BofA Securities, Merrill Lynch International and their respective affiliates and/or their officers, directors, agents or employees (collectively, “BofA Entities”) does not recommend or endorse any fund or manager and it is not acting as your fiduciary or advisor in connection with any fund, manager or investment. Any information or materials provided to you, or viewed by you, concerning a manager, strategy or a private investment fund has been prepared and issued by, and is the sole responsibility of, the private investment fund and/or its manager and is the sole responsibility of, the fund or manager. BofA Entities has not verified or conducted due diligence on any such information and materials, and does not bear any responsibility for it.
The information contained in this communication is provided to you solely for informational and discussion purposes only, between you and the manager and fund. This information is not intended to constitute advertising, advice or a recommendation of any kind, and it should not be viewed as an offer or a solicitation to buy or sell securities or any other financial instrument or product, including an interest in any private investment fund. BofA Entities make no representation, warranty or guarantee, oral or written, express or implied, concerning this information (including any warranties of fitness for a particular use or merchantability), including, whether the information is accurate, complete or current and has no duty or obligation to update such information. This information is subject to change at any time, and BofA Entities has no duty to provide you with notice of such changes. BofA Entities is not responsible for errors in, or omissions from, the information and any materials. Any information about a manager or a private fund is as of the date indicated, is summary in nature, is not complete, is subject to change (including new information that may be included), is not intended to provide the basis for making an investment, and is superceded and qualified in its entirety by definitive offering and other documents to be supplied by the manager and/or fund. You should not rely on these materials.
In addition, BofA Entities will not be responsible or liable for any losses, whether direct, indirect or consequential, including loss of profits, damages, costs, claims or expenses, relating to or arising from your use or reliance upon any part of the information or use of capital introductions services or events, including trading losses, loss of opportunity or incidental or punitive damages. Before determining to use any service or product offered by BofA Entities or any manager, you should consult with your independent tax, legal and financial advisers to review and consider any associated risks and consequences and whether the product or service offered is appropriate for you based on your particular circumstances. You should review carefully any statements made by a fund or its manager and should perform whatever due diligence you and your advisers deem appropriate. This information has been prepared without regard to the specific investment objectives, financial situation and needs of any particular recipient or type of recipient. BofA Entities do not render any opinion regarding legal, accounting, compliance, regulatory or tax matters. For other important legal terms governing the use of this information please see: https://business.bofa.com/en-us/content/americas-global-markets-and-corporate-investment-banking.html.
The information herein was obtained from various sources. We provide no assurances or representations of its accuracy, timeliness or completeness. A variety of market factors and assumptions may affect this information, and this information does not reflect all possible loss scenarios. Some products may place your capital at risk, yield figures quoted may not display all the short and long term prospects for the investment. There is no certainty that the parameters and assumptions used in this information can be duplicated with actual trades. Any historical exchange rates, interest rates or other reference rates or prices contained herein are not necessarily indicative of future exchange rates, interest rates, or other reference rates or prices. No representation is made that the investment objectives of any investment will or are likely to be achieved or successful or that any investment will make any profit or will not sustain losses, including loss of principal. Performance is generally presented net of fees and expenses and is unaudited unless otherwise shown. Past performance is not indicative of future results.
Any benchmarks and financial indices are shown for illustrative purposes only and are provided for the purpose of making general market data available as a point of reference only. Such benchmarks and financial indices may not be available for direct investment, may be unmanaged, assume reinvestment of income, do not reflect the impact of any commissions, fees and costs, and have limitations when used for comparison or other purposes because they, among other reasons, may have different volatility, credit, or other material characteristics (such as limitations on the number and types of securities or instruments). No representation is made that any benchmark or index should be relied on as a measure for comparison.
This information is not a publication of BofA Global Research, although a BofA Global Research report may be referenced as a link or as an attachment hereto. Any summary of BofA Global Research is qualified in its entirety by the views of BofA Global Research and the specific disclaimers associated with that report. BofA Entities and any affiliate may trade for its own accounts in any of the securities of issuers mentioned herein or in related investments, or other products, and may also from time to time perform or solicit investment banking or other services for, or from, any entity mentioned herein. Prior to undertaking any trade, you should discuss with your professional tax, accounting or other adviser how such particular trade(s) affect you. All information (whether in respect of tax, accounting, law or of any other nature), should be treated as illustrative only and not relied upon as accurate.
