Description of BofA Securities, Inc.
Auction Rate Securities Practices and Procedures

Introduction
The purpose of this Description of BofA Securities’ (“BofAS”) Auction Rate Securities Practices andProcedures (the “Description”) is to provide BofAS customers and potential customers (“you”) with ageneral description of BofAS’ practices and procedures with respect to auction rate securities and to help
you understand those practices and procedures, as well as various risk factors and special considerations ofwhich you should be aware, if you are currently participating, or decide in the future to participate, in the1
auction rate securities market as a BofAS customer.
This Description is intended for purposes of general description only and is not intended to describe any
particular auction rate security, or the risk factors and special considerations that may pertain to any
particular auction rate security. This Description is neither a substitute for, nor a supplement to, the specificprospectus or offering memorandum (collectively, the “offering documents”) for any particular auction ratesecurity.
Before you invest in any auction rate security, you should read and understand the relevant offering
documents, including the information that they provide regarding practices and procedures with respect toauctions of the security, and all the risk factors and other special considerations that may apply. This
Description does not change, alter or amend, in any way, any provision in any offering document.
You should read this Description in its entirety. If you have questions about anything you read in thisDescription, you should consult your BofAS representative or local BofAS office for more information. If
you have invested in auction rate securities through BofAS, you may request a copy of this Description bycontacting your BofAS representative.

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Description of BofAS’ Auction Rate Securities Practices and Procedures

General Description of Auction Rate Securities
Auction rate securities were first offered for sale in U.S. financial markets in the early 1980s. As of the endof 2005, there were approximately $263 billion of auction rate securities outstanding. Many different types
of issuers have issued auction rate securities – for example, closed-end funds, corporations, municipal
authorities and student loan organizations.
Auction rate securities have generally been issued as either bonds or preferred stock and are designed toserve as money market-type instruments. They are purchased and sold, at established intervals, through an
auction-type mechanism, but have long-term maturities, or no maturity at all. In the auctions, auction ratesecurities are purchased and sold at par. Auction rate securities have also been called “Auction Market
Preferred Stock,” “Variable Rate Preferred Securities,” “Money Market Preferred Securities” and “Periodic
Auction Rate Securities.” The interest or dividend rate of an auction rate security is reset at these establishedintervals based on an auction in which investors who already hold the security (called “holders”) andinvestors who seek to acquire the security (called “prospective holders”) 1 indicate their interest incontinuing to hold, or in purchasing or selling, the security at rates that they specify to broker-dealers, suchas BofAS, who have been appointed to participate in the auction. The dates on which the auctions takeplace (the “auction dates”), and the interval between the auction dates (the “auction period”), varydepending on the security. The auctions commonly are every seven days, twenty-eight days, thirty-fivedays or forty-nine days, but there are also some securities for which the auctions occur daily and others forwhich the auctions occur at longer intervals – for example, every six months or once over a multi-year
period.
0F

The offering documents may also provide that the auction period is subject to change. See Auction Periods
May Change below.
You should refer to the offering documents that apply to a particular auction rate security to find specificinformation regarding the auction dates and the auction period for that security, as well as information
regarding the payment of interest or dividends on that security.
A holder can also be a prospective holder to the extent that he or she already holds a security and wishes toacquire more of the security.
For your convenience, this Description includes a glossary of terms. See Glossary below. You should notethat a number of terms used in this Description, such as “holder” and “prospective holder,” are used inmany offering documents. You should be aware that all terms used in this Description are solely for
purposes of this Description, and do not change, alter or amend, in any way, any term or definition in any
offering document.

1 A holder can also be a prospective holder to the extent that he or she already holds a security and wishes to acquire more of the

security.
For your convenience, this Description includes a glossary of terms. See Glossary below. You should note that a number of terms
used in this Description, such as “holder” and “prospective holder,” are used in many offering documents. You should be awarethat all terms used in this Description are solely for purposes of this Description, and do not change, alter or amend, in any way,
any term or definition in any offering document.

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Description of BofAS’ Auction Rate Securities Practices and Procedures

BofAS’ Role in the Auction Rate Securities Market
Because BofAS Plays Multiple Roles in the Auction Rate Securities Market, Its Interests May Differ From
Yours
BofAS plays multiple roles in the auction rate securities market, including providing services to issuers of
auction rate securities, acting as an agent for investors (both BofAS private clients and institutional clients)
and purchasing and selling as principal for BofAS’ own account. These roles are discussed below.
You should be aware that, because of the multiple roles that BofAS plays in the auction rate securities
market, BofAS’ interests in participating in that market may differ from yours. See Risk Factors and Special
Considerations below.
BofAS Provides Services To Many Issuers of Auction Rate Securities
BofAS receives underwriting fees for underwriting issuances of auction rate securities. BofAS underwrites
offerings of the following types of products which may be issued as auction rate securities: shares of closedend funds, including taxable and tax-exempt preferred securities; corporate securities eligible for thedividends-received deduction; municipal bonds; asset-backed securities, including taxable and tax-exempt
bonds; and hybrid capital products, which may be structured as private placements for sale to institutional
investors.
Issuers of auction rate securities pay firms that they select, like BofAS, to act as a dealer through whichinvestors must submit orders into auctions for the issuers’ securities. See How BofAS Conducts Auctions of
Auction Rate Securities below. A firm so selected is called an “auction dealer” and is said to “participate”
in auctions. Auction dealers receive fees for these services (called “auction dealer fees”). See Broker-Dealer
Agreements and Auction Dealer Fees below.
In general, auction dealer fees are based on the amount of securities that BofAS places with investors. See
Auction Dealer Fees below.
BofAS Acts As Agent For Investors
BofAS acts as agent for investors – both BofAS private clients and institutional clients –when it places
orders on investors’ behalf in the auctions.
BofAS Acts As Principal For Its Own Account
BofAS acts as principal for its own account when it places orders for its own account in auctions and when
it buys and sells for its own account between auctions in the secondary market. However, BofAS is not
obligated to place orders for its own account in auctions, nor is it obligated to buy and sell securities for its
own account between auctions in the secondary market. When it does so, it does so in its sole discretion.
See Important BofAS Policies and Risk Factors and Special Considerations below.

