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BANK OF AMERICA CORP DE

Date Filed : Aug 11, 2022

424B21s140621_424b2.htmPRELIMINARY PRICING SUPPLEMENT

Thispricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Actof 1933. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in anycountry or jurisdiction where such an offer would not be permitted.

 

Preliminary Pricing Supplement - Subject to Completion

(To Prospectus dated August 4, 2021

and Series N MTN Prospectus Supplement dated August 4, 2021)

August 11, 2022

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257399

 

Text

Description automatically generated

 

 

 

$____________

Fixed Rate Callable Notes, due August 22, 2025

 

The notes are senior unsecured debt securities issued by Bank of AmericaCorporation (“BAC”). All payments and the return of the principal amount on the notes are subject to our credit risk.
The notes will price on August 18, 2022. The notes will mature on August22, 2025. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principalamount of the notes, plus any accrued and unpaid interest.
Interest will be paid on February 22, May 22, August 22 and November22 of each year, commencing on November 22, 2022, with the final interest payment date occurring on the maturity date.
The notes will accrue interest at the fixed rate of 4.00% per annum.
We havethe right to redeem all, but not less than all, of the notes on February 22, 2023, and on each subsequent Call Date (as defined on pagePS-2).The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest.
The notes are issued in minimum denominations of $1,000 and whole multiplesof $1,000 in excess of $1,000.
The notes will not be listed on any securities exchange.
TheCUSIPnumber for the notes is 06048WX39.

 

 

Potential purchasers of the notes should consider the information in “Risk Factors”beginning on page PS-5 ofthis pricing supplement, page S-9 of the attached prospectus supplement, and page 8 of the attached prospectus.

 

The notes:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

    Per Note   Total  
Public Offering Price (1)   100.00%   $                        
UnderwritingDiscount (1)(2)   1.00%   $                        
Proceeds(before expenses) to BAC   99.00%   $                        
           
(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts and/or eligible institutional investors may forgo some or all of their selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts and/or for an eligible institutional investor may be as low as $990.00 (99.00%) per $1,000 in principal amount of the notes. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.

(2) We or one of our affiliates may pay varying selling concessions of up to 1.00% in connection with the distribution of the notes to other registered broker-dealers.
 

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks.

 

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company on or about August 22, 2022 against payment in immediately available funds.

 

Series N MTN prospectus supplement dated August 4, 2021 and prospectus dated August 4, 2021

 

BofA Securities

 

 
 

 

SUMMARY OF TERMS

 

 

This pricing supplement supplements the terms and conditions in the prospectus, dated August 4, 2021 as supplemented by the Series N MTN prospectus supplement, dated August 4, 2021 (as so supplemented, together with all documents incorporated by reference, the “prospectus”), and should be read with the prospectus.

   
Title of the Series: Fixed Rate Callable Notes, due August 22, 2025
     
Aggregate Principal Amount Initially Being Issued: $
     
Issue Date: August 22, 2022
     
CUSIP No.: 06048WX39
     
Maturity Date: August 22, 2025
     
Minimum Denominations: $1,000 and multiples of $1,000 in excess of $1,000
     
Ranking: Senior, unsecured
     
Day Count Fraction: 30/360
     
Interest Periods: Quarterly. Each interest period (other than the first interest period, which will begin on the issue date) will begin on, and will include, an interest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable).
     
Interest Payment Dates: February 22, May 22, August 22 and November 22 of each year, beginning on November 22, 2022, with the final interest payment date occurring on the maturity date.
     

Interest Rates: The notes will accrue interest at the fixed rate of 4.00% per annum.
     
Call Dates: February 22, May 22, August 22 and November 22 of each year, beginning on February 22, 2023, with the final Call Date occurring on May 22, 2025.
     
Optional Early Redemption: We have the right to redeem all, but not less than all, of the notes on February 22, 2023, and on each subsequent Call Date. The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest. In order to call the notes, we will give notice at least five business days but not more than 60 calendar days before the specified Call Date.
     
Business Days: If any interest payment date, any Call Date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postponement, and no adjustment will be made to the length of the relevant interest period.
     

