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that is subject to the prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in Section 4975(e)( I) of the Code) and (ii) entities whose underlying assets are considered to include "plan assets
-41 EFTA00607839 UNDERWRITING Under the terms and subject to the conditions in an underwriting agreement, the undenvriters named below. for whom Morgan Stanley & Co. LLC, UBS Securities LLC and Keefe, Bruyette & Woods, Inc. are acting as representatives, have severally agreed to purchase. and we have agreed to sell t
nternal Revenue Code. Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit Plans, as well as individual retirement accounts. Keogh plans and other plans that are subject to Section 4975 of the Internal Revenue Code (also "Plans"), from engaging in certain transactions involving
NFLICTS OF INTEREST) The Bank of New York Mellon Corporation and Citigroup Global Markets Inc., Merrill Lynch, Pierce. Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC, as the representatives of the underwriters, have entered into an underwriting agreement dat
de with respect to many ERISA Plans, as well as other arrangements subject to Section 4975 of the Code, including individual retirement accounts and Keogh plans (such arrangements, and together with ERISA Plans, referred to herein as "Plans"). Prohibited transactions within the meaning of ERISA or the
the Code or any applicable Similar Law, as described above. S-59 EFTA00613293 UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwr
Entities connected to both Keogh and Morgan Stanley & Co. LLC

United States
LOCATION
Jeffrey Epstein
PERSON
United Kingdom
LOCATION
Eric Holder
PERSONCayman
LOCATION
Luxembourg
LOCATIONthe District of Columbia
LOCATION
New York
LOCATION
Richard Kahn
PERSON
the Internal Revenue Service
ORGANIZATION
Prince Andrew
PERSONthe State of New York
LOCATION
Morgan Stanley
ORGANIZATIONIndebtedness
ORGANIZATION
Julie K. Brown
PERSONthe Securities and Exchange Commission
ORGANIZATIONthe U.S. Department of Labor
ORGANIZATION
Credit Suisse
ORGANIZATION
Hong Kong
LOCATION
BofA Merrill Lynch
ORGANIZATION