The Auction Desk

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The auction desk is the BofAS business unit that is responsible for acting on behalf of BofAS private clients,
institutional clients, issuer clients and BofAS’ proprietary accounts in connection with auctions of auction
rate securities and the buying and selling of auction rate securities between auctions.
How BofAS Conducts Auctions of Auction Rate Securities
BofAS Follows the Auction Procedures That Are Disclosed in the Offering Documents
When managing auctions of an auction rate security, BofAS follows the auction procedures that are
disclosed in the offering documents that apply to the security. In many offering documents –and for
purposes of this Description as well –this information is called the “auction procedures.” Generally, theauction procedures may be found in the offering documents.
The auction procedures that apply to many auctions conducted by BofAS may also include reference toagreements that are generally called “Broker-Dealer Agreements” and “Auction Agency Agreements.” In
general, even if the auction procedures do not reference a Broker-Dealer Agreement or an Auction Agency
Agreement, you should assume that such agreements exist with respect to every auction rate security.
Broker-Dealer Agreements
A Broker-Dealer Agreement is an agreement between the issuer of a specific auction rate security and abroker-dealer, such as BofAS, by which the broker-dealer agrees to serve, for auction dealer fees payable
by the issuer, as an “auction dealer” for auctions of the security. See BofAS Provides Services To Many
Issuers of Auction Rate Securities above, and Auction Dealer Fees below. The Broker-Dealer Agreement
permits the broker-dealer to participate in auctions of the security by, among other things, submitting orders
into the auctions on behalf of its customers and to place auction orders for its own account. See How BofAS
Determines the Rate To Bid When Bidding For Its Own Account and Bidding by BofAS below. When aBroker-Dealer Agreement is in effect, the broker-dealer is said to be “signed up” to participate in auctionsof the security.
Unless the offering documents state otherwise, issuers generally are free to sign up multiple brokerdealers to serve as auction dealers for a specific auction rate security. The issuer may sign up brokerdealers at the time of the initial offering of the security, or afterward. Generally, the issuer may terminate
a broker-dealer’s status as a signed-up auction dealer, and a broker-dealer may resign that status.
If there is only one auction dealer signed up to participate in auctions for an auction rate security, theauctions are called “sole-managed” auctions. If multiple auction dealers are signed up, the auctions arecalled “multi-dealer” auctions.
BofAS serves as auction dealer in both sole-managed and multi-dealer auctions.
Auction Agency Agreements
An Auction Agency Agreement is an agreement between the issuer of a specific auction rate security anda firm (typically a bank) that agrees to serve, for fees payable by the issuer, as the “auction agent” forauctions of the security. BofAS does not serve as an auction agent.
Auction dealers, such as BofAS, submit to the auction agent the auction orders that they receive from theircustomers. Upon receiving the auction orders, the auction agent determines the winning interest or dividendrate that will apply to the entire outstanding amount of the securities until the next auction date (this is
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Description of BofAS’ Auction Rate Securities Practices and Procedures

