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Offshore Mutual Fund Investing Merrill Lynch Personal Advisor Program Client Agreement Offs h ore Mutual Fund Investing at Merrill Lynch A Client Disclosure Pamphlet January 2021 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, N.Y. 10036 1.800.MERRILL 1 CodeCode 313111616199PMPM--00212100 Offshore Fund Investing at Merrill Lynch Table of Contents Introduction 2-3 Offshore Mutual Fund Share Classes 3-5 Asset-Based Fee Programs 5 Compensation of Merrill Lynch, Merrill Lynch Financial Advisors and Their Managers 5-6 Non-Monetary Compensation 6-7 Additional Merrill Lynch Services and Compensation 7-8 Bundled Fee for Services 8 Offshore Money Market Mutual Funds 8-9 Purchases, Sales and Transfers 9-10 Other Services 10 Mutual Funds are not FDIC insured; are not deposits or obligations of, or guaranteed by, any financial institution; and are subject to investment risks, including possible loss of the principal amount invested. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Prospectuses for mutual funds can be obtained through the investor’s sign-in area of merrilledge.com. Clients of Merrill Advisory Center can also call 1.888.654.6837. If you’re not currently a Merrill Edge client, please call 1.888.637.3343. Merrill Lynch, Pierce, Fenner & Smith Incorporated (also referred to as “MLPF&S” or “Merrill”) makes available certain investment products sponsored, managed, distributed or provided by companies that are affiliates of Bank of America Corporation (“BofA Corp.”). MLPF&S is a registered broker-dealer, registered investment adviser, Member SIPC and a wholly owned subsidiary of BofA Corp. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value Merrill Lynch is providing this third-party website only as a convenience and the inclusion of the website does not imply any endorsement, approval, investigation, verification or monitoring by Merrill Lynch or any of its affiliates of any content or information contained within or accessible from the website. Merrill Lynch and its affiliates do not control the accuracy, completeness, timeliness or appropriateness of the content or information on the website. If you choose to visit the website you will be subject to its terms of use and privacy policies, over which Merrill Lynch and its affiliates have no control. In no event will Merrill Lynch or any of its affiliates be responsible for any information or content within the website or your use of the website. The Chief Investment Office (CIO) provides thought leadership on wealth management, investment strategy and global markets; portfolio management solutions; due diligence; and solutions oversight and data analytics. CIO viewpoints are developed for Bank of America Private Bank, a division of Bank of America, N.A., (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” or “Merrill”), a registered broker-dealer, registered investment adviser and a wholly owned subsidiary of BofA Corp. This information should not be construed as investment advice and is subject to change. It is provided for informational purposes only and is not intended to be either a specific offer by Bank of America, Merrill or any affiliate to sell or provide, or a specific invitation for a consumer to apply for, any particular retail financial product or service that may be available. © 2021 Bank of America Corporation. All rights reserved. MAP3363504 1 Offshore Fund Investing at Merrill Lynch Disclosure Statement (Continued) Introduction Merrill Lynch offers offshore mutual funds in full- When selecting an offshore mutual fund (also service traditional brokerage accounts and within the referred to below as a “mutual fund” or “fund”) that Merrill Lynch Investment Advisory Program (an fits your needs, there are several key factors to asset-based fee program discussed in detail below) consider: where clients work with a Merrill Lynch International Wealth Advisor (referred to herein as a “Merrill • The fund’s investment strategy Lynch Financial Advisor”) in some capacity. • The fund’s risk profile Based on the service model, the same or similar • The fund’s investment performance products, accounts and services may vary in • The fund’s relationship to your overall asset their price or fees charged to a client. allocation strategy, investment time horizon and In addition, you may be able to purchase offshore liquidity needs mutual funds or share classes directly from the fund • The fund’s manager company or its distributor, or through other financial • The fund’s fees and expenses, which will intermediaries, without paying a fee or sales charge reduce investment returns to Merrill Lynch or for lower fees and expenses. Further, some offshore mutual funds have This pamphlet offers information about fees and investment strategies that can be substantially expenses for the offshore mutual fund share classes similar to the strategies of other investment products, available through Merrill Lynch, Pierce, Fenner & such as exchange traded funds and separately Smith