BofA Entities has developed, or may develop, business relationships with the managers and private funds referenced in the materials, and does currently, or may in the future earn fees and commissions from these managers and funds. Through those relationships the BofA Entities, may possess information about a fund or a manager that may be inconsistent with or in addition to any information provided or made available by BofA Entities or by the fund and/or manager to you at an event sponsored by the BofA Entities or otherwise. Even if BofA Entities has such information, BofA Entities have no responsibility to, and will not, disclose that information to you - whether negative or positive - and will not provide any advice or recommendations to you based on that information. In compliance with applicable law, BofA Entities may use any such information at its discretion to further its business interests.
Any opinions, statements or the like (collectively, “Statements”) by a manager or fund regarding future events or which are forward-looking, reflect only the author’s current subjective views and assumptions, and does reflect the views of any BofA Entity, Statements should not be relied on, maynot be accurate or complete, are subject to change without notice due to a variety of market and other factors, and involve inherent risks, changes and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond any person’s control. Future evidence and actual results could differ materially from those set forth in, contemplated by, or underlying these Statements.
BofA Entities has, or may, develop a business or client relationship with you, which may have an advisory aspect to it ("Advisory Relationship"). Any information or written material accompanying this disclaimer shall not under any circumstances be deemed to be part of an Advisory Relationship and BofA Entities shall be under no obligation to offer recommendations and/or advice pursuant to such Advisory Relationship in respect of the information or written materials attached. You should not construe silence by BofA Entities or their respective officers, directors, agents and employees as approval or endorsement of any statements made by a fund and its managers. This paragraph does not purport to be a complete statement of any and all potential conflicts that might arise as a result of BofA Entities' relationships with funds and the managers and BofA Entities' current or future relationship with you or any party.
By accepting receipt of this communication, you acknowledge that (i) you are a sophisticated investor, are experienced in investing in private investment funds, and represent that you are at least an “accredited investor,” and can satisfy any other asset based test or other requirement or standards to comply with any registration exemptions or other selling restrictions applicable to a private fund investment, and (ii) any information provided to you from BofA Entities shall not form the primary basis of any investment decision you make. You understand that investments in private investment funds are (i) speculative, involve a high degree of risk, and are not suitable for all persons, may be illiquid, may be highly leveraged, are subject to fees and expenses (each of which may be substantial) and their performance may be volatile, and (ii) you could lose all or a substantial portion of your investment.
You agree that you, (A) are not, and do not act on behalf of, either a "municipal entity" or "obligated person" (in each case as defined in Section 15B of the Securities Exchange Act of 1934 and the rules adopted by the Securities Exchange Commission with respect to municipal advisor registration, and each a "Covered Party"); or (B) are acting on behalf of a Covered Party but do not, and do not expect to, engage in trading or investment activity involving the proceeds of municipal securities or municipal escrow investments held by or under the control of the Covered Party. You understand that BofA Entities is acting for its own interest, and is not acting and will not act as a municipal advisor or as an advisor or fiduciary to any Covered Party. Covered Parties should consult with their own internal and external advisors before taking action with respect to any services, material, or information provided to them by BofA Entities.
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Where this communication constitutes a financial promotion/marketing communication it is issued and approved for distribution in the UK by Merrill Lynch International only to, and directed at, (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons. The UK compensation scheme and rules for the protection of retail clients do not apply to the services provided or products sold by non-UK regulated affiliates.
BofA Entities reserve the right to monitor electronic communications (subject to and in accordance with local laws). You acknowledge that BofA Entities may obtain data through the use by you of any system (subject to and in accordance with local laws), including but not limited to electronic communications, obtained with respect to your participation at any BofA Entities event and you agree that BofA Entities may use such data for its own purposes, including its provision or sale to a third party, provided that we may not sell any transaction data that is not aggregated or identifies specific counterparties.
"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.
For Investors located in Switzerland, the funds described in this document may not have been authorised by the FINMA as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of June 23, 2006 ("CISA"). Accordingly, none of the units/shares of such funds may be sold, marketed or otherwise distributed in or from Switzerland by way of public advertising within the meaning of CISA and its implementing ordinances and notices, each as amended from time to time, and no offering material relating to any of the units/shares of such funds may be used in connection with any such offer or distribution. Investors cannot avail themselves of the protection afforded by CISA.
For Investors located in the United Kingdom, these materials are only directed at persons who are investment professionals under Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 and the investment or investment activity to which these materials relate is only available to and will only be engaged in with such persons. Persons who do not have professional experience in matters relating to investments should not rely upon the contents of these materials.