called the “clearing rate” or “auction rate”). The auction agent then informs each auction dealer of theauction results.
Generally, the issuer may terminate a firm’s services as auction agent, and the auction agent may resignfrom that role.
Types of Orders Permitted in the Auctions
The auction procedures set forth in most offering documents permit three types of auction orders to beplaced:• Hold order: A holder may indicate to the auction dealer the amount of the security that he or she
wishes to continue to hold without regard to the clearing rate that sets in the auction. Generally,
auction procedures call this type of order a “hold” order. Auction dealers may also refer to it as a“roll” order.
• Bid: A holder may indicate to the auction dealer the amount of the security that he or she desires
to continue to hold, or a prospective holder may indicate to the auction dealer that he or she
wishes to acquire a specified amount of the security, at or above a desired interest or dividend ratethat the holder or prospective holder specifies. Generally, the auction procedures call this type oforder a “bid,” and a person who places a bid a “bidder.” If the clearing rate sets below the interest
or dividend rate that the holder or prospective holder specifies in his or her bid:(1) the holder will be required to sell the securities subject to his or her bid
in the auction; and2) the prospective holder will not acquire the securities subject to his or her
bid in the auction.
Auction dealers refer to bids by prospective holders as “buy” orders, and bids by holders as “rollat-rate” orders.
• Sell order: If the holder desires to sell a specified amount of the security in the auction without
regard to the clearing rate that sets in the auction, he or she will place a “sell” order with theauction dealer for that amount of the security.
The auction procedures set forth in most offering documents require that an order becomes irrevocablewhen BofAS submits it to the auction agent.
You should be aware that if, as a holder, you submit a bid (a “roll-at-rate” order), you will be required tosell the securities subject to your bid if the clearing rate sets below the rate that you specified in your bid,
just as if you had placed a sell order. For this reason, auction dealers use the term “exposed for sale” torefer to securities that are the subject of roll-at-rate orders. The total amount of securities that are the subjectof sell orders and roll-at-rate orders is the total amount of securities that are “exposed for sale” in theauction.
If a holder of securities does not place an order (hold, bid or sell) with respect to the securities he or she
holds, the auction procedures generally provide that the holder will be deemed to have elected to continue
to hold the securities regardless of the clearing rate. Such securities are called “deemed hold” securities.
However, auction procedures may specify that, with respect to auctions in which the issuer is changing the
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Description of BofAS’ Auction Rate Securities Practices and Proceduresauction period, the holders of “deemed hold” securities will be deemed to have elected to sell theirsecurities in the auction. See Auction Periods May Change below.
In general, auction procedures permit BofAS to place orders in auctions for its own account. See How
BofAS Determines the Rate To Bid When Bidding For Its Own Account and Bidding by BofAS below.
Auction procedures and/or Broker-Dealer Agreements may specify that the issuer of the security has theright to prohibit BofAS and other appointed auction dealers from submitting bids for their own account.
However, in such circumstances, auction procedures and/or Broker-Dealer Agreements also generally
specify that BofAS and other auction dealers would be permitted to continue to place hold or sell orders
with respect to securities that they already hold.
You should be aware that, if BofAS is not signed up as an auction dealer for an auction in which you place
an order, BofAS may place the order on your behalf through another broker-dealer that is signed up for that
auction. In such circumstances, your order will be subject to the auction practices and procedures of thebroker-dealer through which BofAS places your order. You should feel free to contact your BofAS
representative or local BofAS office to obtain further information.
Price Talk
Before the start of an auction, BofAS may, in its discretion, make available to holders and prospective
holders BofAS’ good faith judgment of the range of likely clearing rates for the auction based on market
and other information at a given time. This is known as “Price Talk.” Price Talk is available to holders andprospective holders who are BofAS customers. Generally, the Price Talk will be made available either thenight before or on the morning of the auction date.
You should be aware that Price Talk is not a guaranty that the clearing rate for an auction will be within
the range of rates identified in Price Talk for that auction, and that BofAS may occasionally update andchange Price Talk before the auction. See Price Talk Is Not a Guaranty below.
When bidding in the auction for its own account, BofAS may bid outside or inside the range of rates that it
makes available in Price Talk. See How BofAS Determines the Rate To Bid When Bidding For Its Own
Account and Bidding by BofAS below.
Deadlines
Auction procedures generally require that auction dealers that are signed up for the auction submit all orders
to the auction agent by a deadline called the “submission deadline.” For many auction rate securities, thesubmission deadline will be 1:00 PM, New York City time, on the auction date. Different auction ratesecurities may have different submission deadlines, depending on the requirements set forth in the offering
documents that apply to the securities.
In order to provide BofAS sufficient time to process and prepare auction orders for submission to theauction agent by the applicable submission deadline, BofAS requires that customers submit all auction
orders to BofAS by an earlier deadline (that is, prior to the submission deadline). This earlier deadline iscalled the “internal deadline.” The internal deadline is established by BofAS, in its sole discretion, and isavailable to holders and prospective holders who are BofAS customers. With respect to many auction ratesecurities, the internal deadline set by BofAS is 12:15 PM, New York City time, on the day of the auction.
BofAS’ internal deadline falls earlier than 12:15 PM, however, with respect to auction rate securities forwhich the offering documents require daily auctions, and for all auctions on days when there is an early
trading close in the market.
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BofAS may make exceptions to the internal deadline to resolve bona fide clerical errors. Similarly, someauction procedures permit a limited grace period within which to resolve bona fide clerical errors after theauction agent’s submission deadline.
You should be aware that the internal deadline is subject to change in BofAS’ sole discretion. For thesereasons, you should consult your BofAS representative for specific information with respect to the internal
deadline that applies to the particular securities that you have purchased or are considering purchasing.
You should also be aware that auction orders that BofAS places for its own account are not subject to theinternal deadline that BofAS establishes, although they are subject to the auction agent’s submission
deadline. As a result, BofAS may place an order in the auction for its own account –and/or withdraw orrevise that order if permitted by the auction procedures – after BofAS is aware of some or all of the ordersthat BofAS customers have placed with respect to the same auction. See How BofAS Determines the Rate
To Bid When Bidding For Its Own Account and Bidding by BofAS below.
How the Auction Agent Determines the Clearing Rate
After the submission deadline for an auction has passed, the auction agent assembles all the orders
submitted to it by BofAS and any other auction dealer that is signed up to participate in the auction. The
auction agent then determines the clearing rate. The clearing rate is the lowest rate bid sufficient to cover
all the securities that are exposed for sale in the auction.

