BANK OF AMERICA CORPORATION 6.625% NON-CUMULATIVE PREFERRED STOCK, SERIES W DEPOSIT AGREEMENT among BANK OF AMERICA CORPORATION, COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., together, the Depository, and THE HOLDERS FROM TIME TO TIME OF...Deposit Agreement • September 9th, 2014 • Bank of America Corp /De/ • National commercial banks • New York
THIS DEPOSIT AGREEMENT dated as of September 8, 2014 (this “Agreement”), among (i) BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association and the wholly-owned subsidiary of Computershare (the “Trust Company” and together with Computershare, the “Depository”), and (iii) the Holders from time to time of the Receipts described in this Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2014 • Bank of America Corp /De/ • National commercial banks • New York
Conflict of Interest: Merrill Lynch, Pierce, Fenner & Smith Incorporated is our affiliate. As such, Merrill Lynch, Pierce, Fenner & Smith Incorporated has a “conflict of interest” in this offering within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. FINRA Rule 5121 requires that a “qualified independent underwriter” participate in the preparation of the Prospectus Supplement and exercise the usual standards of due diligence with respect thereto. Goldman, Sachs & Co., the qualified independent underwriter, or QIU, will not receive any additional fees for serving as a QIU in connection with this offering. The Issuer will indemnify the QIU against liabilities incurred in connection with acting as such, including liabilities under the Securities Act. Merrill Lynch, Pierce, Fenner & Smith Incorporated is not permitted to sell depositary shares in this offering to an account over which it exercises discretionar
