

 

 * IBA’s publication of the following 26 LIBOR settings will cease immediately
   following the publication of that LIBOR setting on the dates set forth in the
   table below.
   
   
   

    

 * The following 9 LIBOR settings will become non-representative immediately
   following the “Final Date of Representativeness” set forth in the table
   below. The FCA will consult on requiring IBA to continue publishing the below
   GBP and JPY LIBOR settings and consider the case for continued publication of
   USD LIBOR settings, all on a synthetic basis for a period of time
   thereafter.*
   
   
   

    

   *While the FCA has made clear that the above LIBOR settings will become
   non-representative as of the dates indicated above, there is no certainty
   that these LIBOR settings will continue to be published on a synthetic basis
   after such dates.

 

Bank of America continues its enterprise-wide initiative to identify, assess and
monitor risks associated with the potential discontinuation or unavailability of
benchmarks, including LIBOR, and the transition to alternative reference rates.
We are also evaluating existing contracts across all products to determine the
impact of a discontinuation of LIBOR or other benchmarks and to address
potential changes to those contracts.

 

Bank of America is actively working with global regulators, industry working
groups and trade associations to develop strategies for an effective transition
to new benchmarks. For example, Bank of America launched capabilities to support
issuance and trading in products indexed to the new Secured Overnight Financing
Rate (SOFR), which is the alternative benchmark rate to U.S. dollar LIBOR
recommended by the Alternative Reference Rates Committee (ARRC). The ARRC is a
group of private-market participants and official-sector entities convened by
the Federal Reserve Board and the Federal Reserve Bank of New York. SOFR is a
broad measure of the cost of borrowing U.S. dollars overnight collateralized by
U.S. Treasury securities.

 

We will work closely with our clients on the transition, taking into
consideration client concerns. For further guidance on how to prepare for the
possibility that LIBOR or other benchmark rates will be discontinued or
materially change, please consult with your legal, tax, financial and other
professional advisors.

 


LIBOR TRANSITION OVERVIEW

What is LIBOR?

 

For many years, the London Interbank Offered Rate (LIBOR) has been one of the
most widely used interest rate benchmarks in the world.

 

Launched in 1969, LIBOR was first used in the syndicated loan market as a way to
spread the risk of a loan across multiple lenders, using a periodic reset in the
rate based on the banks’ funding costs plus a spread for credit risk. Over the
last 50 years, LIBOR has become the most widely used interest-rate benchmark in
the world. As of April 2019, approximately $370TN of financial contracts
referenced LIBOR-based rates across various currencies globally, including USD,
EUR, GBP and JPY. The bulk of these are OTC derivatives, but LIBOR is referenced
across a broad range of financial products that includes loans, adjustable rate
mortgages (ARMs), securitizations and floating rate notes (FRNs).

 



 

The ICE Benchmark Administration (IBA), as the benchmark administrator for
LIBOR, calculates and publishes daily LIBOR rates for five currencies (CHF, EUR,
GBP, JPY and USD) and seven tenors. These rates are intended to indicate the
average rates at which banks could obtain wholesale, unsecured funding and are
calculated based on contributions from panels of banks, one panel for each
currency. For USD LIBOR, the panel of banks includes Bank of America, N.A.’s
London branch, among other major banks.

 

Why is LIBOR being discontinued?

 

Since the 2008 financial crisis, the robustness of LIBOR as a benchmark of banks
funding costs has been called into question, leading to the creation of
alternative reference rates (ARRs) in several of the major currencies to enable
a transition away from LIBOR. The UK’s Financial Conduct Authority (FCA), which
has supervisory oversight over the administration of LIBOR, announced in July
2017 that it will no longer compel LIBOR panel banks to submit rates for LIBOR
after 2021.

 

Now, the market has greater clarity on the end of LIBOR as a result of the
official FCA announcement on LIBOR cessation and non-representativeness. This
announcement requires market participants to address the end of LIBOR and
consider the possibility that certain other rates or indices, which are used as
interest rate benchmarks, may discontinue.

 

What is the impact of the FCA LIBOR cessation and non-representativeness
announcement?

 

With respect to contracts or products that reference LIBOR, the FCA announcement
may impact such contracts or products, including with respect to the fixing of
certain spread adjustments and the date on which the replacement rate under such
contract or product may become effective.