For Investors located in Italy, no offering of funds or distribution of any offering materials relating to the funds will be made in Italy unless the requirements of Italian law concerning the offering of securities have been complied with, including (i) the requirements of Article 42 and Article 93-bis and ff. of the Italian Financial Service Act and ConsobRegulation No. 11971 of 14th May 1999, and (ii) all other Italian securities tax and exchange controls and any other applicable laws and regulations, all as amended from time to time.
For Investors located in Spain in respect of Open-ended non-UCITS funds, the Funds have not been registered with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). Accordingly, the Funds may only be offered in Spain or targeted at Spanish residents pursuant to and in compliance with Law 35/2003, on CIS, Royal Decree 1309/2005 and any regulation issued thereunder.
For Investors located in the Netherlands, the Units or Shares, as the case may be, will not be offered or sold, directly or indirectly, in the Netherlands, other than to qualified investors, all within the meaning of article 1:12, and in the case of closedended investments schemes only, 5:3 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht) and article 4 of the Financial Supervision Act Exemption Regulation (Vrijstellingsregeling Wft). In respect of the offering, the management company of the Fund does not require a license as a collective investment scheme pursuant to the Financial Supervision Act and is not subject to market conduct supervision of the Netherlands Authority for the Financial Markets and prudential supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.).
For Investors located in France, BofA Entities have not been appointed to engage in financial solicitation (démarchage) and nothing in its acting in the context of Capital Strategy shall be viewed as démarchage. BofA Entities are not acting as placement agent for any fund and will not receive any finder's fee or transaction-based compensation specifically related to any investment by the Investor in a fund.
For Investors located in Portugal, these materials are only directed at persons who are "Qualified Investors" as defined in Directive 2003/71/EC, as amended by Directive 2010/73/EC (being a person or entity that is described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and a person or entity who is, on request, treated as a professional client in accordance with Annex II to Directive 2004/39/EC, or recognised as an eligible counterparty in accordance with Article 24 of Directive 2004/39/EC unless it has requested to be treated as a nonprofessional client).
For the Investors located in Australia, the Funds are not registered with the Australian Securities and Investments Commission (ASIC) as managed investment schemes and no prospectus or product disclosure statement in relation to the Funds will be prepared or lodged with ASIC.
For Investors located in Hong Kong, the fund described in this document has not been authorized by the Hong Kong Securities and Futures Commission nor been delivered for registration to the Registrar of Companies in Hong Kong, as the case may be. Accordingly, no person may issue, or have in its possession for the purpose of issue, any invitation, advertisement or other document relating to the shares, interests or units whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares, interests or units, as the case may be, which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder.
In addition, if the fund described in this document is a company, the shares may not be offered or sold inHong Kong by means of any document other than in other circumstances which do not result in such document being a "prospectus" as defined in the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of the Companies Ordinance.
Warning –the contents of the offering document of the fund described in this document have not been reviewed by any regulatory authority in Hong Kong. Prospective investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of the offering document of the fund, investors should obtain independent professional advice.
BofAML does not carry on a business in a regulated activity in or from Hong Kong.
For Investors located in Singapore, the Funds are not authorised or recognised by the Monetary Authority of Singapore ("MAS") and are not allowed to be offered to the Singapore retail public. This document is not a prospectus as defined in the Securities and Futures Act, Cap. 289 of Singapore (the "SFA") and accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply.
This document has not been registered as a prospectus by the MAS, and the offer of the Units or Shares, as the case may be, is made pursuant to the exemptions under Sections 304 and 305 of the SFA. Accordingly, the Units or Shares, as the case may be, may not be offered or sold, nor may the Units or Shares, as the case may be, be the subject of an invitation for subscription or purchase, nor may this document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Units or Shares, as the case may be, be circulated or distributed, whether directly or indirectly, to any person in Singapore other than under exemptions provided in the SFA for offers made (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 304 of the SFA, (b) to a relevant person (as definedin Section 305(5) of the SFA), or any person pursuant to an offer referred to in Section 305(2) of the SFA, and in accordance with the conditions specified in Section 305 of the SFA or (c) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA.
Where the Units or Shares, as the case may be, are acquired by persons who are relevant persons specified in Section 305A of the SFA, namely: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Units or Shares, as the case may be, pursuant to an offer made under Section 305 of the SFA except: (1) to an institutional investor or to a relevant person as defined in Section 305(5) of the SFA, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 305A(3)(i)(B) of the SFA (in the case of that trust); (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.