Maximum Rate
Generally, auction procedures specify that if a bid by a holder exceeds a certain rate called the “maximum
rate,” the bid will be treated as a sell order and that a bid by a prospective holder that exceeds the maximum
rate will not be considered. Generally, the maximum rate is a rate determined by a formula set forth in theoffering documents.
Minimum Rate
The auction procedures may require that if a bid by a holder or a prospective holder specifies a rate that islower than a certain rate called the “minimum rate,” then the bid will be treated as though it specified theminimum rate.
The minimum rate is generally a materially below-market rate determined by a formula set forth in theoffering documents.
How the Auction Agent Allocates Securities in the Auction
After the auction agent determines the clearing rate, it allocates the securities among the auction dealers
based on the orders that each submitted. If BofAS is the only auction dealer that is signed up for the auction,then the securities would be allocated only to BofAS. Generally, the auction procedures require the auction
agent to allocate securities in the following order of priority:••••

First: hold orders;
Second: roll-at-rate and then buy orders that indicate a rate below the clearing rate;
Third: roll-at-rate orders that indicate a rate at the clearing rate; andFourth: buy orders that indicate a rate at the clearing rate.
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Description of BofAS’ Auction Rate Securities Practices and ProceduresIf there are more bids that indicate a rate at the clearing rate than securities that remain for allocation, theauction procedures generally require that the auction agent allocate the securities among the bids on a pro
rata basis, first among roll-at-rate orders that indicate a rate at the clearing rate and then among buy ordersthat indicate a rate at the clearing rate.
Generally, auction procedures specify that the auction agent will inform the auction dealers of the resultsof the auction – that is, the clearing rate and the allocation results – by approximately 3:00 PM, New York
City time, on the auction date. The auction dealers, in turn, notify their customers who placed orders in theauction of the disposition of the orders and confirm purchases and sales with each customer purchasing or
selling securities as a result of the auction.
Auction Failure
The auction procedures as set forth in most offering documents require that, in the event the amount of the
security in the auction that is the subject of bids from prospective holders (that is, buy orders) is less than
the amount of the security that is the subject of sell orders submitted into the auction, the maximum rate
will automatically apply to the entire outstanding amount of the security until the next auction date. See
Maximum Rate above. This is called “auction failure.”
Holders who have submitted sell orders should be aware that, in the event of an auction failure, they will
not be able to sell all, and may not be able to sell any, securities in the auction. See Holder’s Ability to
Resell Auction Rate Securities May Be Limited below. Specifically, if no buy orders are placed in an auction,holders will not be able to sell any of their securities in the auction. To the extent any buy orders are placedin a failed auction, the auction procedures require the auction agent to fill holders’ sell orders on a pro rata
basis.
To illustrate, the following is a hypothetical example of how the auction procedures would require holders’sell orders to be handled in the event of a failed auction in which insufficient buy orders are placed. The
example assumes that there are 1,000 shares of a security outstanding, and that:• 500 shares of the security are the subject of hold orders;• 350 shares are the subject of roll-at-rate orders indicating rates equal to or less than the maximumrate;• 150 shares are the subject of sell orders (these sell orders are placed by Holder A, who places anorder to sell 30 shares, and Holder B, who places an order to sell 120 shares); and• 100 shares are the subject of buy orders indicating rates equal to or less than the maximum rate.
The above auction results in failure, and the maximum rate will apply to all the outstanding shares, because
the number of shares that are the subject of sell orders (150 shares) exceeds the number of shares that are
the subject of buy orders (100 shares). The holders who submitted the roll-at-rate orders in the above
example will retain their shares because they indicated rates that are equal to or less than the maximum rate.
The prospective holders who submitted buy orders will have their orders filled because they, too, indicatedrates that are equal to or less than the maximum rate. To fill the prospective holders’ orders, Holder A’sorder to sell 30 shares and Holder B’s order to sell 120 shares will be pro-rated so that Holder A will sell
20 shares and Holder B will sell 80 shares.
As discussed above, if, in the above hypothetical example, no buy orders had been placed at all, then Holder
A and Holder B would not have been able to sell any of their shares in the auction.

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All Hold Auctions
Generally, the auction procedures require that, if in a particular auction all the outstanding securities are
subject to hold orders – meaning that no holder has submitted either a roll-at-rate or sell order –the “all holdrate” (or “minimum rate”) will automatically apply to the entire outstanding amount of the security until
the next auction date. Auction procedures may refer to such a result as an “all hold auction.”
Generally, as noted above, the all hold rate is a materially below-market rate determined by a formula set
forth in the offering documents. For example, the offering documents could specify that the all hold rate
will be based on 60% of LIBOR or an applicable U.S. Treasury Index Rate. In some offering documents,
the all hold rate is called the “minimum rate.” See Minimum Rate above.

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Important BofAS Policies
Customer Orders
Customers ordinarily place orders through their BofAS representative, who conveys the orders to the
Auction Desk. As a general matter, BofAS discourages the employees of the auction desk from accepting
orders directly from customers.
You should be aware that BofAS prohibits the employees of the auction desk from:• exercising discretion of any kind with respect to a customer order. For example, the auction desk
is not permitted to select the rate at which to bid, the auction in which to bid or the quantity of the
security to specify in any customer order;• altering the terms of any customer order, or canceling a customer order, except upon express
instructions from the BofAS representative who entered the order, or from the customer on whose
behalf the order was entered; and• matching auction orders, outside the auction, rather than submitting the orders into the auction.
Prohibited Communications by the Auction Desk
BofAS prohibits auction desk employees from disclosing to any holder or prospective holder:• information about actual bidding in any auction by any other holder or prospective holder. For
example, it is not permitted to disclose to anyone, other than the auction agent, the rate orquantity at which other holders or prospective holders have placed their bids or are likely to place
their bids, or the status of any other holder’s or prospective holder’s auction order;• the rate or quantity at which BofAS plans to bid, or the status of any auction order for BofAS’
account;• the size of any other holder’s or prospective holder’s position, or the size of BofAS’ position(apart from information with respect to BofAS’ inventory that BofAS makes available tocustomers);• whether there are sufficient bids to prevent a failed auction;• prior to when the auction agent posts the results of an auction, what the auction’s clearing rate is;and• whether an all hold auction is likely to occur.