 

For derivatives and other relevant products and for all 35 LIBOR settings, (i)
the FCA announcement constitutes an “Index Cessation Event” for the purposes of
and as defined in each of the Attachment to the ISDA 2020 IBOR Fallbacks
Protocol and Supplement 70 to the 2006 ISDA Definitions; and (ii) the date of
the announcement constitutes a “Spread Adjustment Fixing Date” under the
Bloomberg IBOR Fallback Rate Adjustment Rule Book.

 

For the avoidance of doubt, each relevant LIBOR-linked contract and product may
transition to a replacement rate (e.g. based on Secured Overnight Financing Rate
[SOFR] or Sterling Overnight Interbank Average Rate [SONIA]) in accordance with
the terms and fallback provisions (if any) contained therein and publication of
the announcement does not automatically transition such contracts and products
to the replacement rate as of the date of the announcement. Also, circumstances
could change following the announcement that could impact the timing and other
information described herein.

 

Lastly, with respect to the FCA’s plans to consult on synthetic LIBOR, the FCA’s
ability to exercise its powers to require IBA to continue publication on a
synthetic basis is subject to the UK Parliament passing the proposed FCA powers
under the Financial Services Bill. Also, the FCA makes clear that the use of
synthetic LIBOR is intended to assist legacy contract holders.

 

What is LIBOR transitioning to?

 

The following chart provides ARRs or risk-free rates (RFRs) that various working
groups have identified and recommended across five major jurisdictions as
alternatives to LIBOR.

 



 

At present, LIBOR and ARRs are not equivalent rates, as they utilize different
underlying transactions and methodologies in their construction.

 

What is the Transition Timeline?

 

With the announcement of LIBOR cessation and non-representativeness having
occurred on March 5, 2021, the market now has a clearer timeline on end of LIBOR
across the five LIBOR currencies.

 



 

How does the transition impact our clients?

 

For financial products referencing LIBOR, the impact could vary across different
types of products, and even between transactions in the same type of product.
Additionally, LIBOR currencies and tenors will be discontinuing on differing
schedules.

 

It is important that clients review and understand the governing terms of their
financial products. Clients should prepare for the cessation of LIBOR and the
possibility that other benchmark rates may be discontinued or materially change.

 

Some financial products that may be impacted by benchmark reform include:

 

 * Loans
 * Mortgages
 * OTC Derivatives
 * Exchange-Traded Derivatives
 * Securitizations
 * Floating Rate Notes (FRNs)

 

This list is indicative and not fully exhaustive. Other financial products may
also be affected indirectly due to changes in discounting curves or pricing.

 

For guidance on how to prepare for the cessation of LIBOR and the possibility
that other benchmark rates will be discontinued or materially change, please
consult with your legal, tax, financial and other professional advisors.

 

How is Bank of America assisting its clients?

 

Bank of America is working closely with our clients to promote awareness of
these changes, take into consideration client concerns, support markets, and
provide solutions to our clients. Bank of America is participating in the work
of global regulators, industry working groups and trade associations aimed at
supporting a smooth transition away from current benchmarks to ARRs or other
replacement rate(s).

 


OTHER RESOURCES

 

More information can be found in Bank of America’s most recent Form 10-K and
subsequent periodic reports filed with the Securities and Exchange Commission.
Additional information on the potential impact of the transition to ARRs on your
investments and transactions can be found in Bank of America’s IBOR Transition
Statement. Below are additional resources on benchmark reform and the IBOR
transition:

Central Banks & Working Groups:

US:

Federal Reserve Bank of New York (FRBNY)

Alternative Reference Rate Committee (ARRC)

 

UK:

Bank of England

Working Group on Sterling Risk Free Rates

 

EU:

European Central Bank (ECB)

Working Group on Euro Risk Free Rates

 

SWITZERLAND:

Swiss National Bank

National Working Group on Swiss Franc Reference Rates

 

JAPAN:

Bank of Japan (BOJ)

Cross-Industry Committee on Japanese Yen Interest Rate Benchmarks

 

Industry Bodies:

International Swaps and Derivatives Association (ISDA)

International Capital Market Association (ICMA)

UK Finance

Loan Market Association (LMA)

Loan Syndications and Trading Association (LSTA)

Asia Pacific Loan Market Association (APLMA)

Treasury Markets Association (TMA)

Japanese Bankers Association (JBA)