Repayment at Option

of Holder:

None
     

Record Dates for

Interest Payments:

For book-entry only notes, one business day in New York, New York prior to the payment date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day.
     

Events of Default and

Rights of Acceleration:

If an event of default (as defined in the 2018 Senior Indenture) occurs and is continuing, holders of the notes may accelerate the maturity of the

 

PS-2

 

 

    notes, as described under “Description of Debt Securities—Events of Default and Rights of Acceleration; Covenant Breaches” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the notes will not bear a default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original public offering price of the notes.
     
Calculation Agent: Merrill Lynch Capital Services, Inc.
     
Fees and Charges: The public offering price of the notes includes the underwriting discountof 1.00% as listed on the cover page and may include an additional hedging-related charge of up to $3.00 per $1,000 in principal amountof the notes that is more fully described on page PS-7.

     
Listing: None

 

 

Certain terms used and not defined in this document have the meanings ascribed to them in the prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to “we,” “us,” “our,” or similar references are to BAC.

 

PS-3

 

 

RISK FACTORS

 

Your investment in the notes entails significantrisks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made only after carefullyconsidering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances.The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financialmatters in general.

 

Structure-related Risks

 

The notes are subject to our early redemption.We may redeem all, but not less than all, of the notes on any Call Date on or after February 22, 2023. If you intend to purchase the notes,you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the notes duringperiods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which we would pay onour other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further payments will bemade on the notes after they have been redeemed.

 

If we redeem the notes prior to the maturity date,you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on thenotes would have been if they had not been redeemed, or that has a similar level of risk.

 

Payments on the notes are subject to our creditrisk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are our seniorunsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon our abilityto repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any timeduring the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due, you maynot receive the amounts payable under the terms of the notes.

 

Our credit ratings are an assessment by ratingsagencies of our ability to pay our obligations. Consequently, our perceived creditworthiness and actual or anticipated decreases in ourcredit ratings or increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value of thenotes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the differencebetween the interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not reducethe other investment risks related to the notes.

 

Valuation- and Conflict-related Risks

 

We have included in the terms of the notes thecosts of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market transactionwill likely be lower than the public offering price due to, among other things, the inclusion of these costs. In determining the economicterms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account. Among thesefactors are certain costs associated with developing, hedging, and offering the notes.

 

Assuming there is no change in market conditionsor any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase the notesin a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other things, theinclusion of these costs, and the costs of unwinding any related hedging. In addition to the underwriting discount, the public offeringprice is expected to include a hedging-related charge, which reflects an estimated profit earned by one of our affiliates from the hedging-relatedtransactions associated with the notes. See “Supplemental Plan of Distribution—Conflicts of Interest” for more information.The terms of these hedging arrangements are determined by seeking bids from market participants, including BofA Securities, Inc. ("BofAS")and its affiliates. All of these charges related to the notes reduce the economic terms of the notes.

 

The quoted price of any of our affiliates for thenotes could be higher or lower than the price that you paid for them.

 

We cannot assure you that a trading market forthe notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the noteswill trade in any secondary market, or whether that market will be liquid or illiquid.

 

The development of a trading market for the noteswill depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market may belimited. We anticipate that our affiliate, BofAS, will act as a market-maker for the notes, but neither BofAS nor any of our other affiliatesis required to do so. BofAS may discontinue its market-making activities as to the notes at any time. To the extent that BofAS engagesin any market-making activities, it may bid for or offer the notes. Any price at which BofAS may bid for, offer, purchase, or sell anynotes may differ from the values determined by pricing models that it may use,

PS-4

 

whether as a result of dealer discounts, mark-ups, or other transactioncosts. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade in the market.

 

In addition, if at any time BofAS were to ceaseacting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market and theremay be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower thanif an active market existed and you should be prepared to hold the notes until maturity.

 

Many economic and other factors will impactthe market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that mayeither offset or magnify each other, including:

 

  the time remaining to maturity of the notes;
  the aggregate amount outstanding of the notes;
  our right to redeem the notes on the dates set forth above;
  the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease);
  general economic conditions of the capital markets in the United States;
  geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;
  our financial condition and creditworthiness; and
  any market-making activities with respect to the notes.