Incorporated (“Merrill Lynch”), as well as the managed accounts. These investment products can compensation that Merrill Lynch earns with respect have lower costs and expenses but have different to those funds. features than those offered by offshore mutual funds (e.g., exchangeability, daily net asset value). A Merrill Lynch, a wholly owned subsidiary of Bank of Merrill Lynch Financial Advisor’s compensation America Corporation (“BofA Corp”), offers a wide varies based on the type of investment product, range of investment products and services, including therefore a Merrill Lynch Financial Advisor can many different open-end mutual funds. Mutual Funds r eceive more or less compensation if you invest in an available through Merrill Lynch include (i) funds that offshore mutual fund over another investment are registered in the United States and typically only product. offered for sale to “U.S. persons” (“domestic” mutual funds) and (ii) funds that are domiciled and operated A review by or under the supervision of personnel of outside of the United States and are only offered for the Chief Investment Office (“CIO”), referred to as sale to people or entities that are not considered the “CIO Review Process,” is conducted on each “U.S. persons” under Regulation S of the Securities mutual fund, including each offshore mutual fund, Act of 1933 and meet other eligibility requirements that Merrill Lynch makes available to its clients. The (“offshore mutual funds”). Although they are not CIO Review Process consists of (1) proprietary registered in the United States, they function similarly evaluation processes conducted by the CIO, and (2) to U.S. registered mutual funds in terms of structure, processes and reviews provided by third parties that investments, operations, risks and costs. A common Merrill Lynch has engaged for this purpose. The type of offshore fund available at Merrill Lynch is an third-party reviewers apply evaluation processes that Undertakings for Collective Investment in are generally consistent with, but not identical to, the Transferable Securities fund (a “UCITS” fund), which multi-factor processes that the CIO applies. Merrill is an open-end European investment fund Lynch, through the CIO, reviews such third-party established in accordance with the UCITS Directive. reviewers’ evaluation processes on an ongoing basis UCITS are typically domiciled in Ireland or and believes that such processes are reasonable Luxembourg. Other types of offshore funds include and appropriate. Please note that Merrill Lynch and funds domiciled in the Cayman Islands or other non- the third-party reviewers can differ with respect to U.S. jurisdictions. This pamphlet only refers to their approach to analyzing and rating particular offshore mutual funds. For information about U.S. funds or share classes of funds. Accordingly, in registered mutual funds at Merrill Lynch, refer to the certain instances, Merrill Lynch may continue to Domestic Mutual Fund Investing at Merrill Lynch make available to clients funds or share classes that Pamphlet at www.m l.com/funds. have been assigned a negative rating by such third- 2 Offshore Fund Investing at Merrill Lynch Disclosure Statement (Continued) party reviewers; this is particularly likely to occur portion of certain fees paid by the fund as where a third-party reviewer’s negative rating is discussed in detail below in the section entitled driven solely by reference to the internal expenses Bundled Fee for Services. Some offshore mutual associated with a particular share class, and not the funds offer shares in various currencies, portfolio total cost of ownership of such share class to the currency hedging options and dividend and income client. distribution options, which may have higher fees and expenses than other share classes of the fund. For more information on any offshore mutual fund, An investor who holds a share class that has higher please request a prospectus, offering document fees and expenses than another share class of the and/or, if available, a key investor information same fund will pay higher fees over time and earn document (“KIID”) from your Merrill Lynch Financial lower investment returns. At Merrill Lynch, certain Advisor and read it carefully. Before investing, share classes offered by a fund are limited to carefully consider the investment objectives, risks, specific types of accounts. For example, certain and charges and expenses of the fund. This and institutional offshore fund share classes are available other information can be found in the fund’s only through a Merrill Lynch Investment Advisory prospectus. In general , a “U.S. person”, as defined Program account, as described more fully below. in section 7701(a) (30) of the Internal Revenue Code These share classes generally are not available to (or the “Code”), who is considering whether to make clients purchasing offshore mutual funds in a full- an investment in an offshore mutual fund is strongly service brokerage account.
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