Each potential investor participating in Capital Strategy (the “Investor”) must be all of the following: (a) an institutional “accredited investor” as defined under Regulation D of the U.S. Securities Act of 1933, (b) a “qualified purchaser” as defined under the U.S. Investment Company Act of 1940, , (c) experienced in investing in private investment funds, (d) for Investors located within the United Kingdom, an “investment professional” as defined by Article 14 of Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)(Exemptions) Order 2001, (e) if the investor is located in Switzerland, the investor is a "qualified investor", e.g., (i) a regulated financial intermediary, (ii) a supervised insurance company (iii) a public entity or retire benefit institution with professional treasury operations, (iv) a company with professional treasury operations, or (v) an independent asset manager or its client if the independent asset manager is subject to the Swiss anti-money laundering regime and to a code of conduct of an industry organization recognized by the Swiss Financial Markets Supervisory Authority FINMA ("FINMA"), and if the asset management agreement with the client is in writing and complies with the requirements of such code of conduct, in each case as such concepts are defined in the FINMA Circular No. 08/8 dated November 20, 2008, as may be amended from time to time, (f) if the investor is located in Sweden, a “qualified investor” as defined in the Financial Instruments Trading Act (1991:980) (Sw. Lag (1991:980) om handel med finansiella instrument), (g) if the investor is located in Finland, a regulated entity that operates in the financial markets subject to a license, as defined in the Finnish Securities Market Act (495/1989), (h) if the investor is located in Italy, a qualified investor as defined in Article 34-ter(b) of CONSOB Regulation No. 11971 of 14 May 1999, (i) if the investor is located in the Netherlands, a qualified investor as defined in the Netherlands Financial Supervision Act, (j) if the investor is located in France, a qualified investor as defined in Articles L. 411-1 and D. 411-1 to D. 411-3 of the Code monétaire et financier, (k) if the investor is located in Australia, a wholesale client as defined in section 761G of the Corporations Act 2001 (Cwlth), (l) if the investor is located in Hong Kong, a "professional investor" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and the Securities and Futures (Professional Investor) Rules (Cap. 571D of the Laws of Hong Kong), (m) if the investor is located in Singapore, an "institutional investor" or "accredited person" as defined Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, and (n) if the investor is located in Japan, and, (i) if it is contemplated to utilize the exemption available under Article 58-2 of Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 as amended) ("FIEL") and Article 17-3 of Enforcement Order of Financial Instruments and Exchange Law (Order No. 321 of 1965 as amended) ("Enforcement Order"), an institutional investor as defined in Article 17-3 of the Enforcement Order and Article 209, 210 and 211 of Cabinet Office Regulation regarding Financial Instruments and Exchange Business (Regulation no.52 of 2007 as amended), or, (ii) if it is contemplated to utilize the exemption available under Article 63 of the FIEL, at least one investor being qualified institutional investor as defined in the Article 10 of the Cabinet Office Regulation regarding Definitions under Article 2 of Financial Instruments and Exchange Law (Regulation no.14 of 1993 as amended) ("QII") and no more than 49 investors who are not QIIs.
The Investor has no intention to invest, and will not invest, either on its own behalf or on behalf of any other party, the proceeds of any issuance of municipal securities or any municipal escrow investment, as such terms are defined in Section 15B of the Securities Exchange Act of 1934, as amended, and the rules thereunder, in connection with its participation in Capital Strategy.
Where this communication constitutes a financial promotion/marketing communication it is issued and approved for distribution in the UK by BofA Securities, Inc. or 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.
The Investor is solely responsible for reviewing any private investment fund, its private placement memorandum or other offering documents and any statements made by a fund or its manager and for performing such due diligence as the Investor may deem appropriate. Any information provided or made available by BofA Securities, Inc. or Merrill Lynch International (together with their affiliates and/or their officers, directors, agents or employees, collectively “BofAS”) shall not form any basis of any investment decision by the Investor. Any information about a fund and its manager is solely the responsibility of the fund and its manager. BofAS does not review or verify such information for its adequacy, accuracy or completeness, and disclaims all responsibility for any information prepared or provided by any fund or its manager, whether express or implied, which may be included in this email. The distribution of any such information or written material by BofAS or at a meeting it has organized does not constitute and should not be considered to constitute (i) an endorsement or recommendation by BofAS of any manager or any information provided by any manager, (ii) advice given by BofAS about the merits, or the legal, regulatory, tax or financial consequences, of investing in the strategy, (iii) investment advice for purposes of the Employee Retirement Income Security Act of 1974, as amended, the U.S. tax code, the Investment Advisors Act or otherwise, or (iv) an offer or solicitation to acquire or dispose of any security or interest in any fund.
BofAS has 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. BofAS is 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.
BofAS (a) has or may develop other business relationships with any fund and/or its manager and, as a result, may earn fees, commissions and other revenues from a fund and/or the manager and (b) may have an investment in a fund or in a separate account managed by the manager or may make the same investments (in securities, loans or otherwise) as the fund or the manager. For further information, please review the important information by going to https://gems.bankofamerica.com/public/OnlineRegLogin.do and clicking “Terms and Conditions” at the bottom of the page.
The Investor agrees that it, (A) is not, and does 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) is acting on behalf of a Covered Party but does not, and does 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. The Investor understands that BofAS 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 BofAS.
Investors should review carefully any statements made by a fund or its manager and should perform whatever due diligence it and its advisers deem appropriate.
BofA Entities have 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 has 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. In addition, 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 these disclosures 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.
"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 ofSIPC, 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 the 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 the 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 the 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 Consob Regulation 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 the 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 the 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 closed-ended 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 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 in Hong 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.
BofAS is not currently licensed to perform any regulated activity in or from Hong Kong.
This email is provided for information purposes only, for use solely by the recipient and is intended only for investors which are sophisticated institutional investors that meet various regulatory requirements.
For the investors located in Singapore, these materials are only directed at persons who are either "institutional investors" or "accredited investors" as defined Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, and the distribution of the materials by Merrill Lynch (Singapore) Pte. Ltd. ("ML Singapore") or any other should not be regarded as a recommendation with regards to the merits or suitability of any manager and does not constitute an endorsement or recommendation by ML Singapore of any manager.