 

Conflict-related Risks

 

Our trading and hedging activities may createconflicts of interest with you. We or one or more of our affiliates, including BofAS, may engage in trading activities related tothe notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks associated withour obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements for thenotes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. Thishedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initiallyexpected, but which could also result in a loss for the hedging counterparty. Any profit in connection with such hedging activities willbe in addition to any other compensation that we and our affiliates, including BofAS, receive for the sale of the notes, which createsan additional incentive to sell the notes to you. These trading and hedging activities may present a conflict of interest between yourinterest in the notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating transactions for ourother customers, and in accounts under our management.

PS-5

 

 

U.S. FEDERAL INCOME TAX SUMMARY

 

The following summary of the material U.S. federalincome tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley Austin LLP, ourtax counsel. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal RevenueCode of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”)(including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the InternalRevenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differinginterpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a courtwould not sustain, a position contrary to any of the tax consequences described below.

 

The following discussion supplements, is subjectto the same qualifications and limitations as, and should be read in conjunction with the discussion in the prospectus supplement underthe caption “U.S. Federal Income Tax Considerations,” and in the prospectus under the caption “U.S. Federal Income TaxConsiderations.” To the extent inconsistent, the following discussion supersedes the discussion in the prospectus supplement andthe prospectus.

 

This discussion only applies to U.S. Holders (as defined in the accompanyingprospectus) that are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus. In particular,thissummary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will hold the notes as capital assetswithin the meaning of Section 1221 of the Code, which generally means as property held for investment. This discussion does not addressthe tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes that the issue price of the notes,as determined for U.S. federal income tax purposes, equals the principal amount thereof.

 

The notes will be treated as debt instruments forU.S. federal income tax purposes. The notes provide for a fixed rate of interest. A U.S. Holder will be required to include payments ofinterest on the notes as ordinary income as such interest payments accrue or are received (in accordance with the U.S. Holder’sregular method of accounting for U.S. federal income tax purposes).

 

You should consult the discussion under “U.S.Federal Income Tax Considerations—Taxation of Debt Securities—Consequences to U.S. Holders” as it relates to fixed ratedebt instruments not bearing OID in the accompanying prospectus for a description of the consequences to you of the ownership and dispositionof the notes.

 

Upon the sale, exchange, redemption, retirement,or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference between the amount realized upon thesale, exchange, redemption, retirement, or other disposition (less an amount equal to any accrued interest not previously included inincome if the note is disposed of between interest payment dates, which will be included in income as interest income for U.S. federalincome tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note generallywill be the cost of the note to such U.S. Holder, increased by any OID, market discount, de minimis OID, or de minimis market discountpreviously included in income with respect to the note, and decreased by the amount of any premium previously amortized to reduce intereston the note and the amount of any payment (other than a payment of qualified stated interest) received in respect of the note.

 

Except as discussed in the prospectus with respectto market discount, gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally willbe capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability of U.S.Holders to deduct capital losses is subject to limitations under the Code.

 

 

You should consult your own tax advisor concerningthe U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arisingunder the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other taxlaws.

PS-6

 

 

SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTSOF INTEREST

 

Our broker-dealer subsidiary, BofAS, will act asour selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described in“Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-102 of the accompanying prospectus supplement.

 

The selling agent will receive the compensationset forth on the cover page of this pricing supplement as to the notes sold through its efforts. The selling agent is a member of theFinancial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the requirementsof FINRA Rule 5121. We or one of our affiliates may pay varying selling concessions of up to 1.00% in connection with the distributionof the notes to other registered broker-dealers. Certain dealers who purchase the notes for sale to certain fee-based advisory accountsand/or eligible institutional investors may forgo some or all of their selling concessions, fees, or commissions. The price to publicfor investors purchasing the notes in these accounts and/or for an eligible institutional investor may be as low as $990.00 per $1,000in principal amount of the notes.

 

In order to meet our payment obligations underthe notes, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, putoptions or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined by seeking bidsfrom market participants, including BofAS and its affiliates, and take into account a number of factors, including our creditworthiness,interest rate movements, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes depend in parton the terms of these hedging arrangements.