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BofAS also prohibits the employees of the auction desk from:• providing to anyone assurance, either directly or indirectly, that a submitted or potential auction
order will be filled;• advising anyone as to the specific rate or dollar amount to apply to any auction order;• initiating contact with anyone for the purpose of having a submitted auction order withdrawn ormodified (except, under certain circumstances, for the correction of obvious errors);• providing different Price Talk to different holders or prospective holders. BofAS requires that any
Price Talk that is given to any BofAS customer that is a holder or prospective holder must be
made available to all such customers; and• discussing BofAS’ Price Talk with broker-dealers that compete with BofAS for business in theauction rate securities market, or seeking to obtain other broker-dealers’ equivalent of Price Talk.

How BofAS Determines the Rate To Bid When Bidding For Its Own Account
BofAS, consistent with Securities Industry and Financial Markets Association’s (SIFMA’s) Best Practices
for Broker-Dealers of Auction Rate Securities (the “Best Practices”), requires that, whenever BofAS bids
in the auctions for its own account, BofAS must bid at a rate or within a range of rates which, in BofAS’
good faith judgment, reflects a fair and reasonable rate for the security, taking into consideration suchcircumstances as prevailing market conditions with respect to the security at the time of the determination,
general economic conditions and trends, current rates for comparable securities, and the financial conditionand prospects of the issuer of the security. BofAS may, consistent with the Best Practices, take into
consideration such factors as the expense involved, the size of BofAS’ inventory position, BofAS’ capitalrequirements and BofAS’ risk management needs.
BofAS’ view is that no single auction determines what a market rate is, and that consequently the market
rate is not necessarily the rate bid on the preponderance of securities in a particular auction, but rather a rate
indicative of the broader market for similar securities.
BofAS, when bidding in auctions for its own account, prohibits the firm from taking into consideration theinterest of the issuer of the security in paying a low rate or the interest of customers in receiving a high rate.
The Best Practices are available to the public, free of charge, on the SIFMA website at:https://www.sifma.org/wp-content/uploads/2017/08/Auction-Rate-Securities_Best-Practices-for-BrokerDealers-of-Auction-Rate-Securities-ARS-2007.pdf.

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You should be aware that BofAS usually determines Price Talk for a particular auction before BofAS
determines the rate at which to bid for its own account in that auction. Consequently, BofAS may bid
outside or inside the range of rates that it makes available in Price Talk due to changes in market conditions
and other factors that may arise between the time when BofAS makes Price Talk available and the time itbids for its own account in the auction. See Bidding by BofAS and Price Talk Is Not a Guaranty below.
BofAS May Buy and Sell Auction Rate Securities For Its Own Account Between Auctions
Auction procedures generally permit auction dealers like BofAS to buy and sell, in their sole discretion,auction rate securities for their own account between auctions at any time. See Holder’s Ability to Resell
Auction Rate Securities May Be Limited below.
BofAS requires that, between auctions, all bids and offers by BofAS should be at a price reflecting BofAS’
good faith judgment of current market yields, and that re-sales by BofAS of any auction rate security bought
at auction ordinarily should not be at a price above or below the par value of the security if market yields
have not moved and the credit quality of the issuer of the security has not changed since the auction.
However, when BofAS holds an inventory position in a security, BofAS may sell the position at a discountto the par value of the security in order to reduce its portfolio risk, to manage its regulatory capital and toaccept unsolicited offers to purchase the security in block size.
The auction desk makes available offers by BofAS to re-sell securities from its inventory and may include
offers by BofAS to re-sell the securities at discount to their par value. BofAS does not inform customers of
unsolicited offers that BofAS receives to purchase securities from its inventory. You should be aware that,as a general matter, customers who make unsolicited offers to purchase blocks of securities from BofAS’
inventory may be more likely to acquire such securities at discount to their par value than customers who
do not.
The auction desk is prohibited from encouraging anyone, either directly or indirectly, to make an unsolicitedoffer to purchase securities in block size at discount to their par value that BofAS holds in its inventory.
Risk Factors and Special Considerations
Bidding by BofAS
BofAS is permitted, but not obligated, to submit orders in auctions for its own account either as a bidder ora seller, or both, and routinely does so in its sole discretion.
If BofAS submits an order for its own account, it would likely have an advantage over other bidders because
BofAS would have knowledge of some or all of the other orders placed through BofAS in that auction and,thus, could determine the rate and size of its order so as to ensure that its order is likely to be accepted in
the auction and that the auction is likely to clear at a particular rate. For this reason, and because, among
other things, BofAS is appointed and paid by the issuer of the auction rate securities to serve as an auction
dealer in the auction, BofAS’ interests in conducting an auction may differ from those of holders andprospective holders who participate in auctions. See BofAS’ Role in the Auction Rate Securities Market
above, and Auction Dealer Fees below.
BofAS would not have knowledge of orders submitted to the auction agent by any other auction dealer thatis, or may in the future be, appointed to accept orders pursuant to a Broker-Dealer Agreement.