 

Official Sector:

Financial Stability Board (FSB)

International Organization of Securities Commissions (IOSCO)

Financial Industry Regulatory Authority (FINRA)

U.S. Commodity Futures and Trading Commission (CFTC)

U.S. Securities and Exchange Commission (SEC)

U.K. Financial Conduct Authority (FCA)

Hong Kong Monetary Authority (HKMA)

Monetary Authority of Singapore (MAS)

 

The above resource links are not affiliated with Bank of America or any of its
affiliates and are provided for information and educational purposes only. Any
opinions and/or views expressed do not necessarily reflect the opinions and/or
views of Bank of America or any of its affiliates.


KEY TAKEAWAYS:

 * Benchmark reference rates –such as the London Interbank Offered Rate (LIBOR)
   –are expected to change
 * Bank of America is working closely with global regulators and industry
   partners on a transition path
 * We will also work with clients on the transition, taking into account client
   concerns
 * More information can be found in Bank of America’s most recent Form 10-K and
   subsequent periodic reports filed with the Securities and Exchange Commission


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"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, 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.



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Disclaimer for Latin America

©  2021  Bank of America Corporation. All rights reserved.

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GENERAL DISCLAIMER FOR BANK OF AMERICA MERRILL LYNCH

“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, 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.
©2021 Bank of America Corporation.



DISCLAIMER FOR AUSTRALIA:

"Bank of America" is the marketing name for the lending, derivatives and other
commercial banking activities of Bank of America Corporation ("BAC"). These
activities are performed globally by banking affiliates of BAC and in Australia
by Bank of America, N.A. Australian Branch ("BANA Australia"). "BofA Securities"
is the marketing name for the securities, corporate advisory and capital markets
activities of BAC. These activities 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
which hold, or are exempt from the requirement to hold, an Australian Financial
Services Licence. Apart from BANA Australia, none of the other BAC entities
including BAC itself is an Authorised Deposit-taking Institution authorised
under the Banking Act 1959 of Australia regulated by the Australian Prudential
Regulation Authority. The obligations of BAC entities (other than BANA
Australia) do not represent deposits or other liabilities of BANA Australia and
are not guaranteed by BANA Australia.

©2021 Bank of America Corporation.


DISCLAIMER FOR INDIA:

“Bank of America” is the marketing name for lending, trading in certain
financial instruments and other commercial banking activities of Bank of America
Corp. These activities are performed globally by banking affiliates of Bank of
America Corporation, including Bank of America, N.A., Member FDIC. 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.

“BofA Securities” is the marketing name for trading in securities and financial
instruments, strategic advisory, and other investment banking activities of Bank
of America Corporation. These activities are performed globally by investment
banking affiliates of Bank of America Corporation ("Investment Banking
Affiliates"), including, in India by BofA Securities India Limited, which
provides the following services in India: Research, Equity Sales & Trading,
Futures & Options, Electronic Trading, Equity Capital Markets, Debt Capital
Markets and M&A.

©2021 Bank of America Corporation.


DISCLAIMER FOR BRAZIL:

“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, 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.

Bank of America and BofA Securities’ Ombudsman* | Toll Free: 0800 886 2000

* Bank of America Merrill Lynch Banco Múltiplo S.A. (the banking subsidiary in
Brazil of Bank of America Corporation) and Merrill Lynch S.A. Corretora de
Títulos e Valores Mobiliários (the registered broker dealer in Brazil).

Investment products offered by Investment Banking Affiliates:

Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed.

©2021 Bank of America Corporation. All rights reserved.


DISCLAIMER FOR LATIN AMERICA:

“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, 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

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.

“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. and BofA Securities, Inc. 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. and
its Investment Banking Affiliates provide 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 Comisión para el
Mercado Financiero 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.

©2021 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 €
6,376,300,000.

©2021 Bank of America Corporation.


DISCLAIMER FOR HONG KONG:

“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, 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, National Association, 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.

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" and “BofA Securities” are the marketing names used by the
Global Banking and Global Markets divisions of Bank of America Corporation.
Lending, 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, National Association, Canada Branch (BANA
CB ) which is an authorized foreign bank 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.

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 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).  Merrill Lynch Canada Inc. is
registered as an Approved Participant of the Bourse de Montreal.

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

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"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.

© 2021 Bank of America Corporation.


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