 

BofAS has advised us that the hedging arrangementsmay include a hedging-related charge of up to $3.00 per $1,000 in principal amount of the notes, reflecting an estimated profit to becredited to BofAS or one of its affiliates from these transactions. Since hedging entails risk and may be influenced by unpredictablemarket forces, additional profits and losses from these hedging arrangements may be realized by BofAS or one of its affiliates or anythird party hedge providers.

 

All charges related to the notes, including theunderwriting discount and the hedging-related costs and charges, reduce the economic terms of the notes. For further information regardingthese charges, our trading and hedging activities and conflicts of interest, see the section above, “Risk Factors—We haveincluded in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sellthe notes in any secondary market transaction will likely be lower than the public offering price due to, among other things, the inclusionof these costs” and “Risk Factors—Our trading and hedging activities may create conflicts of interest with you.”

 

The selling agent is not acting as your fiduciaryor advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the selling agent in connectionwith the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regardingthe notes after consulting with your legal, tax, and other advisors.

 

Under the terms of our distribution agreement withBofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover of this pricingsupplement, less the indicated underwriting discount.

 

BofAS may sell the notes to other broker-dealers,including our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), that will participate in theoffering, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more additional broker-dealers.BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase or repurchase the notesat the same discount.

 

BofAS and any of our other broker-dealer affiliates,including MLPF&S, may use this pricing supplement, and the accompanying prospectus supplement and prospectus for offers and salesin secondary market transactions and market-making transactions in the notes. Our affiliates may act as principal or agent in these transactions,and any such sales will be made at prices related to prevailing market prices at the time of the sale.  However, none of BAC, BofASor any of our broker-dealer affiliates are obligated to engage in any secondary market transactions and/or market-making transactionsor otherwise purchase the notes from the holders in such transactions.

 

Sales Outside of the United States

 

The notes have not been approved for public salein any jurisdiction outside of the United States. There has been no registration or filing as to the notes with any regulatory, securities,banking, or local authority outside of the United States and no action has been taken by BAC or any affiliate of BAC to offer the notesin any jurisdiction other than the United States. As such, these notes are made available to investors outside of the United States onlyin jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result in compliance with applicablelaws and regulations, including private placement requirements.

 

PS-7

 

       Further,no offer or sale of the notes is being made to residents of:

 

Aruba
Australia
Bahamas
Barbados
Belgium
Crimea
Cuba
Curacao
Gibraltar
Indonesia
Italy
Iran
Kazakhstan
Malaysia
New Zealand
North Korea
Norway
Russia
Syria
Venezuela

 

 

You are urged to carefully review the Selling Restrictionsthat may be applicable to your jurisdiction beginning on page S-105 of the accompanying prospectus supplement.

 

European Economic Area and United Kingdom

 

None of this pricing supplement, the accompanyingprospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as defined below).This pricing supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on the basis that anyoffer of notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each, a “RelevantState”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified Investors”).Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplatedin this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only do so with respect to QualifiedInvestors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than to Qualified Investors. The expression“Prospectus Regulation” means Regulation (EU) 2017/1129.

 

Prohibition Of Sales To EEA And United KingdomRetail Investors – The notes are not intended to be offered, sold or otherwise made available to and should not be offered,sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes: (a) a retail investormeans a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended(“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), wherethat customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualifiedinvestor as defined in the Prospectus Regulation; and (b) the expression “offer” includes the communication in any form andby any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide topurchase or subscribe for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the“PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA orin the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investorin the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

 

United Kingdom

 

The communication of this pricing supplement, theaccompanying prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the notesoffered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposesof section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly,such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdomwho have professional experience in matters relating to investments and who fall within the definition of investment professionals (asdefined in Article 19(5) of the

PS-8

 

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FinancialPromotion Order”)), or who fall within Article 49(2)(a) to (d) of the FinancialPromotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all suchpersons together being referred to as “relevant persons”). In the United Kingdom, the notes offered hereby are only availableto, and any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement and the accompanyingprospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person shouldnot act or rely on this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their contents.

 

Any invitation or inducement to engage in investmentactivity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated orcaused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.

 

All applicable provisions of the FSMA must be compliedwith in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.

 

PS-9

 

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