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As discussed in How the Auction Agent Determines the Clearing Rate above, if BofAS is the only auction
dealer appointed by the issuer to serve as auction dealer in the auction, then BofAS would be the only
auction dealer that submits orders to the auction agent in that auction. As a result, in such circumstances,
BofAS could discern the clearing rate before the orders are submitted to the auction agent and set theclearing rate with its order.
BofAS may routinely place one or more bids in an auction for its own account to acquire auction ratesecurities for its inventory, to prevent an auction failure (which, as discussed in Auction Failure above,
would result in the clearing rate being set at the maximum rate) or an auction from clearing at a rate that
BofAS believes does not reflect the market for the securities. BofAS may place such bids even after
obtaining knowledge of some or all of the other orders submitted through it. When bidding for its own
account, BofAS may also bid outside or inside the range of rates that it makes available in Price Talk. See
How BofAS Determines the Rate To Bid When Bidding For Its Own Account above and Price Talk Is Not a
Guaranty below.
BofAS also may routinely encourage bidding by others in auctions, including to prevent an auction failureor an auction from clearing at a rate that BofAS believes does not reflect the market for the auction ratesecurities. BofAS may routinely encourage such bids even after obtaining knowledge of some or all of theother orders submitted through it.
Certain documentation may permit Auction Dealers to encourage to place bids are likely to affect theclearing rate, including preventing the clearing rate from being set at the maximum rate or otherwise causingbidders to receive a higher or lower rate than they might have received had BofAS not bid or not encouraged
others to bid. In addition, bids by BofAS or by those it may encourage to place bids are likely to affect theallocation of the securities being auctioned, including displacing some bidders who may not have their bids
filled or may receive fewer securities than they would have received if BofAS had not bid or encouraged
others to bid. Because of these practices, the fact that an auction clears successfully does not mean that an
investment in the securities involves no significant liquidity or credit risk. BofAS is not obligated tocontinue to place such bids or encourage other bidders to do so in any particular auction to prevent an
auction from failing or clearing at a rate BofAS believes does not reflect the market for the securities.
Investors should not assume that BofAS will do so or that auction failures will not occur.
Investors should be aware that bids by BofAS or by those it may encourage to place bids may cause lower
clearing rates to occur.
As discussed in All Hold Auctions above, in any particular auction, if all outstanding securities are thesubject of hold orders (meaning that no holder has submitted either a roll-at-rate or sell order), the interest
rate that will apply to all the shares of the security in the auction until the next auction date will be the all
hold rate, and the auction will be an all hold auction.
As a matter of policy, BofAS does not advise its customers when an all hold auction is likely.
If BofAS holds any securities for its own account on an auction date, BofAS will submit a sell order into
the auction with respect to such securities, which would prevent that auction from being an all hold auction.
BofAS may, but is not obligated to, submit bids for its own account in that same auction, as set forth above.
Auction Dealer Fees
BofAS has been appointed by many issuers of auction rate securities to serve as an auction dealer and ispaid by those issuers for its services. Generally, issuers appoint BofAS pursuant to Broker-Dealer
Agreements between the issuer and BofAS. It has been common for Broker-Dealer Agreements to provide
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that BofAS will receive from the issuer auction dealer fees based on the amount of the securities placed
through BofAS. As a result, BofAS’ interests in conducting auctions may differ from those of investors
who participate in auctions.
BofAS may share a portion of the auction dealer fees it receives with other broker-dealers that submit orders
through BofAS that BofAS successfully places in auctions. Similarly, with respect to auctions for auction
rate securities for which BofAS does not serve as an auction dealer, the auction dealers in those auctions
may share auction dealer fees with BofAS for orders that BofAS submits through those auction dealers thatthose auction dealers successfully place in those auctions.
Price Talk Is Not a Guaranty
As discussed in Price Talk above, you should be aware that Price Talk is not a guaranty that the clearing
rate for an auction will be within the range of rates identified in Price Talk for that auction. Holders andprospective holders are free to use Price Talk or ignore it. If BofAS provides Price Talk, BofAS will makethe Price Talk available to its customers who are holders and prospective holders, generally either the night
before or on the morning of the auction date. BofAS may occasionally update and change Price Talk before
the auctions based on changes in issuer credit quality or macroeconomic factors that are likely to result ina change in interest rate levels, such as an announcement by the Federal Reserve Board of a change in theFederal Funds rate or an announcement by the Bureau of Labor Statistics of unemployment numbers.
BofAS will make such Price Talk changes available to its customers who are holders and prospective
holders that were given the original Price Talk.
“All-or-Nothing” Bids
BOFAS does not accept “all-or-nothing” bids (that is, bids whereby the bidder proposes to reject anallocation smaller than the entire quantity bid) or any other type of bid that allows the bidder to avoid auction
procedures that require the pro rata allocation of securities where there are not sufficient sell orders to fill
all bids at the clearing rate.
No Assurances Regarding Auction Outcomes
BofAS provides no assurance as to the outcome of any auction. Nor does BofAS provide any assurance
that any bid will be successful, in whole or in part, or that any auction will clear at a rate that a bidderconsiders acceptable. Bids may be only partially filled, or not filled at all, and the rate on any securities
purchased or retained in an auction may be lower than the market rate for similar investments. Before youinvest in any auction rate security, you should read and understand the relevant offering documents,
including all the risk factors and other special considerations that may apply.
Under no circumstance will BofAS agree before an auction to buy securities from or sell securities to acustomer after the auction.
Holder’s Ability to Resell Auction Rate Securities May Be Limited
In any auction of auction rate securities, holders will be able to sell all of their securities for which theysubmitted a sell order only if there are sufficient bids to purchase all those securities in the auction. If
sufficient bids have not been made, auction failure results, and holders that have submitted sell orders will
not be able to sell in the auction all, and may not be able to sell any, of the securities subject to such
submitted sell orders. See Auction Failure above.

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As discussed in Bidding by BofAS above, BofAS may submit a bid in an auction to keep it from failing, but
it is not obligated to do so. There may not always be enough bidders to prevent an auction from failing in
the absence of BofAS bidding in the auction for its own account or encouraging others to bid. Therefore,
auction failures are possible, especially if the issuer’s credit were to deteriorate, if a market disruption wereto occur or if, for any reason, BofAS were unable or unwilling to bid. Between auctions, there can be noassurance that a secondary market for any auction rate securities will develop or, if it does develop, that it
will provide a holder the ability to resell the securities on the terms or at the times desired by the holder.
BofAS may, in its own discretion, decide to buy or sell the securities in the secondary market for its own
account to or from investors at any time and at any price, including at prices equivalent to, below, or above
the par value of the securities. See BofAS May Buy and Sell Auction Rate Securities For Its Own AccountBetween Auctions above. However, BofAS is not obligated to make a market in the securities, and may
discontinue trading the securities in the secondary market without notice for any reason at any time. Holders
who resell between auctions may receive less than par value, depending on market conditions.
Your ability to resell any auction rate securities will depend on various factors affecting the market for the
securities, including news relating to the issuer of the securities, the attractiveness of alternative
investments, the perceived risk of owning the securities (whether related to credit, liquidity or any otherrisk), the tax or accounting treatment accorded the securities (including U.S. generally accepted accounting
principles as they apply to the accounting treatment of auction rate securities), reactions of market
participants to regulatory actions or press reports, financial reporting cycles and market conditions
generally. Demand for auction rate securities may change without warning, and declines in demand may be
short-lived or continue for longer periods.
Auction Periods May Change
For many auction rate securities, the issuer of the securities may, pursuant to the terms of the auction
procedures as set forth in the offering documents, extend the length of the next auction period – that is, thelength of the interval between auction dates –for up to a specified period of time, which may be in excess
of one year (this is called a “changed auction period” or a “special auction period”). The issuer’s declarationof a changed auction period may reduce the liquidity of your investment. A changed auction period would
likely be longer than a regular auction period, and you would be unable to sell the securities in an auction
for a corresponding longer period of time. If you sell your securities between auctions in a changed auction
period, you may receive less than the price you paid for them, especially when market interest rates haverisen. The risks described in this paragraph will become greater as the length of the changed auction period
increases.

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Glossary
For your convenience, the following is a glossary of terms used in this Description. A number of terms
included in the glossary are defined in many offering documents of specific auction rate securities. You
should be aware that all terms used in this Description and the following glossary are solely for purposesof this Description, and do not change, alter or amend, in any way, any term or definition in any offering
document.
Term

Definition

All hold auction
Occurs in the event that, in an auction, all the outstanding securities are subject tohold orders (that is, no holder has submitted either a roll-at-rate or sell order).
Generally, the auction procedures set forth in most offering documents specify thatin the event of an all hold auction, the “all hold rate” automatically applies to all
the outstanding securities until the next auction date. See definition of all hold rate.
All hold rate
A materially below-market rate that applies in the event of an all hold auction andis determined by a formula set forth in the offering documents. For example, theoffering documents could specify that the all hold rate will be based on 60% of the
London Interbank Offered Rate (“LIBOR”) or an applicable U.S. Treasury Index
Rate. The all hold rate may also be called the “minimum rate.” See definition of all
hold auction.
All-or-nothing bid
A bid whereby the bidder proposes to reject an allocation smaller than the entire
quantity that is the subject of the bidder’s bid.
BofAS does not accept all-or-nothing bids, or any other type of bid that allows thebidder to avoid auction procedures that require the pro rata allocation of securities
where there are not sufficient sell orders to fill all bids at the clearing rate.
Auction Agency Agreement
An agreement between an issuer of a specific auction rate security and a firm(typically an Agreement bank) that agrees to serve, for fees payable by the issuer,as the auction agent for auctions of the security. See definition of auction agent.
Auction agent
A firm that, pursuant to an Auction Agency Agreement, receives auction orders fora specific auction rate security from the auction dealers and determines the winninginterest or dividend rate in the auction, which will apply to the entire outstanding
amount of the security until the next auction date – that is, the clearing rate. See
definition of Auction Agency Agreement.
Auction date
The date on which an auction of a specific auction rate security takes place.
Generally, the offering documents for the security establish the auction date.

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Term
Auction dealer

Definition
A broker-dealer that is signed up by an issuer, pursuant to a Broker-Dealer
Agreement, to act as a dealer through which investors may submit orders into
auctions for a specific auction rate security issued by the issuer. See definition ofBroker-Dealer Agreement. Auction dealers are paid auction dealer fees by theissuer for their services. See definition of auction dealer fees.

Auction dealer fees
Fees that an auction dealer, such as BofAS, receives from issuers of auction ratesecurities pursuant to a Broker-Dealer Agreement to serve as auction dealer for
auction rate securities. See definitions of auction dealer and Broker-Dealer
Agreement
Auction failure
Occurs in the event the amount of the security in the auction that is the subject ofbids from prospective holders (that is, buy orders) is less than the amount of the
security that is the subject of sell orders submitted into the auction. Generally,
auction procedures specify that, in the event of auction failure, the maximum rate
automatically applies to the entire outstanding amount of the security until thenext auction date. See definition of maximum rate.
Auction period
The interval of time that elapses between auction dates. See definition of auction
date. Generally, the offering documents for each specific auction rate security
establish the auction period and may provide that the auction period is subject tochange.
Auction procedures
The procedures governing the conduct of an auction of a specific auction ratesecurity. Generally, the auction procedures are set forth in the offering
documents for the security.

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Term
Bid

Definition
An auction order placed by a holder indicating to the auction dealer the amountof the security that he or she desires to continue to hold, or by a prospective
holder indicating to the auction dealer the amount of the security that he or she
wishes to acquire, at or above a desired interest or dividend rate that the holder orprospective holder specifies. See definitions of roll-at-rate order and buy order.
If the clearing rate sets below the rate that the holder specifies in his or her bid,
the holder will be required to sell the securities subject to his or her bid in theauction. If the clearing rate sets below the rate that the prospective holder
specifies in his or her bid, the prospective holder will not acquire the securities
subject to his or her bid in the auction.
Generally, auction procedures specify that, if a bid by a holder exceeds the
maximum rate, the bid will be treated as a sell order, and that a bid by aprospective holder that exceeds the maximum rate will not be considered. See
definition of maximum rate.
The auction procedures may require that if a bid by a holder or a prospective
holder specifies a rate that is lower than the minimum rate, then the bid will betreated as though it specified the minimum rate. See definition of all hold rate.

BidderA person who places a bid in an auction. See definition of bid.
Broker-Dealer
Agreement
An agreement between an issuer of a specific auction rate security and a brokerdealer by which the broker-dealer agrees to serve, for auction dealer fees payable
by the issuer, as an auction dealer for auctions of the security. The Broker-Dealer
Agreement permits the auction dealer to participate in auctions of the security by,among other things, submitting orders into the auctions on behalf of its customers
and to place auction orders for its own account. See definitions of auction dealer
fees and auction dealer.
Buy order bid
A bid in an auction placed by a prospective holder may be called a “buy” order.
See definition of bid.
Changed Auction
For many auction rate securities, the issuer of the securities may, pursuant to theterms of Period the auction procedures as set forth in the offering documents,
extend the length of the next auction period for up to a specified period of time
which may be in excess of one year. This may be called a “changed auction
period” or a “special auction period.”

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Term
Clearing rate

Definition
The interest or dividend rate determined by the auction agent to be the rate thatprevails in the auction. The clearing rate applies to the entire outstanding amountof the security until the next auction date. The clearing rate may also be called
the “auction rate.”

Deemed holdIf, for any reason, a holder does not place an order to hold, bid or sell withrespect to auction rate securities that he or she holds, the auction procedures set
forth in most offering documents provide that the holder will be deemed to haveelected to continue to hold the securities regardless of the clearing rate. Suchsecurities are called “deemed hold” securities. The auction procedures may
specify that, with respect to auctions in which the auction period is beingchanged, the holders of “deemed hold” securities will be deemed to have elected
to sell their securities in the auction. See definition of holder.
Hold order
An auction order placed by a holder indicating to the auction dealer that he or she
wishes to retain the securities without regard to the clearing rate that sets in theauction. A hold order may also be called a “roll” order. See definition of holder.
Holder
A beneficial owner of auction rate securities (generally, a customer of the auction
dealer who is listed on the records of the auction dealer, or, if applicable, on therecords of the auction agent, as the owner of the security).
Internal deadline
The time by which BofAS requires customers to submit auction orders to BofAS.
The internal deadline is established by BofAS policy and always precedes thesubmission deadline (that is, the time by which BofAS must submit the orders to
the auction agent) that applies to the specific auction rate securities. See
definition of submission deadline.
Maximum rate
A market rate determined by a formula set forth in the offering documents. The
maximum rate, for example, could be based upon a multiple of the London
Interbank Offered Rate (“LIBOR”) or an applicable U.S. Treasury Index Rate.
Alternatively, the offering documents could specify a fixed percentage rate as the
maximum rate.
Minimum rate
See definition of all hold rate.
Multi-dealer
An auction of auction rate securities is a “multi-dealer auction” if more than one
auction dealer is signed up by the issuer of the securities pursuant to a BrokerDealer Agreement to participate in the auction. See definition of Broker-Dealer
Agreement.

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TermPrice Talk

Definition
A range of rates reflecting BofAS’ good faith judgment, based on market andother information at a given time, of the range of the likely clearing rates for an
auction.

Prospective holder
A person who places a bid in an auction of auction rate securities to acquire
shares of the securities. See definitions of buy order and bid.
Roll orderSee definition of hold order.
Roll-at-rate order
A bid in an auction placed by a holder may also be called a “roll-at-rate” order.
See definitions of bid and holder.
Sell order
An auction order placed by a holder indicating to the auction dealer the holder’s
desire to sell his or her securities in the auction without regard to the clearing ratethat sets in the auction. See definition of holder.
Sole-managed auction
An auction of auction rate securities is a “sole-managed auction” if only one
auction dealer is signed up by the issuer of the securities pursuant to a BrokerDealer Agreement to participate in the auction. See definition of Broker-Dealer
Agreement.
Special Auction Period
See definition of changed auction period.
Submission deadline
The time by which all auction dealers, such as BofAS, that are signed up to
participate in an auction of auction rate securities must submit orders to theauction agent. Generally, the submission deadline is established by the offering
documents.
In order to provide BofAS sufficient time to process and prepare auction orders
for submission to the auction agent by the applicable submission deadline,
BofAS requires that customers submit auction orders to BofAS by an internal
deadline that is set by BofAS policy and that precedes the submission deadline.
See definition of internal deadline.

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